UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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Commission file number:
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Legal Officer
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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(1) |
Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of December 31, 2024 was:
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Title of Class |
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Number of Shares Outstanding |
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Ordinary shares, with a nominal value of DKK 1.00 per share |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
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Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Accelerated Filer |
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Non-accelerated Filer |
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Emerging growth company |
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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 13(a) of the Exchange Act. ☐
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling:
☐ U.S. GAAP
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☐ Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
TABLE OF CONTENTS
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Material Modifications to the Rights of Security Holders and Use of Proceeds |
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
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Disclosures Regarding Foreign Jurisdictions that Prevent Inspections |
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i
INTRODUCTION
In this annual report on Form 20-F (the “Annual Report on Form 20-F”) the terms “Company” and “Cadeler” refer to Cadeler A/S, a public limited liability company incorporated under the laws of Denmark, and the term “Cadeler Group” refers to Cadeler together with its subsidiaries on a consolidated basis. The term “Cadeler Shares” refers to ordinary shares of Cadeler, each with a nominal value of DKK 1.00 per share, and the term “Cadeler ADSs” refers to Cadeler’s American Depositary Shares (“ADSs”), each of which represents four (4) Cadeler Shares.
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information required to be included in this Annual Report on Form 20-F is being incorporated by reference from the Company’s statutory annual report for the year ended December 31, 2024, including the consolidated financial statements of the Cadeler Group included therein (the “Annual Report 2024”), and the Company’s remuneration report for the year ended December 31, 2024 (the “Remuneration Report 2024”) as specified in this Annual Report on Form 20-F. Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with the Annual Report 2024 and the Remuneration Report 2024, to the extent specified (see Exhibits 15.1 and 15.2, respectively). With the exception of the items and pages so specified, the Annual Report 2024 and Remuneration Report 2024 are not being, and shall not be deemed to be, filed as part of this Annual Report on Form 20-F.
The Company publishes its financial statements in Euros (“EUR”). The terms “USD,” “U.S. dollars” and “$” refer to the currency of the United States, the term “NOK” refers to Norwegian Kroner and the term “DKK” refers to Danish kroner.
Forward-looking statements
The information set forth in this Annual Report on Form 20-F contains “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “should,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based upon current expectations, beliefs, estimates and assumptions that, while considered reasonable as and when made by Cadeler, are, by their nature, subject to significant risks and uncertainties. In addition, new risks and uncertainties may emerge from time to time, and it is not possible to predict all such risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by any forward-looking statements set out herein include:
| ● | the Cadeler Group’s limited number of vessels and its vulnerability in the event of a loss of revenue relating to any such vessel(s); |
| ● | risks inherent to Cadeler’s offshore operations, |
| ● | the possibility that the utilization of the Cadeler Group’s vessels may be lower than expected and that its backlog of contracts may fail to materialize; |
| ● | contractual and non-contractual legal risks related to the Cadeler Group’s operations which may expose the Cadeler Group to financial losses and for which the Cadeler Group may not have insurance coverage; |
| ● | risks related to the ordering, construction and delivery of new build vessels and upgrades of existing vessels; |
| ● | failure to maintain an effective system of internal control over financial reporting; |
| ● | risks relating to technical, maintenance, transportation and other commercial services supplied to the Cadeler Group by third parties; |
| ● | increased competition and volatility in demand; |
| ● | international, national or local economic, social, political or geopolitical conditions and macroeconomic factors that could adversely affect the Cadeler Group; |
| ● | risks deriving from restrictive covenants and other conditions under Cadeler’s financing arrangements and financial risks arising generally as a result of the Cadeler Group’s level of indebtedness; |
| ● | risks relating to the failure to retain and recruit key personnel and/or to labor disruptions; |
| ● | risks relating to any failure to comply with applicable laws and regulations as well as expectations regarding environmental, social and governance as well as sustainability matters; |
| ● | risks related to Danish and U.S. taxation; |
| ● | credit, interest and exchange rate risks; |
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| ● | any failure to realize the anticipated benefits of the Business Combination (as defined below) and risks related to the integration of the acquired business; |
| ● | the possible dilution of Cadeler Shares and Cadeler ADSs; |
| ● | the limited rights of Cadeler ADS holders; and |
| ● | the ability of certain of the Cadeler Group’s largest shareholders to influence matters requiring shareholder approval and affect the price of the Cadeler Shares. |
These and other risks and uncertainties may cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Cadeler cautions you not to place undue reliance on any forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, Cadeler’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Cadeler operates, may differ materially from those made in or suggested by the forward-looking statements contained herein. Except as required by law, Cadeler does not assume any obligation to update or revise the information contained herein, which speaks only as of the date hereof.
