As filed with the U.S. Securities and Exchange Commission on October 19, 2023.

Registration No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933​

Cadeler A/S

(Exact Name of Registrant as Specified in its Charter)​

Arne Jacobsens Alle 7, 7th floor
DK-2300 Copenhagen S, Denmark
Tel.: +(45) 32463100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Tel.: (302)-738-6680

(Address and Telephone Number of Agent for Service)​

With copies to:

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and all other conditions to the consummation of the transactions described in this
prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

U.S. Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

U.S. Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the U.S. Securities Act of 1933.

☒ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the U.S. Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term ‘new or revised financial accounting standard’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE REGISTRANT MAY NOT COMPLETE THE OFFER AND ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT RELATING TO THESE SECURITIES AND FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 19, 2023

Offer by

CADELER A/S​

to Exchange Each Share of Common Stock of

ENETI INC.​

for American Depositary Shares representing an aggregate of 3.409 Shares of Cadeler A/S

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT           , EASTERN TIME, ON            , 2023, UNLESS EXTENDED OR TERMINATED.

Cadeler A/S, a public limited liability company incorporated under the laws of Denmark (which is referred to as “Cadeler”), is offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange for each outstanding share of Eneti Inc., a company incorporated under the laws of the Republic of the Marshall Islands (which is referred to as “Eneti”), par value $0.01 per share (which is referred to as “Eneti Common Stock”), validly tendered and not validly withdrawn in the offer, American Depositary Shares (which are referred to as “ADSs”), representing, in the aggregate, 3.409 shares of Cadeler, nominal value DKK 1 per share (which are referred to as “Cadeler Shares”) with each ADS representing four (4) Cadeler Shares (the “Cadeler ADSs”), subject to payment of cash compensation with respect to any fractional Cadeler ADSs, without interest and subject to reduction for any applicable withholding taxes. The foregoing offer is referred to as the “Offer.”

Cadeler’s obligation to accept for exchange shares of Eneti Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or waiver by Cadeler of certain conditions, including the condition that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn a number of shares of Eneti Common Stock that would represent, together with any shares of Eneti Common Stock then owned by Cadeler, at least 85.01% of the aggregate voting power of the shares of Eneti Common Stock outstanding immediately after the consummation of the Offer (which is referred to as the “Minimum Condition”), as more fully described under “The Offer — Conditions to the Offer.”

The Offer is being made pursuant to a Business Combination Agreement (which is referred to as the “Business Combination Agreement”), dated as of June 16, 2023, among Cadeler and Eneti. A copy of the Business Combination Agreement is attached to this prospectus as Annex A.

The purpose of the Offer is for Cadeler to acquire control of, and ultimately the entire equity interest in, Eneti. The Offer is the first step in the Business Combination and Cadeler’s plan to acquire all of the outstanding shares of Eneti Common Stock. If the Offer is completed and as a second step in such plan, Cadeler intends to as promptly as practicable consummate a merger of a wholly owned subsidiary of Cadeler (which is referred to as “Merger Sub”) with and into Eneti with Merger Sub surviving the Merger (which is referred to as the “Merger”). The purpose of the Merger is for Cadeler to acquire all shares of Eneti Common Stock that it did not acquire in the Offer. Upon the consummation of the Merger, the Eneti business will be held by a wholly owned subsidiary of Cadeler, and the holders of Eneti Common Stock other than Cadeler (who are referred to as “Eneti Stockholders”) will no longer have any direct ownership interest in the Eneti business (though those Eneti Stockholders who accept the Offer and tender their shares of Eneti Common Stock to Cadeler pursuant to the Offer will continue to have an indirect ownership interest in the Eneti business through their ownership interest in Cadeler).

The board of directors of Eneti has unanimously (i) determined that the terms of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, including the Offer and the Merger, are fair to, and in the best interests of, Eneti and the Eneti Stockholders; (ii) determined that it is in the best interests of Eneti and the Eneti Stockholders and declared it advisable to enter into the Business Combination Agreement; (iii) approved the execution and delivery by Eneti of the Business Combination Agreement, the performance by Eneti of its covenants and agreements contained in the Business Combination Agreement and the consummation of the Offer, the Merger and the other transactions contemplated by the Business Combination Agreement upon the terms and subject to the conditions contained in the Business Combination Agreement; and (iv) resolved to recommend that the Eneti Stockholders accept the Offer and tender their shares of Eneti Common Stock to Cadeler pursuant to the Offer.

The Cadeler board of directors also determined that the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, including the Offer and the Merger and the issuance of Cadeler Shares in the Offer and Merger, are advisable and fair to, and in the best interests of, Cadeler and its shareholders, and approved the execution and delivery by Cadeler of the Business Combination Agreement.

Cadeler Shares are listed on the Oslo Stock Exchange under the symbol “CADLR,” and shares of Eneti Common Stock are listed on the NYSE under the symbol “NETI.”

We are not asking you for a proxy and you are requested not to send us a proxy. No shareholder vote is required to effect the Offer.

For a discussion of certain risk factors that you should consider in connection with the Offer, see “Risk Factors” beginning on page 38 of this prospectus.

This prospectus contains detailed information concerning the Offer for Eneti Common Stock and the proposed Business Combination between Cadeler and Eneti. You are encouraged to read this entire prospectus and the related letter of transmittal carefully, including the annexes and information referred to or incorporated by reference in this prospectus.

This prospectus is not an offer to sell securities and is not a solicitation of an offer to buy securities, nor shall there be any sale or purchase of securities pursuant hereto, in any jurisdiction in which such offer, sale or solicitation is not permitted or would be unlawful prior to registration or qualification under the laws of any such jurisdiction.

Neither Cadeler nor Eneti has authorized any person to provide any information or to make any representation in connection with the offer other than the information contained or incorporated by reference in this prospectus, and if any person provides any information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Cadeler or Eneti.

Neither the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Offer or has passed upon the adequacy or accuracy of the disclosure in this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated            , 2023.

 

TABLE OF CONTENTS

 

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ADDITIONAL INFORMATION

Eneti files annual and other reports, and other information with the SEC. Cadeler has filed a registration statement on Form F-4 with the SEC. You can obtain documents related to Cadeler and Eneti, without charge, by requesting them in writing or by telephone from the appropriate company.

You may also obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov.

If you have questions about the Offer or the Business Combination, need additional copies of this prospectus or need to obtain other information related to the prospectus, you may contact D.F. King & Co., Inc., Cadeler’s information agent, at the following address and telephone numbers:

D.F. King & Co., Inc.
48 Wall Street, 22nd floor
New York, NY 10005
Shareholders may call toll-free: (800) 967-4607
Banks and brokers may call collect: (212) 269-5550
Email: NETI@dfking.com

You will not be charged for any of the documents you request. If you would like to request documents, please do so by           , 2023, in order to receive them before the expiration of the Offer.

See “Where You Can Find Additional Information” beginning on page 320.

 

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ABOUT THIS PROSPECTUS

This prospectus, which forms part of a registration statement on Form F-4 (File No. 333-     ) filed with the SEC by Cadeler, constitutes a prospectus of Cadeler under Section 5 of the U.S. Securities Act with respect to the Cadeler Shares underlying the Cadeler ADSs, each representing four (4) such Cadeler Shares, to be delivered to Eneti Stockholders pursuant to the Offer.

The information concerning Cadeler contained in this prospectus has been provided by Cadeler, and information concerning Eneti contained in, or incorporated by reference into, this prospectus has been provided by Eneti.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. If you are in any doubt as to your eligibility to participate in the Offer, you should contact your professional adviser immediately.

This prospectus does not constitute a prospectus pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in the EU/EEA.

