Cadeler A/S

04/06/2021 | Press release | Distributed by Public on 04/05/2021 23:10

Nomination of new Chairman and expected transfer of shares from Swire to BW Wind

6 April 2021 Cadeler A/S announces nomination of new Chairman of the Board of Directors and expected transfer of shares from Swire Pacific Offshore Operations Pte Ltd to BW Wind Services Pte. Ltd. The Board of Directors is pleased to announce the nomination of Andreas Sohmen-Pao as the new Chairman of the Board of Directors for election at the Annual General Meeting of Cadeler A/S on 29 April 2021. The current Chairman of the Board of Directors, Richard Sell, who is also the commercial director of the Company's largest shareholder, Swire Pacific Offshore Operations Pte Ltd. ('SPO'), will step down at the 2021 Annual General Meeting at which time he will have served for almost three years. Andreas Sohmen-Pao is currently Chairman of one of the Company's major shareholders, BW Group and its publicly listed affiliates BW Offshore, BW Energy, BW LPG, BW Epic Kosan and Hafnia. He is also Chairman of the Singapore Maritime Foundation and a trustee of the Lloyd's Register Foundation. The Company has been informed by its two largest shareholders, SPO and BW Wind Services, that they are currently in preliminary discussions on the sale of shares in the near term from SPO to BW Wind Services pursuant to the rights of first refusal and under the exemption from the lock-up undertaking by SPO. Reference is also made to the descriptions of the rights of first refusal between SPO and BW Wind Services and the lock-up undertaking by SPO described in the prospectus published by the Company on 16 November 2020. The two shareholders have informed Cadeler that the discussions are subject to final agreement, but that any transfer of shares will entail that BW Wind Services will have a total holding of shares and voting rights in the Company below 1/3 of the total share capital and voting rights in the Company, and that SPO will continue to hold more than 25% of the share capital and voting rights. BW Wind Services will therefore not obtain control over the Company and the change of control provision in the Company's debt facility will not be triggered from the contemplated transfer of shares. Connie Hedegaard, Chair of the Nomination Committee: 'On behalf of the Board of Directors and the company, I am delighted that Andreas Sohmen-Pao has accepted to be nominated as Chairman of the Board of Directors of Cadeler. Andreas has a strong track record within the shipping and maritime industry and brings the strategic skills, industry knowledge and personal qualities needed to help enhance Cadeler's position as a premium service provider in the offshore wind industry. We look forward to nominating him for election at the Annual General Meeting to be held on 29 April 2021. I would also like to express our gratitude to Richard Sell for his contribution as Chairman of Cadeler over the past years and in particular in connection with taking the company public in November 2020.' Andreas Sohmen-Pao: 'I am very pleased to be nominated as the Chairman of the Board of Directors of Cadeler, and I look forward to the opportunity to work with the Board of Directors and the leadership team of Cadeler to support Cadeler's continued development in the offshore wind industry.' About Cadeler A/S: Cadeler provides marine and engineering operations to the offshore wind industry with a strong focus on safety and the environment. Our reputation as provider of high-quality offshore wind support services, combined with our innovative vessel design, positions us to deliver premium level services to the industry. We continue to pursue new levels of efficiency, pushing beyond the current boundaries of the supply chain. We will enable and facilitate the global energy transition towards a future built on renewable energy. Cadeler A/S Fairway House Arne Jacobsens Allé 7 DK-2300 Copenhagen S Denmark +45 3246 3100 Cadeler.com CVR no. 31180503 Contact: CEO, Mikkel Gleerup [email protected] +45 3246 3102 CFO, Mark Konrad [email protected] +45 3246 3100