For additional information about factors that could cause Cadeler’s results to differ materially from those described in the forward-looking statements, please see the section hereof entitled “Risk Factors” beginning on page 3 of this Annual Report on Form 20-F.
Unless required by law, Cadeler has no duty and undertakes no obligation to update or revise any forward-looking statement after the date of this document, whether as a result of new information, future events or otherwise.
Enforceability of civil liabilities
Cadeler is a public limited company incorporated under the laws of Denmark. The majority of Cadeler’s current directors and executive officers, and certain experts named herein, reside outside the United States. All or a substantial portion of Cadeler’s assets and the assets of those non-resident persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon Cadeler or those persons or to enforce against Cadeler or them, either inside or outside the United States, judgments obtained in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.
The United States does not have a treaty with Denmark providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Accordingly, a final judgment for the payment of money rendered by a U.S. court based on civil liability may not be directly enforceable in Denmark. However, if the party in whose favor such final judgment is rendered brings a new lawsuit in a competent court in Denmark, that party may submit to the Danish court the final judgment that has been rendered in the United States. A judgment by a federal court or state court in the United States will neither be recognized nor enforced by a Danish court but such judgment may serve as evidence in a Danish court. It is uncertain whether Danish courts would allow actions to be predicated on the securities laws of the United States or other jurisdictions outside Denmark, and Danish courts may deny claims for punitive damages and may grant a reduced amount of damages compared to U.S. courts.
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. [Reserved]
B. Capitalization and indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
D. Risk factors
Set out below is a summary of certain risk factors which could affect the Cadeler Group’s future results and may cause them to differ from expected results materially. The factors discussed below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties that the Cadeler Group’s business faces.
Risks Related to the Cadeler Group’s Business
The Cadeler Group only has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in delivery of any new build vessel.
The Cadeler Group generates revenue by utilizing its fleet for the transportation and installation of offshore wind turbine generators and foundations and the provision of maintenance and decommissioning services in the offshore wind industry. The Cadeler Group’s operating fleet currently consists of two O-Class wind farm installation vessels, Wind Orca and Wind Osprey (the “O-Class Vessels”), one S-Class wind farm installation vessel, Wind Scylla (the “S-Class Vessel”), one Z-Class wind farm installation vessel, Wind Zaratan (the “Z-Class Vessel”), one P-Class (previously referred to as X-Class) wind farm installation vessel, the Wind Peak (the “Operating P-Class Vessel”) and one M-Class wind farm installation vessel, the Wind Maker (the “Operating M-Class Vessel and, together with the O-Class Vessels, the S-Class Vessel, the Z-Class Vessel, and the Operating P-Class Vessel, the “Operating Vessels”). In addition, the Cadeler Group has five new builds under construction: one P-Class Vessel (the “P-Class New Build”), one M-Class vessel (the “M-Class New Build”) and three A-Class (previously referred to as F-Class) vessels ((the “A-Class New Builds” and, together with the P-Class New Build and the M-Class New Build, the “New Builds”). If any of the Operating Vessels or, once delivered, the New Builds are temporarily or permanently taken out of operation, including due to one of the risks described in this Annual Report on Form 20-F materializing, this could result in a loss of revenue that would otherwise be generated by such vessel. In addition to a potential loss of revenue, the Cadeler Group could also be liable to its customers for liquidated damages under any charters the Cadeler Group has entered into with respect to such vessel. The loss of revenue and liability to its charterers could have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition, including its ability to be compliant with the financial covenants pursuant to its financing arrangements.