 

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FREQUENTLY USED TERMS

Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this prospectus:

•

“ADR” refers to American Depositary Receipt;

​

•

“ADR program” refers to American Depositary Receipt program;

​

•

“ADS” refers to American Depositary Share;

​

•

“BCAMI” refers to the Business Corporations Act of the Republic of the Marshall Islands;

​

•

“Business Combination” refers to the proposed acquisition to acquire control of and, ultimately, the entire issued share capital of Eneti by Cadeler pursuant to the Offer and the Merger as contemplated by the Business Combination Agreement, if initiated;

​

•

“Business Combination Agreement” refers to the Business Combination Agreement, dated as of June 16, 2023, by and between Cadeler and Eneti, as it may be further amended from time to time;

​

•

“Business Day” refers to any day, other than a Saturday, Sunday and any day on which banking institutions located in New York, New York or Copenhagen, Denmark are authorized or required by applicable law or other governmental action to close;

​

•

“BW Altor” refers to BW Altor Pte. Ltd.;

​

•

“BW Group” refers to BW Group Limited;

​

•

“Cadeler” refers to Cadeler A/S, a public limited liability company incorporated under the laws of Denmark;

​

•

“Cadeler ADSs” refers to ADSs of Cadeler, each of which represents four (4) Cadeler Shares;

​

•

“Cadeler Board” refers to the board of directors of Cadeler;

​

•

“Cadeler Group” refers to Cadeler together with its subsidiaries, which, following completion of the Offer, will include Eneti and its subsidiaries, and, following the Closing, will include Merger Sub and its subsidiaries;

​

•

“Cadeler Group 2022 Consolidated Financial Statements” refers to the consolidated financial statements for the Cadeler Group as of and for the year ended December 31, 2022, as prepared in accordance with IFRS;

​

•

“Cadeler Group Interim Financial Statements” refers to the Cadeler Group Unaudited Condensed Consolidated Interim Financial Statements as of and for the six months ended June 30, 2023 and 2022, as prepared in accordance with International Accounting Standard IAS 34 Interim Financial Reporting as issued by the IASB;

​

•

“Cadeler Shareholder Approval” refers to the approval granted at the general meeting of the Cadeler Shareholders on July 14, 2023, authorizing the Cadeler Board to effect the Cadeler Share Issuance, including to resolve the share capital increase in connection with the Cadeler Share Issuance, as well as to amend Cadeler’s articles of association to provide that the Cadeler Board shall consist of three to six members and to allow a vice chairman to be elected to the Cadeler Board;

​

•

“Cadeler Shareholders” refers to holders of Cadeler Shares;

​

•

“Cadeler Share Issuance” refers to the issuance of Cadeler Shares in connection with the Offer;

​

•

“Cadeler Shares” refers to the shares of Cadeler, with a nominal value of DKK 1.00 per share;

​

•

“Cadeler Trading Price” refers to the volume weighted average closing sale price of one (1) Cadeler Share as reported on the OSE for the ten (10) consecutive days on which the OSE is open for trading ending on the last such day immediately preceding the Acceptance Time (as defined in the Business Combination Agreement), converted, for each such trading day, from Norwegian Kroner into U.S. Dollars at the mid-point exchange rate for such currency pair on each such date as quoted by the Norges Bank (or, if no such exchange rate is quoted by the Norges Bank for any such date, at the

​

 

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Norwegian Kroner/U.S. Dollar exchange rate for the most recent trading date for which such exchange rate was so published), adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events;

•

“Closing” refers to the closing of the Merger;

​

•

“CMA” refers to the Competition and Markets Authority of the United Kingdom;

​

•

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended;

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•

“COSCO” refers to COSCO SHIPPING Heavy Industry Co. Ltd.;

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•

“Danish Act on Screening of Certain Foreign Direct Investments” refers to the Danish Act no. 842 of 10 May 2021 on Screening of Certain Foreign Direct Investments;

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•

“Danish Bankruptcy Act” refers to the Danish Act no. 1600 of December 25, 2022 on bankruptcy;

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•

“Danish Capital Markets Act” refers to the Danish consolidated act No. 41 of January 13, 2023 on Capital Markets, as amended;

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•

“Danish Companies Act” refers to the Danish consolidated act No. 1451 of November 9, 2022 on Public and Private Limited Companies, as amended;

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•

“Danish Salaried Employees Act” refers to the Danish consolidated act No. 1002 of August 24, 2017 on the legal relationship between employers and salaried employees, as amended;

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“DBA” refers to the Danish Business Authority (in Danish: Erhvervsstyrelsen);

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•

“Deposit Agreement” refers to the deposit agreement to be entered into among Cadeler, the Depositary and all holders and beneficial owners from time to time of ADRs issued thereunder, the form of which is attached as Exhibit 4.1 to the registration statement of which this prospectus constitutes a part;

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•

“Depositary” refers to JPMorgan Chase Bank, N.A., in its capacity as depositary under the Deposit Agreement;

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•

“DKK” and “Danish Krone” refer to the lawful currency of the Kingdom of Denmark;

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•

“DNB” refers to DNB Bank ASA;

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•

“DTC” refers to The Depository Trust Company;

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•

“Effective Time” refers to the time at which the Merger shall become effective, as contemplated by the Business Combination Agreement;

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•

“Eneti” refers to Eneti Inc., a company incorporated under the laws of the Republic of the Marshall Islands;

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•

“Eneti Board” refers to the board of directors of Eneti;

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•

“Eneti Common Stock” refers to the issued and outstanding shares of common stock of Eneti, par value $0.01 per share;

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•

“Eneti Group” refers to Eneti together with its subsidiaries;

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•

“Eneti Group 2020 Consolidated Financial Statements” refers to the consolidated financial statements for the Eneti Group as of and for the year ended December 31, 2020, as prepared in accordance with U.S. GAAP;

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•

“Eneti Group 2021 Consolidated Financial Statements” refers to the consolidated financial statements for the Eneti Group as of and for the year ended December 31, 2021, as prepared in accordance with U.S. GAAP;

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•

“Eneti Group 2022 Consolidated Financial Statements” refers to the consolidated financial statements for the Eneti Group as of and for the year ended December 31, 2022, as prepared in accordance with U.S. GAAP;

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•

“Eneti Group Interim Financial Statements” refers to the unaudited condensed consolidated financial statements for the Eneti Group as of and for the six months ended June 30, 2023 and 2022;

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•

“Eneti Group Consolidated Financial Statements” refers to the Eneti Group Interim Financial Statements, the Eneti Group 2022 Consolidated Financial Statements, the Eneti Group 2021 Consolidated Financial Statements and the Eneti Group 2020 consolidated Financial Statements;

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•

“Eneti Material Adverse Effect” refers to the term “Company Material Adverse Effect” as defined in the Business Combination Agreement;

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“Eneti Stockholders” refers to holders of Eneti Common Stock other than Cadeler;

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•

“EU” refers to the European Union;

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“EUR,” “Euros” and “€” refer to the lawful currency of the member states of the EU that have adopted the single currency in accordance with the treaty establishing the European Community, as amended;

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•

“Exchange Agent” refers to JPMorgan Chase Bank, N.A., in its capacity as exchange agent for the Offer;

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•

“Exchange Ratio” refers to 3.409 Cadeler Shares for 1 share of Eneti Common Stock;

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•

“Expiration Date” refers to         a.m./p.m. Eastern Time on           , 2023, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with the Business Combination Agreement;

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•

“Hanwha Ocean” refers to Hanwha Ocean Co., Ltd. (formerly known as Daewoo Shipbuilding & Marine Engineering Co. Ltd.);

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“IASB” means the International Accounting Standards Board;

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“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board;

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“Information Agent” refers to D.F. King & Co., Inc., in its capacity as information agent for the Offer;

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“IRS” refers to the U.S. Internal Revenue Service;

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“Merger” refers to the merger of Eneti with and into Merger Sub, to be initiated as soon as practicable following the consummation of the Offer;

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•

“Merger Sub” refers to the wholly owned subsidiary of Cadeler that will be the surviving entity in the Merger;

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“Minimum Condition” refers to the condition that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn in accordance with the terms of the Offer a number of Eneti Common Stock that, upon the consummation of the Offer, together with the Eneti Common Stock then owned by Cadeler (if any), would represent at least 85.01% of the aggregate voting power of Eneti Common Stock outstanding immediately after the consummation of the Offer;

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•

“NYSE” refers to the New York Stock Exchange;

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•

“Offer” refers to the exchange offer by Cadeler to acquire any (subject to the Minimum Condition) and all of the issued and outstanding Eneti Common Stock;

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“Offer Consideration” refers to 0.85225 Cadeler ADSs, each one (1) Cadeler ADS representing four (4) Cadeler Shares, for each share of Eneti Common Stock exchanged by Eneti Stockholders and accepted by Cadeler, in accordance with the terms and subject to the conditions of the Offer providing for an exchange ratio of 3.409 Cadeler Shares for each share of Eneti Common Stock, subject to payment of cash compensation in lieu of any fractional Cadeler ADSs without interest and subject to reduction for any applicable withholding taxes in accordance with the terms of the Offer;

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•

“OSE” refers to the Oslo Stock Exchange;

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•

“Outside Date” refers to March 15, 2024 (subject to extension to December 31, 2024 in certain circumstances as described in the Business Combination Agreement);

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•

“Perella Weinberg” refers to Perella Weinberg Partners LP, financial advisor to the Eneti Board;

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“Registration Statements” refers to the registration statement on Form F-4 of which this prospectus forms a part, and the registration statement on Form F-6 registering the Cadeler ADSs;

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•

“Sanctions” refers to the economic or financial sanctions, laws and/or regulations, trade embargoes, boycotts, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any of (i) the United States of America, including, but not limited to, the United States Treasury Department’s Office of Foreign Assets Control, (ii) the United Nations, (iii) the European Union and/or any member state thereof, (iv) the State Secretariat of Economic Affairs of Switzerland, (v) HM Treasury of the United Kingdom, and (vi) any other applicable country;

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•

“Scorpio Holdings” refers to Scorpio Holdings Limited;

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“SEC” refers to the U.S. Securities and Exchange Commission;

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“SSH” refers to Scorpio Services Holding Limited;

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•

“Swire Pacific” refers to Swire Pacific Limited;

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•

“Transactions” refers to the transactions contemplated by the Business Combination Agreement;

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•

“United States” and “U.S” refer to the United States of America;

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•

“U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

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•

“U.S. GAAP” refers to U.S. generally accepted accounting principles;

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•

“U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended;

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•

“USD,” “U.S. dollars” and “$” refer to the currency of the United States; and

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•

“WTIV” refers to wind turbine installation vessels.