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The Cadeler Group’s vessels may be subject to operational incidents or the need for refurbishments and/or repairs, following which such vessels may be out of operation for a shorter or longer period of time. For example, Wind Osprey had a crane accident in 2018 following which the vessel was out of operation for more than a year. This was due in part to the incident and in part to the Cadeler Group’s decision to design and procure an upgraded crane boom. The incident resulted in a claim from the charterers of EUR 6.25 million, while the Cadeler Group also lost estimated revenue of approximately EUR 15 million as a result of the vessel being out of operation for more than a year. The majority of the physical damage was covered by insurance. However, the vessel was required to be off-hire during the repair and upgrade process. With a fleet of only two vessels in operation at that time, an incident of this nature reduced the Cadeler Group’s earning potential by approximately 50%.
As described in the risk factor entitled “—The Cadeler Group is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance,” the Cadeler Group experiences smaller breakdowns on an ongoing basis as part of its ordinary course of business. Any future incidents or upgrades could result in similar unavailability of the Cadeler Group’s fleet and may result in the Cadeler Group losing market share, being exposed to penalties or missing future contract opportunities as a result of shorter or longer periods of limited or no availability of the Cadeler Group’s fleet.
In addition, there is a risk that the delivery of the New Builds ordered by the Cadeler Group could be delayed. The Cadeler Group expects to take delivery of its second P-Class New Build imminently and its first A-Class New Build in the second half of 2025, with the remaining two A-Class New Builds currently expected to be delivered in the third quarter of 2026 and the first half of 2027, respectively. In addition, the M-Class New Build is currently expected to be delivered in the fourth quarter of 2025. The Cadeler Group has contracted with COSCO SHIPPING Heavy Industry Co. Ltd. (“COSCO”), a Chinese shipyard, for the delivery of the P-Class and A-Class New Builds, and with Hanwha Ocean Co., Ltd. (formerly Daewoo Shipbuilding Marine Engineering Co. Ltd) (“Hanwha”) for the construction of the M-Class New Build. Any problems that may affect China or Korea, whether geographically or geopolitically, the general availability of components or material needed, or the relevant shipyards could lead to delayed delivery of any or all of the New Builds. For example, there is continuing uncertainty relating to the development of the political climate within China and between China and other countries, including the United States, including with respect to Taiwan, as well as the global supply chain in general. In addition, in January 2025, certain of COSCO’s affiliates and several Chinese shipyards were designated by the U.S. Department of Defense as “Chinese military companies” under Section 1260H of the U.S. National Defense Reauthorization Act 2021 (see also “—The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions”). Whilst that designation does not directly affect the COSCO entity with which Cadeler has a contractual relationship or otherwise impact Cadeler’s ability to conduct business with COSCO, the imposition of further measures by the United States or other jurisdictions against COSCO and/or its affiliates could have an adverse effect on the Cadeler Group’s ability to receive delivery of its P-Class and A-Class New Builds or to order future new build vessels from the same shipyard. Delayed delivery of any or all of the New Builds could delay the Cadeler Group’s generation of revenue from the utilization of such vessels and may trigger payments of liquidated damages under any charters the Cadeler Group has entered into with respect to these vessels, which may materially affect the Cadeler Group’s business, prospects and financial results and condition. See also “—The ordering, construction and delivery of new build vessels and upgrades of existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available at favorable terms or at all.”
From time to time, the Cadeler Group’s vessels undergo upgrades of various types to remain competitive in the market, to ensure compliance with legal requirements and to implement sustainability-related improvements. Expenditures may be incurred when repairs or upgrades are required by law, in response to an inspection by a governmental authority, when damaged, or because of market or technological developments. From late 2023, for example, the two O-Class Vessels were off-hire for approximately six months for planned main-crane upgrades. Such upgrades, as well as other refurbishment and repair projects, are subject to various risks, including delays and cost overruns, which could, if realized, have an adverse impact on the Cadeler Group’s available cash resources, results of operations and its ability to comply with financial covenants pursuant to its financing arrangements. To ensure timely completion of refurbishment and repair projects, the Cadeler Group may be required to allocate extra resources to the relevant project, increasing the cost of the refurbishment or repair. For example, the Cadeler Group has from time to time taken the decision to accelerate work on its vessels by adding additional resources in order to ensure the vessel was ready for its next project on time. Moreover, periods without operations for one or more of the Cadeler Group’s vessels may have a material adverse effect on the Cadeler Group’s ability to generate revenue and thereby on its business, prospects and financial results and condition.
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The Cadeler Group is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance.
The Cadeler Group is operating in the offshore construction industry and is thus subject to hazards inherent to that industry, such as breakdowns, technical problems, harsh weather conditions, environmental pollution, force majeure events (nationwide or port-specific strikes, etc.), accidents (including dropped objects), collisions and groundings. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations. Wind farm installation vessels, including the Cadeler Group’s vessels, are also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, damage from severe weather and marine life infestations. Operations may also be suspended because of machinery breakdowns, abnormal operating conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. For example, the Cadeler Group experienced a crane accident in 2018 following which the vessel involved was out of operation for more than a year, causing both a claim from the charterers and lost revenue for the period. Additionally, the Cadeler Group experiences various types of technical breakdowns on an ongoing basis as part of the operation of its vessels; however, such breakdowns are typically of a smaller nature with limited downtime and impact compared to the 2018 crane incident. Operations may also be interrupted even where an incident does not cause material damage or injury, but could have done, as the Cadeler Group requires that such “near miss” events be investigated and corrective procedures implemented where appropriate.
The Cadeler Group’s vessels are covered by industry standard hull and machinery and protection and indemnity insurance. Standard protection and indemnity insurance for vessel owners provides limited cover for damage to project property during wind farm installation operations, as such damage is expected to be covered by the construction all risks insurance procured by the Cadeler Group’s customers. However, in recent years, the Cadeler Group has seen more contracts imposing liability for property damage on contractors such as the Cadeler Group and, even where such liability is insured, the deductibles payable in the event of an incident can be significant. Such risks are difficult to adequately insure against under standard protection and indemnity insurance for vessel owners. The Cadeler Group has also considered obtaining insurance for loss-of-hire, but has evaluated and considered such insurance not to be commercially viable. As a result, certain damages and losses resulting from the aforementioned hazards may not be covered by insurance.
The Cadeler Group is dependent on the employment and utilization of its vessels, and its backlog of contracts may not materialize.
The Cadeler Group’s revenue and income are dependent on project contracts and vessel charters for the employment of its vessels. Typically, these contracts are concluded several years in advance with the terms and conditions not expected to be subject to subsequent change. Additionally, the Cadeler Group has recently experienced a trend towards reservation agreements and contracts being entered into at an earlier stage, which increases the difficulty of capturing the effect of any subsequent changes in circumstances, e.g., due to geopolitical developments and other unforeseen events. In the ordinary course of business, the Cadeler Group continuously seeks to enter into such new contracts for the employment of its vessels. The Cadeler Group has a contract backlog of existing customer contracts that imply revenues in the future, both for “firm” contracted days and, typically, “option” days (days that are callable at the relevant customer’s option). Such contracts, and the revenues derived therefrom, are subject to various terms and conditions, including certain cancellation events, and the exercise of options is exclusively at the discretion of the relevant customer. Such contracts could be subject to termination, amendments and/or delays resulting in revenues being more limited, occurring at a later time or not at all. The Cadeler Group’s current customer contracts include express cancellation rights on the part of the customers. Cancellation or termination is generally linked to a penalty or termination fee. Under its customer contracts, the Cadeler Group may also become liable to its customers for liquidated damages if there are delays in delivering a vessel for employment in connection with a project or for delays that arise during the operation of the vessels under the contracts (see also “—The Cadeler Group only has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in delivery of any new build vessel”). As of December 31, 2024, the Cadeler Group’s contract backlog (including 100% of option days) amounted to approximately EUR 2,336 million (compared to EUR 1,736 million as of December 31, 2023), comprising EUR 1,907 million from firm contracted days and EUR 430 million from contracted days subject to the exercise of counterparty options (compared to a split of EUR 1,379 million from firm contracted days and EUR 357 million from contracted days subject to the exercise of counterparty options as of December 31, 2023).
5
It may also be difficult for the Cadeler Group to obtain future employment for its vessels and, as a result, utilization may decrease. Wind farm installation projects are tendered and awarded at irregular intervals and installation projects in certain locations are seasonal, particularly as a result of weather-related seasonality. Consequently, the Cadeler Group’s vessels may need to be deployed on lower-yielding work or remain idle, resulting in periods without any compensation to the Cadeler Group. There can also be off-hire periods as a consequence of accidents, technical breakdown and non-performance, as experienced with the crane accident in 2018 (see “—The Cadeler Group is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance”) or due to maintenance or upgrades, such as the planned main crane upgrades for the two O-Class Vessels which were completed in the second quarter of 2024 and for which each such vessel was off-hire for approximately six months.