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QUESTIONS AND ANSWERS ABOUT THE OFFER AND THE MERGER

Below are some of the questions that you as an Eneti Stockholder may have regarding the Offer and the Merger, and answers to those questions. You are urged to carefully read the remainder of this prospectus and the related letter of transmittal and the other documents referred to herein because the information contained in this section and in the “Summary” is not complete. Additional important information is contained in the remainder of this prospectus and the related letter of transmittal. See “Where You Can Find More Information.” Capitalized terms used in this section but not otherwise defined in this prospectus shall have the meanings assigned to them in the Business Combination Agreement.

Who is offering to buy my shares of Eneti Common Stock?

Cadeler is making this Offer. Cadeler is a key supplier to the offshore wind industry of installation services and operation and maintenance works, providing marine and engineering operations with a strong focus on safety and the environment. Cadeler is enabling and facilitating the global energy transition towards a future built on renewable energy.

On June 16, 2023, Cadeler and Eneti entered into the Business Combination Agreement.

What is the amount of Eneti Common Stock that Cadeler is offering to acquire?

Cadeler is seeking to acquire any and all of the issued and outstanding shares of Eneti Common Stock.

What will I receive for my shares of Eneti Common Stock?

Cadeler is offering to exchange for each outstanding share of Eneti Common Stock validly tendered and not validly withdrawn in the Offer 0.85225 Cadeler ADSs, each one (1) Cadeler ADS representing four (4) Cadeler Shares, in accordance with the terms and subject to the conditions of the Offer providing for an exchange ratio of 3.409 Cadeler Shares for each share of Eneti Common Stock, subject to payment of cash compensation in lieu of any fractional Cadeler ADSs without interest and subject to reduction for any applicable withholding taxes in accordance with the terms of the Offer, without interest and subject to reduction for any applicable withholding taxes.

What is a Cadeler ADS?

An ADS is a security that allows shareholders in the United States to hold and trade interests in foreign-based companies more easily. All Cadeler ADSs issued in the Offer will be issued only on the books of the Depositary in book-entry form. Cadeler ADSs in certified form evidenced by ADRs will not be issued in the Offer. Each Cadeler ADS will represent four (4) Cadeler Shares.

Cadeler has established an ADS facility in the United States, and Cadeler ADSs issued thereunder will be registered with the SEC. Cadeler intends to apply for the Cadeler ADSs issued in the Offer to be listed and admitted to trading, and the Cadeler Shares underlying such Cadeler ADSs to be listed (but not admitted to trading), on the NYSE. Cadeler ADSs will commence trading on the NYSE on a conditional “when issued” basis, subject to the official notice of issuance of the Cadeler ADSs, following completion of the Offer. “When issued” trading refers to a sale or purchase of a security that is made conditionally because the security has been authorized but not yet issued or delivered. The Cadeler Shares underlying the Cadeler ADSs will only be admitted to trading on the OSE and not on the NYSE, where they will only be admitted for listing. Cadeler ADSs will be issued under the facility operated by the Depositary pursuant to the Deposit Agreement at the ratio of one Cadeler ADS for every four (4) Cadeler Shares. The rights of holders of Cadeler ADSs will be governed by the terms of the Deposit Agreement. See “Description of American Depositary Shares.”

You may direct any questions related to the Cadeler ADS facility to the Information Agent at D.F. King & Co., Inc., 48 Wall Street, 22nd floor, New York, NY 10005; (800) 967-4607 (Toll Free); (212) 269‑5550 (call collect); Email: NETI@dfking.com.

If my shares of Eneti Common Stock are acquired in the Offer, how will my rights as an Eneti Stockholder change?

The rights of Eneti Stockholders are governed by Marshall Islands law. If your shares of Eneti Common Stock are acquired in the Offer, you will receive Cadeler ADSs. Your rights as a holder of Cadeler ADSs will

 

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be governed by the Deposit Agreement. The rights of a Cadeler Shareholder are governed by Danish law and by Cadeler’s articles of association. See “Comparison of Rights of Cadeler Shareholders and Eneti Stockholders”

What will happen to my Eneti Restricted Stock Award?

Each outstanding and unvested Eneti restricted stock award granted under the Equity Incentive Plan (as defined below) (each, a “Restricted Stock Award”) will accelerate and become fully vested and any forfeiture and transfer restrictions thereon imposed will lapse, and will be automatically exchanged into the Offer Consideration (and the applicable holder will cease to have any rights or entitlements thereafter with respect to such Restricted Stock Award) as of immediately prior to the completion and acceptance of the Offer.

Will I have to pay a fee or commission to exchange my shares of Eneti Common Stock for the Offer Consideration?

If you are the record owner of your shares of Eneti Common Stock and you tender these shares in the Offer, you will not have to pay any brokerage fees, commissions or similar expenses. If you own your shares of Eneti Common Stock through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your shares of Eneti Common Stock on your behalf, your broker or such other nominee may charge a fee for doing so. You should consult with your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

Why is Cadeler making this Offer?

The Offer is made in accordance with the Business Combination Agreement to combine the businesses of Cadeler and Eneti. The purpose of the Offer is for Cadeler to acquire control of, and ultimately the entire equity interest in, Eneti. The Offer is the first step in the Business Combination and Cadeler’s plan to acquire all of the outstanding shares of Eneti Common Stock, and the Merger is the second step in such plan.

In the Offer, if a sufficient number of shares of Eneti Common Stock are validly tendered into the Offer prior to the Expiration Date of the Offer such that Cadeler will own at least 85.01% of the aggregate voting power of the shares of Eneti Common Stock outstanding immediately after the consummation of the Offer, subject to the satisfaction or waiver of the other conditions to the Offer, Cadeler will accept for exchange, and will exchange, the shares tendered in the Offer. Then, thereafter and as the second step in the Business Combination and Cadeler’s plan to acquire all of the outstanding shares of Eneti Common Stock, Cadeler intends to as promptly as practicable consummate a Merger of Merger Sub with and into Eneti, with Merger Sub surviving the Merger. The purpose of the Merger is for Cadeler to acquire all remaining shares of Eneti Common Stock that it did not acquire in the Offer. Upon the consummation of the Merger, the Eneti business will be held by a wholly owned subsidiary of Cadeler, and Eneti Stockholders will no longer have any direct ownership interest in the Eneti business (though those Eneti Stockholders who accept the Offer and tender their shares of Eneti Common Stock to Cadeler pursuant to the Offer will continue to have an indirect ownership interest in the Eneti business through their ownership interest in Cadeler).

What does the Eneti Board recommend?

The Eneti Board has unanimously (i) determined that the terms of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, including the Offer and the Merger, are fair to, and in the best interests of, Eneti and the Eneti Stockholders; (ii) determined that it is in the best interests of Eneti and the Eneti Stockholders and declared it advisable to enter into the Business Combination Agreement; (iii) approved the execution and delivery by Eneti of the Business Combination Agreement, the performance by Eneti of its covenants and agreements contained in the Business Combination Agreement and the consummation of the Offer, the Merger and the other transactions contemplated by the Business Combination Agreement upon the terms and subject to the conditions contained in the Business Combination Agreement; and (iv) resolved to recommend that the Eneti Stockholders accept the Offer and tender their shares of Eneti Common Stock to Cadeler pursuant to the Offer.

 

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See “The Offer — Eneti’s Reasons for the Offer” for more information. A description of the reasons for this recommendation is also set forth in Eneti’s Solicitation/Recommendation Statement on Schedule 14D-9, which will be filed with the SEC and mailed to you and other Eneti Stockholders together with this prospectus.

What are the most significant conditions of the Offer?