The cancellation, amendment to or postponement of one or more contracts can have a material adverse impact on the Cadeler Group’s revenue and may thus affect the pricing of the Cadeler Shares. For example, the Cadeler Group narrowed its guidance for the financial year ended December 31, 2022 due to upstream delay as a result of a subcontractor on a project being unable to operate as planned. While the Cadeler Group has generally not had a history of cancellations, amendments or postponements of its contracts, there can be no assurance that no such cancellation, amendment or postponement will occur in the future. As the Cadeler Group currently has only six Operating Vessels in its fleet, the Cadeler Group’s business, prospects and financial results and condition could be materially impacted if any of these vessels became disabled or otherwise unable to operate for an extended period.
The Cadeler Group could be materially adversely affected if demand for the Cadeler Group’s services is lower than anticipated or decreases, including as a result of oversupply, changing trends in the energy market or a deterioration of the Cadeler Group’s market reputation and client relationships.
The Cadeler Group relies on revenue generated from wind farm installation and related maintenance. The lack of diversification in Cadeler’s sources of revenue makes the Cadeler Group vulnerable to adverse developments or periods of low demand in the market in which it operates. The demand for the Cadeler Group’s services may be volatile and is subject to variations for a number of reasons, including uncertainty in future demand and regulatory changes. For example, the market for offshore wind energy has recently experienced certain challenges in various jurisdictions including the United States, Sweden and Denmark, including delays in relevant supply chains, cancellation of government approvals and failed government auction rounds, which could adversely affect the number of offshore wind farm projects to be developed in these markets in the future, and there is a risk that similar challenges might also affect other countries. In the case of delays on multiple projects, it may be difficult for the Cadeler Group to adapt, which would impact its revenue stream but also potentially compliance with its financing covenants. Due to the fact that the Cadeler Group invests in capital assets with life-spans of approximately 25 years and that market visibility beyond 10 years is difficult to estimate, the Cadeler Group’s long-term performance and growth depend heavily on the supply of vessels relative to market demand. Any oversupply of vessels compared to the market demand for such vessels or similar capacity could cause contract rates to decline, and falling rates could materially adversely affect the Cadeler Group’s financial performance and results of operations. As the Cadeler Group’s vessels are highly specialized for wind farm installation, redeploying them to other sectors of the marine industry may be difficult or impossible to achieve, both practically and commercially.
The wind energy market is affected by the price and availability of other energy sources, including nuclear, coal, natural gas and oil, as well as other sources of renewable energy. To the extent renewable energy, particularly wind energy, becomes less cost-competitive due to reduced government targets, increases in the cost of wind energy, new regulations or incentives that favor alternative renewable energy, cheaper, more efficient or otherwise more attractive alternatives or otherwise, demand for wind energy and other forms of renewable energy could decrease. Slow growth or a long-term reduction in the demand for wind energy could in turn reduce the demand for the Cadeler Group’s services, which could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.
In addition, market reputation and customer relationships are key factors to securing contracts and establishing long-lasting customer relations. For example, it is the Cadeler Group’s assessment that its market reputation and customer relationships have enabled the Cadeler Group to secure contracts for its New Builds before they are delivered. Adverse changes to the Cadeler Group’s customer relations or market reputation could result in a decrease in demand for the Cadeler Group’s services, resulting in a significant loss of revenue and adversely affecting the Cadeler Group’s business including the ability to secure future contracts.
6
The Cadeler Group faces other contractual and non-contractual legal risks related to its operations, which may expose the Cadeler Group to financial loss.
The Cadeler Group may fail to fulfill its contractual obligations under its customer contracts or other commercial contracts. For example, the Cadeler Group experienced a crane accident in 2018 following which the vessel involved was out of operation for more than a year, causing both a claim from the charterers and lost revenue for the period. In addition, the Cadeler Group may be in breach of warranties made by it to a customer if, with respect to any project, the relevant vessel fails to meet the required minimum specifications or is otherwise unsuitable or unable to perform as required under the relevant contract. In such a case, the customer contract could be terminated and/or the Cadeler Group held liable for the relevant charterer’s losses.