The Offer is conditioned upon, among other things, the following:

•

Minimum Condition — Eneti Stockholders having validly tendered and not validly withdrawn in accordance with the terms of the Offer and prior to the Expiration Date a number of shares of Eneti Common Stock that, upon the consummation of the Offer, together with any shares of Eneti Common Stock then owned by Cadeler, would represent at least 85.01% of the aggregate voting power of the shares of Eneti Common Stock outstanding immediately after the consummation of the Offer;

​

•

Cadeler Shareholder Approval — The Cadeler Shareholder Approval having been granted;

​

•

DBA Confirmation — The DBA having provided its confirmation that the registration of the issuance of Cadeler Shares in connection with the Offer can be made;

​

•

Regulatory Approvals — Any required authorization, permit, notification, filing, approvals, consents, waivers or clearances under any antitrust laws or foreign investment laws, having been obtained or made, as applicable;

​

•

No Legal Prohibition — No governmental entity of competent jurisdiction having (i) enacted, issued or promulgated any law on or after June 16, 2023 (and there not having been any change on or after June 16, 2023 in the manner in which any governmental entity enforces or interprets any law enacted, issued or promulgated prior to June 16, 2023) that is in effect as of immediately prior to the Expiration Date or (ii) issued or granted any order or injunctions (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the Expiration Date, which, in each case described in the foregoing clauses (i) and (ii), restrains, enjoins or otherwise prohibits the consummation of the Transactions;

​

•

Effectiveness of the Registration Statements — The registration statement on Form F-4 of which this prospectus forms a part, and the registration statement to be filed on Form F-6 registering the Cadeler ADSs each having become effective under the U.S. Securities Act, and not being the subject of any stop order or proceeding seeking a stop order;

​

•

Listing of Cadeler ADSs and Cadeler Shares — The Cadeler ADSs to be issued in the Offer, and the Cadeler Shares underlying such Cadeler ADSs, having been approved for listing on the NYSE, subject to official notice of issuance, and the Cadeler Shares to be issued in the Offer having been approved for trading on the OSE;

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•

No Eneti Material Adverse Effect — There not having occurred any change, effect, development, circumstance, condition, state of facts, event or occurrence since the date of the Business Combination Agreement that, individually or in the aggregate, has had or would reasonably be expected to have an Eneti Material Adverse Effect (as described under “Business Combination Agreement — Material Adverse Effect”), and that is continuing as of immediately prior to the Expiration Date;

​

•

Accuracy of Eneti’s Representations and Warranties — The representations and warranties of Eneti contained in the Business Combination Agreement being true and correct as of the Expiration Date of the Offer, subject to specified materiality standards;

​

•

Eneti’s Compliance with Covenants — Eneti having performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Expiration Date; and

​

•

CMA Clearance — The CMA (i) not having indicated (verbally or in writing) in response to a briefing note that it has further questions in relation to the transactions contemplated by the Business Combination Agreement (which remain unanswered) and not having opened, or indicated that it is still considering whether to open, a CMA Merger Investigation; (ii) having opened a CMA Merger Investigation and a merger filing having subsequently been submitted, having confirmed that there

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will be no Phase 2 Reference; or (iii) having made a Phase 2 Reference, having confirmed that the transactions contemplated by the Business Combination Agreement are not expected to result in a substantial lessening of competition within any market(s) in the United Kingdom for goods or services; or an Initial Enforcement Order (“IEO”) not having been imposed on the Parties that either restricts the management of their respective businesses pending the determination of CMA or UK Investment Security Unit proceedings or prevents, restrains or otherwise makes illegal the consummation of the Transactions.

The Offer is subject to certain other conditions set forth below in the section entitled “The Offer — Conditions to the Offer.” The conditions to the Offer are for the sole benefit of Cadeler and may be asserted by Cadeler regardless of the circumstances giving rise to any such condition, or may be waived by Cadeler, by express and specific action to that effect, in whole or in part at any time and from time to time, in each case, prior to the Expiration Date, provided that (i) certain specified conditions (including all of the conditions noted above other than the conditions related to an Eneti Material Adverse Effect, accuracy of Eneti’s representations and Eneti’s compliance with covenants) may not be waived by Cadeler without the consent of Eneti and (ii) while Cadeler may, in its sole and absolute discretion and without Eneti’s consent, reduce the Minimum Condition from 85.01% to a lower percentage, Cadeler cannot, without Eneti’s prior written consent, reduce the Minimum Condition such that Cadeler would, following completion of the Offer, hold a number of shares of Eneti Common Stock less than the number of shares required to approve the Merger in accordance with the BCAMI (being a majority of the outstanding shares of Eneti Common Stock, or 50% plus 1 share). In determining whether to exercise its right to reduce the Minimum Condition as described in the foregoing sentence, Cadeler will consider a number of factors, including the overall level of support for the Offer reflected in acceptances received from Eneti Stockholders at the time of any such determination.

There is no financing condition to the Offer.

At the general meeting of the Cadeler Shareholders which took place on July 14, 2023, the Cadeler Shareholders voted to:

•

approve an authorization to the Cadeler Board to issue new Cadeler Shares in order to effect the Cadeler Share Issuance, including to resolve the share capital increase in connection therewith; and

​

•

amend Cadeler’s articles of association to provide that the Cadeler Board shall consist of three to six members and to allow a vice chairman to be elected to the Cadeler Board.

​

The Cadeler Shareholder Approval is a condition to the obligations of Cadeler and Eneti to complete the Business Combination, and was satisfied on July 14, 2023. This is the only approval of the Cadeler Shareholders necessary to effect the Business Combination Agreement, or to approve the Offer, the Merger or the other Transactions.

On September 14, 2023, the CMA confirmed, in response to the submission of a briefing paper from Cadeler, that it requires no further information on the Transactions and does not currently intend to open a formal investigation of the Transactions at this stage. It is Cadeler’s expectation that no such formal investigation will be forthcoming and that the relevant condition to the Offer will be satisfied.

On August 4, 2023, Scorpio Holdings Limited received foreign direct investment (“FDI”) approval from the DBA pursuant to the Danish Act no. 842 of 10 May 2021 on Screening of Certain Foreign Direct Investments (the “Danish Act on Screening of Certain Foreign Direct Investments”) with regard to the ownership by Scorpio Holdings Limited and partly held through Scorpio Services Holding Limited of more than 10% of all outstanding Cadeler Shares in the form of Cadeler ADS’ following completion of the Offer.

The Offer is not being made to any Russian or Belarusian national, any natural person residing in Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an EU, EEA or Swiss residence permit), any legal person, entity, or body established in Russia or Belarus (including EU branches of such legal persons, but excluding subsidiaries of Russian or Belarus legal entities organized or incorporated within the EU), or any natural or legal person where the issuance of securities to such person would result in a breach of Sanctions.

 

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How long will it take to complete the Business Combination?

The Business Combination is expected to be completed in the fourth quarter of 2023, subject to the satisfaction or waiver of the conditions described in “The Offer — Conditions to the Offer” and “Business Combination Agreement — Conditions to the Merger.”

How long do I have to decide whether to tender my shares of Eneti Common Stock in the Offer?

The Offer is scheduled to expire at        , Eastern Time, on           , 2023, unless extended or terminated in accordance with the Business Combination Agreement. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof to be made no later than 9:00 a.m., Eastern Time, on the next Business Day after the previously scheduled Expiration Date. During any such extension, all shares of Eneti Common Stock previously tendered and not validly withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s shares.

Under the Business Combination Agreement, unless Eneti consents otherwise or the Business Combination Agreement is terminated:

•

Cadeler must extend the Offer for any period required by any law, or by any rule, regulation, interpretation or position of the SEC or its staff or the NYSE applicable to the Offer, or to the extent necessary to resolve any comments of the SEC or its staff or the NYSE applicable to the Offer or to the Offer documents or the registration statement on Form F-4 of which this prospectus is a part;

​

•

in the event that any of the conditions to the Offer (other than the Minimum Condition and other than any such conditions that by their nature are to be satisfied at the Expiration Date (provided such conditions would be capable of being satisfied or validly waived were the Expiration Date to occur at such time)) have not been satisfied or waived in accordance with the Business Combination Agreement as of any then-scheduled Expiration Date, Cadeler must extend the Offer for successive extension periods of up to 10 Business Days each (or for such longer period as may be agreed by Cadeler and Eneti); and

​

•

if, as of any then-scheduled Expiration Date, each condition to the Offer (other than the Minimum Condition, and other than any such conditions that by their nature are to be satisfied at the Expiration Date (provided such conditions would be capable of being satisfied or validly waived were the Expiration Date to occur at such time)) has been satisfied or waived in accordance with the Business Combination Agreement and the Minimum Condition has not been satisfied, Cadeler may, and at the request in writing of Eneti must, extend the Offer for successive extension periods of up to 10 Business Days each (with the length of each such period being determined in good faith by Cadeler) (or for such longer period as may be agreed by Cadeler and Eneti in writing); however, in no event will Cadeler be required to extend the Expiration Date (i) if (x) the Minimum Condition is not satisfied by a number of shares that is equal to or less than the aggregate number of shares held or beneficially owned by any of the Eneti Stockholders party to the Tender and Support Agreements that have not been tendered, or have been tendered but validly withdrawn, in the Offer as of such time, and (y) as of such time the Eneti Stockholders party to the Tender and Support Agreements whose untendered shares are necessary to satisfy the Minimum Condition are not using good faith and diligent efforts to tender the necessary shares into the Offer; or (ii) for more than 40 Business Days.