Contract terms may also not be sufficient to protect the Cadeler Group from liability with respect to installation works. The Cadeler Group could be liable to third parties who are involved or have an interest in the various projects involving the Cadeler Group’s vessels. The Cadeler Group may also face claims for damages from customers based on, for example, poor workmanship. Some of these liabilities and/or losses may not be covered by the Cadeler Group’s insurance policies or otherwise indemnified.
The ordering, construction and delivery of new build vessels and upgrades to existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available at favorable terms or at all.
The Cadeler Group may from time to time order additional new vessels, such as the ordering of the New Builds, and upgrades of existing vessels, such as the recent crane upgrades for both O-Class Vessels which were completed in 2024.
The ordering, construction, supervision and delivery of such new build vessels or upgrades to existing vessels is subject to a number of risks, including the risk of cost overruns and delays. Further, when such vessels or upgraded vessels are delivered, they are subject to market risk at the time of delivery including fulfilling conditions in any pre-committed customer contracts for such vessels or upgraded vessels, and the risk of failure to secure future employment of the new or upgraded vessels at satisfactory rates, which could have a material adverse effect on the financial performance of the Cadeler Group. If the Cadeler Group is not able to procure the New Builds, similar new build vessels or vessel upgrades in the future, this could have an adverse impact on the Cadeler Group’s business, prospects and financial results and condition.
The offshore wind installation market is a fast-moving market with a relatively long leadtime on delivery of new build vessels with the specifications needed to bid on, and win, wind farm installation contracts. The Cadeler Group must correctly predict future supply of, and demand for, wind farm installation vessels and continuously assess the attractiveness of securing a contract for the construction of additional vessels. When making such assessments, the Cadeler Group considers a number of uncertainties and factors, including expected supply and demand (see also “—The Cadeler Group could be materially adversely affected if demand for the Cadeler Group’s services is lower than anticipated or decreases, including as a result of oversupply, changing trends in the energy market or a deterioration of the Cadeler Group’s market reputation and client relationships”), construction time, the price of construction and the expected development in construction prices, technological development in the offshore wind installation market and financing possibilities. If the Cadeler Group fails to correctly and timely assess the need for placing orders for additional vessels, the Cadeler Group may miss out on attractive contract opportunities due to capacity constraints and lose market share or incur costs of construction without being able to secure contracts for such new build vessels on commercially attractive terms or at all.
Ordering new build vessels will increase capital expenditures (consisting of the purchase price and associated costs) materially and thus requires significant debt or equity financing. The vast majority of the agreed construction costs for the New Builds is fixed. However, some elements of the construction contract pricing are subject to variation. As a result, the total construction costs for the New Builds could increase, and the Cadeler Group may be unable to pass on such higher costs to its customers, which could have an adverse impact on its financial results.
The aggregate capital expenditures estimated to be required in connection with the remaining New Builds are approximately EUR 1,395 million, of which EUR 237.5 million has been paid as of March 25, 2025. The remaining scheduled payments will fall due during the period from 2025 to 2027.
7
On December 22, 2023, Cadeler and two of its subsidiaries entered into a Sinosure-backed Green Term Loan Facility of up to EUR 425 million (with a 12 year tenor) to finance the purchase of the P-Class Vessels (the “P-Class Facility”). In August 2024, the Company requested the utilization of EUR 210 million under the P-Class Facility. On August 16, 2024, following the Business Combination, the Cadeler Group refinanced the existing USD 436 million Senior Secured Green Term Loan Facility previously entered into by Eneti Inc., with Cadeler and certain of its subsidiaries entering into Facility Agreements (each with a 12-year tenor) for an aggregate of up to EUR 420 million (the “M-Class Facilities”). In January 2025, the Company requested the utilization of EUR 212 million under the M-Class Facility to finance the final instalment for the delivery of the first M-Class Vessel in the same month. On March 21 2025, Cadeler and two of its subsidiaries entered into a Sinosure-backed Green Term Loan Facility of up to EUR 575 million (with a 12 year tenor) to finance the purchase of the first two of the Cadeler Group’s three A-Class Vessels (the “A-Class Facility”).
There can be no guarantee that the financing of any additional new builds and any future upgrades can be obtained on attractive terms or at all. If the required financing is not obtained, the Cadeler Group may default on its obligations and be liable towards the relevant yard and/or other suppliers of goods and services related thereto, and the Cadeler Group may not be able to expand its fleet and thereby maintain its competitive position. The Cadeler Group may seek to obtain the required financing through capital markets or debt financing. Should the Cadeler Group not be able to secure the needed financing, in part or in whole, for example due to unattractive terms such as unfavorable interest rates, the Cadeler Group may be required to postpone future investments (including orders for new build vessels). If, in connection with an equity financing, the demand for or price of the Cadeler Shares is lower than historically experienced, this could result in significant dilution of the shareholding of existing holders of Cadeler Shares (the “Cadeler Shareholders”) and a decrease in the price of the Cadeler Shares.
The Cadeler Group has historically derived its revenue from a small number of customers, and the loss or default of any such customer could result in a significant loss of revenue and adversely affect the Cadeler Group’s business.
The Cadeler Group has historically had a high customer concentration as a result of the small number of vessels in its fleet and the typical duration of its projects. Consequently, if the Cadeler Group loses any of its most significant customers or any of them fail to pay for the services provided by the Cadeler Group or enters into bankruptcy, the Cadeler Group’s revenue could be materially adversely affected. The loss of one or more significant customers, or a decline in the number of projects or consideration paid for the Cadeler Group’s services under the Cadeler Group’s contracts with significant customers, would affect the Cadeler Group’s revenue and cash flow, and could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. Additionally, any delay of a project for one or more of the Cadeler Group’s most significant customers could affect the Cadeler Group’s revenue, the utilization of its vessels and potentially its ability to fulfill other contracts. Many of the Cadeler Group’s contracts contain options for additional work, which, if exercised, would generate additional revenue. If such options are not exercised to the extent the Cadeler Group expects based on its historic experience, the Cadeler Group’s revenue could be substantially lower than anticipated.
If the Cadeler Group fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report financial results in a timely manner or prevent fraud, which may adversely affect its business and the market price of the Cadeler ADSs and Cadeler Shares.
In connection with the audits of its financial statements for the years ended December 31, 2023 and 2022, the Cadeler Group and its independent registered public accounting firm identified material weaknesses related to the Cadeler Group’s internal control over financial reporting driven by (i) a lack of formalized risk assessment and documented procedures in relation to the Company’s business processes and entity level controls, lack of evidence of performing internal controls including the completeness and accuracy of information used in the execution of controls, and lack of monitoring control activities, and (ii) lack of internal controls over change management and access management in the relevant financial information technology (“IT”) systems required to support effective internal control framework.
As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Cadeler Group’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
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Following the Company’s remediation efforts, no material weakness was identified in connection with the audit of the Company’s financial statements for the year ended December 31, 2024. The Cadeler Group cannot guarantee, however, that its internal controls over financial reporting will remain effective in the future and that further material weaknesses will not be identified. Any failure to remediate such material weaknesses or a failure to discover and address any other material weaknesses or significant deficiencies in the future, could result in inaccuracies in the Cadeler Group’s consolidated financial statements and impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.
Management’s certification under Section 404 of the U.S. Sarbanes Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), is included in Item 15 of this Annual Report on Form 20-F and the Cadeler Group’s independent registered public accounting firm’s attestation to and report on the effectiveness of the Cadeler Group’s internal control over financial reporting is included in Item 18 of this Annual Report on Form 20-F.
While documenting and testing internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act as applicable to the Cadeler Group, the Cadeler Group may identify other weaknesses and deficiencies in internal control over financial reporting. If the Cadeler Group fails to maintain the adequacy of its internal controls over financial reporting, as these requirements are modified, supplemented or amended from time to time, management may not be able to conclude on an ongoing basis that the Cadeler Group has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
Generally, the failure to achieve and maintain an effective internal control environment could result in material misstatements in the Cadeler Group’s financial statements and could also impair the Cadeler Group’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, the Cadeler Group’s business, prospects and financial results and condition, as well as the trading price of Cadeler Shares and Cadeler ADSs, may be materially and adversely affected. See also “—Risks Related to the Business Combination— Cadeler became subject to the reporting requirements of the U.S. Exchange Act in connection with the Business Combination and it needs to devote substantial time and resources to complying with public company regulations. There can be no assurance that the Cadeler Group’s internal control over financial reporting will remain effective.”
The Cadeler Group is dependent on technical, maintenance, transportation and other commercial services from third parties.