​

Cadeler is not required to extend the Offer beyond the Outside Date, i.e. March 15, 2024 (subject to extension to December 31, 2024 in certain circumstances described under “Business Combination Agreement — Termination of the Business Combination Agreement”).

Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), promptly after the Expiration Date, Cadeler will accept for payment, and will pay for, in the form of Offer Consideration, all shares of Eneti Common Stock validly tendered and not validly withdrawn prior to the Expiration Date.

Any decision to extend the Offer will be made public by an announcement regarding such extension as described under “The Offer — Extension, Termination and Amendment of the Offer.”

 

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How do I tender my shares of Eneti Common Stock?

All shares of Eneti Common Stock are held in electronic book-entry form.

If your shares of Eneti Common Stock are held in “street name” ​(i.e., through a broker, dealer, commercial bank, trust company or other nominee), these shares of Eneti Common Stock may be tendered by your nominee by book-entry transfer through DTC. To validly tender such shares held in street name, Eneti Stockholders should instruct such nominee to do so prior to the Expiration Date.

To validly tender shares of Eneti Common Stock held of record, Eneti Stockholders must deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents for tendered shares of Eneti Common Stock to JPMorgan Chase Bank, N.A., the Depositary and Exchange Agent for the Offer and the Merger, not later than the Expiration Date. The letter of transmittal is enclosed with this prospectus.

Shares of Eneti Common Stock may not be validly tendered by any Russian or Belarusian national, any natural person residing in Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an EU, EEA or Swiss residence permit), any legal person, entity, or body established in Russia or Belarus (including EU branches of such legal persons, but excluding subsidiaries of Russian or Belarus legal entities organized or incorporated within the EU), or any natural or legal person where the issuance of securities to such person would result in a breach of Sanctions.

Cadeler is not providing for guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC prior to the Expiration Date. Tenders received by the Exchange Agent after the Expiration Date will be disregarded and of no effect. In all cases, you will receive your consideration for your tendered shares of Eneti Common Stock only after timely receipt by the Exchange Agent of either a confirmation of a book-entry transfer of such shares if your shares are held in “street name” or a properly completed and duly executed letter of transmittal if your shares are held of record, in each case, together with any other required documents.

For a complete discussion of the procedures for tendering your shares of Eneti Common Stock, see “The Offer — Procedures for Tendering Eneti Common Stock.”

Until what time can I withdraw my tendered shares of Eneti Common Stock?

You may withdraw your previously tendered shares of Eneti Common Stock at any time before the Offer has expired and, if Cadeler has not accepted your shares of Eneti Common Stock for payment by           , 2023, you may withdraw them at any time on or after that date until Cadeler accepts shares for payment. If Cadeler determines to accept your shares of Eneti Common Stock for payment in accordance with the Business Combination Ageement, it will communicate its acceptance by press release. Once Cadeler accepts your tendered shares of Eneti Common Stock for payment upon or after the Expiration Date, however, you will no longer be able to withdraw them. For a complete discussion of the procedures for withdrawing your shares of Eneti Common Stock, see “The Offer — Withdrawal Rights.”

How do I withdraw previously tendered shares of Eneti Common Stock?

To withdraw previously tendered shares of Eneti Common Stock, you must deliver a written notice of withdrawal with the required information to the Exchange Agent at any time at which you have the right to withdraw shares. If you tendered shares of Eneti Common Stock by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your shares of Eneti Common Stock and such broker, dealer, commercial bank, trust company or other nominee must effectively withdraw such shares of Eneti Common Stock at any time at which you have the right to withdraw shares. For a discussion of the procedures for withdrawing your shares of Eneti Common Stock, including the applicable deadlines for effecting withdrawals, see “The Offer — Withdrawal Rights.”

When and how will I receive the Offer Consideration in exchange for my tendered shares of Eneti Common Stock?

Cadeler will exchange all validly tendered and not validly withdrawn shares of Eneti Common Stock promptly after the Expiration Date of the Offer, subject to the terms thereof and the satisfaction or waiver

 

12

 

of the conditions to the Offer, as set forth in “The Offer — Conditions to the Offer.” Cadeler will deliver the Offer Consideration for your validly tendered and not validly withdrawn shares through the Exchange Agent. In all cases, you will receive your Offer Consideration for your tendered shares of Eneti Common Stock only after timely receipt by the Exchange Agent of either a confirmation of a book-entry transfer of such shares (as described in “The Offer — Procedures for Tendering Eneti Common Stock”) or a properly completed and duly executed letter of transmittal, in each case, together with any other required documents.

Why does the cover page to this prospectus state that this Offer is preliminary and subject to change, and that the registration statement filed with the SEC is not yet effective? Does this mean that the Offer has not commenced?

No. Completion of this prospectus and effectiveness of the registration statement are not necessary to commence this Offer. The Offer was commenced on the date of the first public filing of the registration statement on Form F-4 of which this prospectus is a part. Cadeler cannot, however, accept for exchange any shares of Eneti Common Stock tendered in the Offer or exchange any shares until the registration statement is declared effective by the SEC and the other conditions to the Offer have been satisfied or waived (subject to the terms and conditions of the Business Combination Agreement).

What happens if I do not tender my shares of Eneti Common Stock?

The Business Combination Agreement provides that, if the Offer is completed, the parties will effect the Merger as promptly as practicable after completion of the Offer in order to squeeze out any remaining Eneti Stockholders. Eneti Stockholders who do not tender their shares of Eneti Common Stock in the Offer will receive compensation in the Merger. The consideration to be paid to non-tendering Eneti Stockholders in the Merger will be determined pursuant to the laws and regulations of the Republic of the Marshall Islands and will represent at least fair value as contemplated by the BCAMI, however, the consideration may be different in form and/or value from the consideration offered to tendering Eneti Stockholders in the Offer.

No appraisal rights are expected to be available to Eneti Stockholders in connection with the Merger because it is assumed that Eneti will remain listed on NYSE at least through the record date for the Merger. Under Section 100 of the BCAMI, Eneti Stockholders will not be entitled to seek appraisal if, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of shareholders called to vote upon the agreement of Merger, Eneti Common Stock is either (i) listed on a securities exchange or admitted to trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. Eneti Common Stock is currently listed on NYSE and it is presently expected that Eneti Common Stock will remain listed on NYSE at least through the record date for the Merger. Eneti Stockholders are not, therefore, expected to have appraisal rights in connection with the Merger. See “Will I have the right to have my shares of Eneti Common Stock appraised?”

Does Cadeler have the financial resources to complete the Offer and the Merger?

Yes. The Offer Consideration will consist of Cadeler ADSs and Cadeler believes that it has sufficient resources to complete the Merger following the consummation of the Offer. The Offer and the Merger are not conditioned upon any financing arrangements or contingencies.

If the Offer is completed, will Eneti continue as a public company?

No. Cadeler is required, on the terms and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, to consummate the Merger as promptly as practicable following completion of the Offer. If the Merger takes place, Eneti will no longer be publicly traded. Even if for some reason the Merger does not take place, if Cadeler purchases all shares of Eneti Common Stock validly tendered and not validly withdrawn, there may be so few remaining Eneti Stockholders and publicly held shares that shares of Eneti Common Stock will no longer be eligible to be traded through the NYSE or other securities exchanges, there may not be an active public trading market for shares of Eneti Common Stock and Eneti may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies.

 

13

 

Will the Offer be followed by a Merger if all shares of Eneti Common Stock are not tendered in the Offer?

Yes, unless the conditions to the Merger are not satisfied or waived in accordance with the Business Combination Agreement. If Cadeler accepts for payment all shares of Eneti Common Stock validly tendered and not validly withdrawn pursuant to the Offer, and the other conditions to the Business Combination are satisfied or waived in accordance with the Business Combination Agreement, the Merger will take place promptly thereafter. If the Merger takes place, Cadeler will own 100% of the equity of Eneti.

Cadeler is required, on the terms and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, to consummate the Merger as promptly as practicable following the consummation of the Offer. As such, Cadeler does not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.

Do the officers and directors of Eneti have interests in the Offer and the Merger that are different from those of stockholders generally?

You should be aware that some of the officers and directors of Eneti have interests in the Offer and the Merger that are different from, or in addition to, your interests as an Eneti Stockholder. These interests include, among other things, the agreement by Eneti with certain named executive officers and directors to accelerate the vesting of all outstanding and unvested restricted stock awards granted under the Equity Incentive Plan immediately prior to the completion and acceptance of the Offer and to be automatically exchanged into the right to receive the Offer Consideration, payments of change of control bonuses and severance payments under Eneti’s change in control severance agreements and certain indemnification obligations. The Eneti Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination Agreement, and in recommending to Eneti Stockholders that they tender their Eneti Common Stock in connection with the Offer. Eneti Stockholders should take these interests into account in deciding whether to tender their Eneti Common Stock. See “The Offer — Interests of Eneti and its Directors and Officers” and “Business Combination Agreement — Employee Matters” below for more information.

As of June 16, 2023, the directors and executive officers of Eneti and their affiliates beneficially owned approximately 2,878,737 shares of Eneti Common Stock, representing approximately 7.45% of the shares of Eneti Common Stock outstanding.

Concurrently with the execution of the Business Combination Agreement, on June 16, 2023, (i) Eneti Stockholders Scorpio Holdings Limited (“Scorpio Holdings”) and Scorpio Services Holding Limited (“SSH”), (ii) Eneti directors Emanuele A. Lauro, Robert Bugbee, Roberto Giorgi, Christian M. Gut, Berit Ledel Henriksen, James B. Nish, Einar Michael Steimler and Aileen Tan, and (iii) Eneti officers Filippo Lauro, Cameron Mackey and Hugh Baker entered into Tender and Support Agreements with Cadeler, solely in their capacities as Eneti Stockholders, pursuant to which they agreed, among other things, to irrevocably tender all of their shares of Eneti Common Stock prior to the Expiration Date. For more information regarding the Tender and Support Agreements, see “Tender and Support Agreements,” and the form of Tender and Support Agreement, a copy of which has been filed as Annex B to this prospectus and is incorporated herein by reference.

See also “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” in the Schedule 14D-9, which will be filed with the SEC and mailed to you and other Eneti Stockholders together with this prospectus.

What are the material U.S. federal income tax consequences of receiving Cadeler ADSs in exchange for my shares of Eneti Common Stock in the Offer or the Merger?

The U.S. federal income tax consequences of the Offer are discussed under “Material Tax Consequences — Material U.S. Federal Income Tax Considerations.” The discussion of the material U.S. federal income tax consequences contained in this prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws. You are urged to consult your tax adviser regarding the tax consequences of the Business Combination.

 

14

 

Will I have the right to have my shares of Eneti Common Stock appraised?

No appraisal rights are available to Eneti Stockholders in connection with the Offer, and no appraisal rights are expected to be available to Eneti Stockholders in connection with the Merger because it is assumed that Eneti will remain listed on NYSE at least through the record date for the Merger. Under Section 100 of the BCAMI, Eneti Stockholders will not be entitled to seek appraisal if, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of shareholders called to vote upon the agreement of Merger, Eneti Common Stock is either (i) listed on a securities exchange or admitted to trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. Eneti Common Stock is currently listed on NYSE and it is presently expected that Eneti Common Stock will remain listed on NYSE at least through the record date for the Merger. Eneti Stockholders are not, therefore, expected to have appraisal rights in connection with the Merger.

If (i) the number of Eneti Common Stock purchased in the Offer is such that the non-tendered Eneti Common Stock no longer meets the requirements for continued listing and is delisted from NYSE on or prior to the record date for the Merger and (ii) there are fewer than 2,000 record holders of Eneti Common Stock on such date, then Eneti Stockholders who (1) did not tender shares of Eneti Common Stock in the Offer; (2) follow the procedures set forth in Section 101 of the BCAMI; and (3) do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, in each case in accordance with the BCAMI, will be entitled to have their shares of Eneti Common Stock appraised by the High Court of the Republic of the Marshall Islands and receive payment of the “fair value” of such shares, excluding any appreciation or depreciation directly or indirectly induced by the Merger or its proposal. The “fair value” of any shares of Eneti Common Stock could be based upon considerations other than, or in addition to, the price paid in the Merger and the market value of such shares. Eneti Stockholders should recognize that the value so determined could be higher or lower than the consideration payable in the Merger. Moreover, Cadeler and Eneti may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such shares is less than such amount.

Whom should I call if I have questions about the Offer?

You may call D.F. King & Co., Inc., the Information Agent, toll free at (800) 967-4607 or contact the Information Agent via e-mail at NETI@dfking.com.

Where can I find more information about Cadeler and Eneti?

You can find more information about Cadeler and Eneti from various sources described in the section of this prospectus entitled “Where You Can Find Additional Information.”

 

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Vessel	​	​	Wind Orca	​	​	Wind Osprey	​
Design	​	​	SHI/KEH	​	​	SHI/KEH	​
Delivery year	​	​	2012	​	​	2013	​
Yard	​	​	Samsung Heavy Industries	​	​	Samsung Heavy Industries	​
Flag	​	​	Denmark	​	​	Denmark	​
Length overall (m)	​	​	161.3	​	​	161.3	​
Breadth (m)	​	​	49.0	​	​	49.0	​
Main crane capacity (t)	​	​	1,200*	​	​	1,150*	​
Main deck area (m2)	​	​	4,300	​	​	4,300	​
Turbine carrying capacity	​	​	3x15 MW	​	​	3x15 MW	​
Max POB (pax)	​	​	111	​	​	111	​
Leg length (m)	​	​	Max. leg protrusion 80m below the hull	​	​	Max. leg protrusion 80m below the hull	​
Services	​	​	Wind farm installation vessel services	​	​	Wind farm installation vessel services	​

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Sold

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Vessel

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Seajacks Scylla

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Seajacks Zaratan

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Seajacks Hydra

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Seajacks Leviathan

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Seajacks Kraken(1)

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Design

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NG14000X

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NG5500C

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NG2500X

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NG2500X

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NG2500X

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Nov 2015

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May 2012

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June 2014

​

​

June 2009

​

​

March 2009

​

Yard

​

​

Samsung Heavy Industries

​

​

Lamprell Energy Limited

​

​

Lamprell Energy Limited

​

​

Lamprell Energy Limited

​

​

Lamprell Energy Limited

​

Flag

​

​

Panama

​

​

Japan

​

​

Panama

​

​

Panama

​

​

Panama

​

Length overall (m)

​

​

139

​

​

109

​

​

75

​

​

75

​

​

75

​

Width (m)

​

​

50

​

​

41

​

​

36

​

​

36

​

​

36

​

Main crane capacity (t)

​

​

1,540

​

​

800

​

​

400

​

​

400

​

​

300

​

Main deck area (m2)

​

​

4,600

​

​

2,000

​

​

900

​

​

900

​

​

900

​

Turbine carrying capacity

​

​

12 – 14MW class

​

​

9.5MW class

​

​

4MW class

​

​

4MW class

​

​

4MW class

​

Max POB (pax)

​

​

130

​

​

90

​

​

100

​

​

140

​

​

90

​

Leg length (m)

​

​

105

​

​

85

​

​

85

​

​

85

​

​

85

​

Services

​

​

WTG installation Jacket and monopile installation

​

​

WTG installation and maintenance Substation support Pre-piling

​

​

Hook up and commissioning support Accommodation support WTG Maintenance

​

​

Well intervention support Accommodation support WTG Maintenance

​

​

Hook up and commissioning support Accommodation support WTG Maintenance

​

​

17

 

​	​	​	Newbuilding WTIVs	​
Type of vessel	​	​	DNVGL 1A Self-Elevating Wind Turbine Installation Unit, 4 legs	​
Design	​	​	GustoMSC NG16000X	​
Expected flag state	​	​	Marshall Islands	​
Expected delivery year	​	​	First and third quarters of 2025, respectively	​
Yard	​	​	Hanwha Ocean Co., Ltd. (formerly known as Daewoo Shipbuilding & Marine Engineering Co. Ltd.)	​
Leg length	​	​	109m	​
Length overall	​	​	184m	​
Width overall	​	​	56m	​
Main deck area	​	​	5,400m2	​
Main deck load	​	​	10t/m2	​
Accommodation	​	​	130 pax in 84 cabins	​
Main crane type	​	​	Pedestal mounted at stern	​
Main crane capacity	​	​	SWL 2,600t	​
Boom length	​	​	155m	​
Auxiliary crane	​	​	3 electro-hydraulically driven auxiliary cranes	​
Helideck	​	​	22.2m	​
Service speed	​	​	9.5 knots	​

18

 

​

19

 

​

20

 

21

 

​

22

 

​

23

 

24

 

25

 

26

 

27

 

28

 

​

​

​

Cadeler Group Historical

​

​

Eneti Group Historical

​

​

Pro Forma Combined

​

​

Pro Forma Equivalent Eneti Common Stock(1)

​

Six months ended June 30, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income/(loss) per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings/(loss) per share:

​

​

​

€

0.15

​

​

​

​

$

(1.84)

​

​

​

​

€

(0.10)

​

​

​

​

€

(0.33)

​

​

Diluted(2) earnings/(loss) per share:

​

​

​

€

0.15

​

​

​

​

$

(1.84)

​

​

​

​

€

(0.10)

​

​

​

​

€

(0.33)

​

​

Book value(3) per share as of June 30, 2023

​

​

​

€

2.85

​

​

​

​

$

16.85

​

​

​

​

€

3.12

​

​

​

​

€

10.64

​

​

Year ended December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share:

​

​

​

€

0.22

​

​

​

​

$

2.78

​

​

​

​

€

0.60

​

​

​

​

€

2.05

​

​

Diluted(2) earnings per share:

​

​

​

€

0.22

​

​

​

​

$

2.76

​

​

​

​

€

0.60

​

​

​

​

€

2.05

​

​

Book value(3) per share as of December 31, 2022

​

​

​

€

2.74

​

​

​

​

$

18.61

​

​

​

​

€

3.33

​

​

​

​

€

11.35

​

​

​

29

 

​

​

​

Cadeler Shares

​

​

Eneti Common Stock

​

​

​

​

High

​

​

Low

​

​

Dividend per share

​

​

High

​

​

Low

​

​

Dividend per share

​

2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

​

NOK 37.52

​

​

​

​

​

NOK 23.87

​

​

​

​

​

—

​

​

​

​

$

24.74

​

​

​

​

$

15.30

​

​

​

​

$

0.05

​

​

Second Quarter

​

​

​

​

NOK 41.70

​

​

​

​

​

NOK 29.10

​

​

​

​

​

—

​

​

​

​

$

22.48

​

​

​

​

$

18.30

​

​

​

​

$

0.05

​

​

Third Quarter

​

​

​

​

NOK 36.80

​

​

​

​

​

NOK 29.31

​

​

​

​

​

—

​

​

​

​

$

19.60

​

​

​

​

$

15.53

​

​

​

​

$

0.01

​

​

Fourth Quarter

​

​

​

​

NOK 38.79

​

​

​

​

​

NOK 30.63

​

​

​

​

​

—

​

​

​

​

$

17.95

​

​

​

​

$

6.26

​

​

​

​

$

0.01

​

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

​

NOK 38.33

​

​

​

​

​

NOK 28.12

​

​

​

​

​

—

​

​

​

​

$

8.29

​

​

​

​

$

4.99

​

​

​

​

$

0.01

​

​

Second Quarter

​

​

​

​

NOK 36.92

​

​

​

​

​

NOK 29.34

​

​

​

​

​

—

​

​

​

​

$

7.49

​

​

​

​

$

4.81

​

​

​

​

$

0.01

​

​

Third Quarter

​

​

​

​

NOK 38.88

​

​

​

​

​

NOK 32.24

​

​

​

​

​

—

​

​

​

​

$

8.82

​

​

​

​

$

5.13

​

​

​

​

$

0.01

​

​

Fourth Quarter

​

​

​

​

NOK 40.44

​

​

​

​

​

NOK 29.32

​

​

​

​

​

—

​

​

​

​

$

10.42

​

​

​

​

$

6.66

​

​

​

​

$

0.01

​

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

​

NOK 48.98

​

​

​

​

​

NOK 36.50

​

​

​

​

​

—

​

​

​

​

$

11.20

​

​

​

​

$

8.61

​

​

​

​

$

0.01

​

​

June 15, 2023(1)

​

​

​

​

NOK 51.00

​

​

​

​

​

NOK 36.50

​

​

​

​

​

n/a

​

​

​

​

$

12.04

​

​

​

​

$

7.75

​

​

​

​

​

n/a

​

​

Second Quarter

​

​

​

​

NOK 51.00

​

​

​

​

​

NOK 41.16

​

​

​

​

​

—

​

​

​

​

$

13.46

​

​

​

​

$

7.75

​

​

​

​

$

0.01

​

​

Third Quarter

​

​

​

​

NOK 47.50

​

​

​

​

​

NOK 36.08

​

​

​

​

​

—

​

​

​

​

$

13.54

​

​

​

​

$

10.00

​

​

​

​

$

0.01

​

​

October 18, 2023(2)

​

​

​

​

NOK 37.20

​

​

​

​

​

NOK 34.92

​

​

​

​

​

n/a

​

​

​

​

$

10.26

​

​

​

​

$

9.42

​

​

​

​

​

n/a

​

​

​

​

​

Price per Cadeler Share

​

​

Implied equivalent value of Eneti Common Stock(1)

​

June 15, 2023

​

​

​

​

NOK 47.68

​

​

​

​

$

15.44

​

​

October 18, 2023

​

​

​

​

NOK 37.20

​

​

​

​

$

10.09

​

​

30

 

​

​

​

Dividends per share

​

​

​

​

Quarterly

​

​

Total

​

​

​

​

($ per share)

​

2021

​

​

​

​

0.03

​

​

​

​

​

0.12

​

​

2022

​

​

​

​

0.01

​

​

​

​

​

0.04

​

​

2023 YTD(1)

​

​

​

​

0.01

​

​

​

​

​

0.03

​

​

​

31

 

​

​

​

For the six months ended June 30,

​

​

For the year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(EUR’000)

​

Revenue

​

​

​

​

67,773

​

​

​

​

​

43,038

​

​

​

​

​

106,424

​

​

​

​

​

60,938

​

​

Cost of sales

​

​

​

​

(25,222)

​

​

​

​

​

(23,416)

​

​

​

​

​

(49,537)

​

​

​

​

​

(38,879)

​

​

Gross profit

​

​

​

​

42,551

​

​

​

​

​

19,622

​

​

​

​

​

56,887

​

​

​

​

​

22,059

​

​

Administrative expenses

​

​

​

​

(13,112)

​

​

​

​

​

(7,009)

​

​

​

​

​

(15,696)

​

​

​

​

​

(10,925)

​

​

Operating profit

​

​

​

​

29,439

​

​

​

​

​

12,613

​

​

​

​

​

41,191

​

​

​

​

​

11,134

​

​

Finance income

​

​

​

​

441

​

​

​

​

​

532

​

​

​

​

​

4,031

​

​

​

​

​

1,795

​

​

Finance costs

​

​

​

​

(291)

​

​

​

​

​

(3,342)

​

​

​

​

​

(9,681)

​

​

​

​

​

(5,491)

​

​

Profit before income tax

​

​

​

​

29,589

​

​

​

​

​

9,803

​

​

​

​

​

35,541

​

​

​

​

​

7,438

​

​

Income tax credit / (expense)

​

​

​

​

—

​

​

​

​

​

(25)

​

​

​

​

​

—

​

​

​

​

​

13

​

​

Profit for the period

​

​

​

​

29,589

​

​

​

​

​

9,778

​

​

​

​

​

35,541

​

​

​

​

​

7,451

​

​

Other comprehensive income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Items that may be reclassified to profit or loss

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash flow hedges – changes in fair value(1)

​

​

​

​

(3,467)

​

​

​

​

​

—

​

​

​

​

​

905

​

​

​

​

​

—

​

​

Cash flow hedges – interest recycled(1)

​

​

​

​

(519)

​

​

​

​

​

—

​

​

​

​

​

438

​

​

​

​

​

—

​

​

Cash flow hedges – cost of hedging

​

​

​

​

(2,651)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other comprehensive income/loss after tax

​

​

​

​

(6,637)

​

​

​

​

​

—

​

​

​

​

​

1,343

​

​

​

​

​

—

​

​

Total comprehensive income for the period, net of tax

​

​

​

​

22,952

​

​

​

​

​

9,778

​

​

​

​

​

36,884

​

​

​

​

​

7,451

​

​

​

32

 

​

​

​

For the six months ended June 30,

​

​

For the year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(EUR’000)

​

Net change in working capital

​

​

​

​

(23,988)

​

​

​

​

​

6,181

​

​

​

​

​

(30,451)

​

​

​

​

​

1,927

​

​

Net cash from operating activities

​

​

​

​

18,380

​

​

​

​

​

29,187

​

​

​

​

​

29,036

​

​

​

​

​

30,200

​

​

Net cash (used in) investing activities

​

​

​

​

(15,574)

​

​

​

​

​

(117,458)

​

​

​

​

​

(225,408)

​

​

​

​

​

(163,375)

​

​

Net cash (used in)/provided by financing activities

​

​

​

​

(2,766)

​

​

​

​

​

86,077

​

​

​

​

​

213,075

​

​

​

​

​

71,847

​

​

Net increase/(decrease) in cash and cash equivalents

​

​

​

​

40

​

​

​

​

​

(2,194)

​

​

​

​

​

16,704

​

​

​

​

​

(61,328)

​

​

Cash and cash equivalents at end of the period

​

​

​

​

19,052

​

​

​

​

​

114

​

​

​

​

​

19,012

​

​

​

​

​

2,308

​

​

​

​

​

As at June 30,

​

​

As at December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(EUR’000)

​

Total non-current assets

​

​

​

​

617,171

​

​

​

​

​

507,164

​

​

​

​

​

610,524

​

​

​

​

​

400,148

​

​

Total current assets

​

​

​

​

81,024

​

​

​

​

​

15,809

​

​

​

​

​

59,506

​

​

​

​

​

24,618

​

​

Total assets

​

​

​

​

698,195

​

​

​

​

​

522,973

​

​

​

​

​

670,030

​

​

​

​

​

424,766

​

​

Total equity

​

​

​

​

563,827

​

​

​

​

​

417,712

​

​

​

​

​

540,568

​

​

​

​

​

325,256

​

​

Total non-current liabilities

​

​

​

​

125,233

​

​

​

​

​

37,695

​

​

​

​

​

117,664

​

​

​

​

​

45,654

​

​

Total current liabilities

​

​

​

​

9,135

​

​

​

​

​

67,566

​

​

​

​

​

11,798

​

​

​

​

​

53,856

​

​

Total liabilities

​

​

​

​

134,368

​

​

​

​

​

105,261

​

​

​

​

​

129,462

​

​

​

​

​

99,510

​

​

Total equity and liabilities

​

​

​

​

698,195

​

​

​

​

​

522,973

​

​

​

​

​

670,030

​

​

​

​

​

424,766

​

​

33

 

​

​

​

For the six months ended June 30,

​

​

For the year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(USD’000)

​

Revenue:

​

​

​

​

​

​

Revenue

​

​

​

​

52,665

​

​

​

​

​

83,720

​

​

​

​

​

199,326

​

​

​

​

​

127,641

​

​

​

​

​

33,120

​

​

Revenue-related party pools

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

16,392

​

​

​

​

​

130,612

​

​

Total vessel revenue

​

​

​

​

52,665

​

​

​

​

​

83,720

​

​

​

​

​

199,326

​

​

​

​

​

144,033

​

​

​

​

​

163,732

​

​

Operating expenses:

​

​

​

​

​

​

Voyage expenses

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

12,127

​

​

​

​

​

6,716

​

​

Voyage expense-related party

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

5,435

​

​

​

​

​

3,293

​

​

Vessel operating costs

​

​

​

​

36,526

​

​

​

​

​

36,847

​

​

​

​

​

79,349

​

​

​

​

​

49,413

​

​

​

​

​

80,860

​

​

Vessel operating costs-related party

​

​

​

​

874

​

​

​

​

​

5

​

​

​

​

​

4

​

​

​

​

​

3,092

​

​

​

​

​

11,946

​

​

Charter hire expense

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

34,001

​

​

​

​

​

21,107

​

​

Vessel depreciation

​

​

​

​

12,135

​

​

​

​

​

12,460

​

​

​

​

​

24,597

​

​

​

​

​

10,190

​

​

​

​

​

48,369

​

​

General and administrative expense

​

​

​

​

18,699

​

​

​

​

​

20,505

​

​

​

​

​

40,566

​

​

​

​

​

50,819

​

​

​

​

​

17,568

​

​

General and administrative expenses-related party

​

​

​

​

590

​

​

​

​

​

551

​

​

​

​

​

611

​

​

​

​

​

33,135

​

​

​

​

​

8,103

​

​

(Gain on vessels sold) loss/write down on assets held for sale

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(24,206)

​

​

​

​

​

458,610

​

​

Loss/write down on assets held for sale-related party

​

​

​

​

49,336

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1,474

​

​

​

​

​

36,803

​

​

Total operating expenses

​

​

​

​

118,160

​

​

​

​

​

70,368

​

​

​

​

​

145,127

​

​

​

​

​

175,480

​

​

​

​

​

693,375

​

​

Operating (loss) income

​

​

​

​

(65,495)

​

​

​

​

​

13,352

​

​

​

​

​

54,199

​

​

​

​

​

(31,447)

​

​

​

​

​

(529,643)

​

​

Other income (expense):

​

​

​

​

​

​

Interest income

​

​

​

​

1,684

​

​

​

​

​

11

​

​

​

​

​

647

​

​

​

​

​

87

​

​

​

​

​

210

​

​

Gain on bargain purchase of Seajacks

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

57,436

​

​

​

​

​

—

​

​

Gain on sale of equity investment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

5,382

​

​

​

​

​

—

​

​

Income (loss) from equity investment-related party

​

​

​

​

—

​

​

​

​

​

47,197

​

​

​

​

​

55,538

​

​

​

​

​

4,353

​

​

​

​

​

(105,384)

​

​

34

 

​

​

​

For the six months ended June 30,

​

​

For the year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(USD’000)

​

Foreign exchange (loss) gain

​

​

​

​

1,476

​

​

​

​

​

(2,321)

​

​

​

​

​

(1,816)

​

​

​

​

​

1,120

​

​

​

​

​

(348)

​

​

Financial expense, net

​

​

​

​

(764)

​

​

​

​

​

(397)

​

​

​

​

​

(563)

​

​

​

​

​

(14,848)

​

​

​

​

​

(36,818)

​

​

Financial expense – related party

​

​

​

​

—

​

​

​

​

​

(1,555)

​

​

​

​

​

(1,555)

​

​

​

​

​

(1,512)

​

​

​

​

​

—

​

​

Total other income (expense)

​

​

​

​

2,396

​

​

​

​

​

42,935

​

​

​

​

​

52,251

​

​

​

​

​

52,018

​

​

​

​

​

(142,340)

​

​

(Loss) income before taxes

​

​

​

​

(63,099)

​

​

​

​

​

56,287

​

​

​

​

​

106,450

​

​

​

​

​

20,571

​

​

​

​

​

(671,983)

​

​

Income tax expense

​

​

​

​

4,303

​

​

​

​

​

(589)

​

​

​

​

​

748

​

​

​

​

​

344

​

​

​

​

​

—

​

​

Net income (loss) after taxes

​

​

​

​

(67,402)

​

​

​

​

​

56,876

​

​

​

​

​

105,702

​

​

​

​

​

20,227

​

​

​

​

​

(671,983)

​

​

​

​

​

​

For the six months ended June 30,

​

​

For the year ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(USD’000)

​

Net cash provided by (used in) operating activities

​

​

​

​

1,588

​

​

​

​

​

(4,702)

​

​

​

​

​

63,263

​

​

​

​

​

8,242

​

​

​

​

​

(38,835)

​

​

Net cash provided by investing activities

​

​

​

​

(42,376)

​

​

​

​

​

(35,405)

​

​

​

​

​

6,815

​

​

​

​

​

550,378

​

​

​

​

​

195,505

​

​

Net cash used in financing activities

​

​

​

​

(7,022)

​

​

​

​

​

(72,824)

​

​

​

​

​

(96,828)

​

​

​

​

​

(488,645)

​

​

​

​

​

(115,198)

​

​

Net increase (decrease) in cash, cash equivalents and restricted cash

​

​

​

​

(47,810)

​

​

​

​

​

(112,931)

​

​

​

​

​

(26,750)

​

​

​

​

​

69,975

​

​

​

​

​

41,472

​

​

Cash, cash equivalents and restricted cash at end of the period

​

​

​

​

79,417

​

​

​

​

​

41,046

​

​

​

​

​

127,227

​

​

​

​

​

153,977

​

​

​

​

​

84,002

​

​

​

​

​

As at June 30, 2023

​

​

As at December 31,

​

​

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

Unaudited

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(USD’000)

​

Total non-current assets

​

​

​

​

629,869

​

​

​

​

​

640,332

​

​

​

​

​

617,243

​

​

​

​

​

746,592

​

​

Total current assets

​

​

​

​

128,538

​

​

​

​

​

174,172

​

​

​

​

​

190,030

​

​

​

​

​

121,603

​

​

Total assets

​

​

​

​

758,407

​

​

​

​

​

814,504

​

​

​

​

​

807,273

​

​

​

​

​

868,195

​

​

Total shareholders’ equity

​

​

​

​

651,396

​

​

​

​

​

715,314

​

​

​

​

​

620,344

​

​

​

​

​

272,598

​

​

Total non-current liabilities

​

​

​

​

62,298

​

​

​

​

​

54,179

​

​

​

​

​

55,766

​

​

​

​

​

508,581

​

​

Total current liabilities

​

​

​

​

44,713

​

​

​

​

​

45,011

​

​

​

​

​

131,163

​

​

​

​

​

87,016

​

​

Total liabilities

​

​

​

​

107,011

​

​

​

​

​

99,190

​

​

​

​

​

186,929

​

​

​

​

​

595,597

​

​

Total liabilities and shareholders’ equity

​

​

​

​

758,407

​

​

​

​

​

814,504

​

​

​

​

​

807,273

​

​

​

​

​

868,195

​

​