The Cadeler Group is and will continue to be dependent on technical, maintenance, transportation and other commercial services from third parties to manage its vessels and fulfill its contractual obligations. Performance by such service providers is critical. If third-party service providers, such as those involved in assisting the Cadeler Group in sea fastening design, fabrication, installation and various technical services, fail to perform at an optimal level, this could materially and adversely affect the Cadeler Group’s ability to complete its contracts, as well as its business, prospects and financial results and condition, including its ability to be compliant with the financial covenants under its financing arrangements. For example, the Cadeler Group experienced a third-party supplier being delayed in connection with the repair following Wind Osprey’s crane accident in 2018, which extended the downtime period. Additionally, the Cadeler Group narrowed its guidance for the financial year ended December 31, 2022 due to upstream delay as a result of a subcontractor on a project being unable to operate as planned. If the amount the Cadeler Group is required to pay for subcontractors, equipment or supplies exceed what has been estimated, the profitability of the commercial employment of its vessels may be adversely affected. If a subcontractor, supplier, or manufacturer fails to provide services, supplies or equipment as required under a contract for any reason, the Cadeler Group may be required to source such services, supplies or equipment from other third parties, which could lead to delays or higher prices than anticipated.
The Cadeler Group relies on third-party contractors, suppliers, vendors, joint venture partners and other parties for the engineering design, procurement of materials, equipment, and services for the performance of work on the Cadeler Group’s projects. The successful completion of these projects depends on the ability of these third parties to perform their contractual obligations and is subject to factors beyond the Cadeler Group’s control, including actions or omissions by these parties and their subcontractors. Any non-performance, or a failure by such third parties to perform their contractual obligations to a satisfactory standard could result in delays to the planned project timelines, which could in turn result in late penalties or fines being imposed on the Cadeler Group.
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The Cadeler Group could be materially adversely affected by increased supply of offshore wind farm installation services as a result of new competitors entering the market or existing competitors expanding their fleet of suitable vessels.
The industry in which the Cadeler Group operates is in management’s view characterized by a limited supply of efficient offshore wind farm installation services as a limited number of vessels are available and fit for the specific needs of, and trusted by, customers. Consequently, it may be difficult or expensive for customers of the Cadeler Group to find efficient alternative suppliers for their contracts in the near term, and it may be even more difficult for customers in the long term to find trusted suppliers of efficient offshore wind farm installation vessels as newer generations of larger turbines (capable of producing 18-20MW+ of electricity) are rolled out, which the Cadeler Group expects will occur towards the end of the current decade. Since the supply of offshore wind farm installation services depends on the number of vessels dedicated to such services, market conditions may change significantly if one or multiple existing or new competitors of the Cadeler Group were to order new build vessels or modify existing vessels to fit the future needs of the offshore wind farm industry. It is the Cadeler Group’s assessment that over the past decade there has been a general increase in the number of players active in the wind farm industry. Should similar developments occur in the market for offshore wind farm installation, the Cadeler Group may experience increased competition. Any increase in the supply of offshore wind farm installation services may result in a decrease in the prices that the Cadeler Group is able to obtain for its services. As the Cadeler Group currently only operates within the market for offshore wind farm transportation, installation and maintenance, it is more exposed to any changes in prices within the industry or utilization of its vessels compared to those of its competitors having multiple sources of revenue. See also “—The Cadeler Group faces competition from industry participants who may have greater resources than the Cadeler Group.”
The Cadeler Group faces competition from industry participants who may have greater resources than the Cadeler Group.
The markets in which the Cadeler Group operates are competitive and the Cadeler Group’s business is subject to risks associated with competition from new and existing industry participants. The Cadeler Group has a number of well-established competitors, including DEME Offshore, Jan de Nul (both Belgium-headquartered), Fred. Olsen (Norway-headquartered) and Van Oord (Netherlands-headquartered). In addition, there are a growing number of players with specialist vessels on order. Seaway7, Dominion Energy, Maersk and Havfram, for example, each has a newbuild vessel (or vessels) either on order or currently under construction. These companies will directly compete (and in a number of cases are already directly competing) with the Cadeler Group in tenders for wind turbine foundation and installation projects. There can be no assurances that the Cadeler Group will be able to maintain or improve its competitive position or continue to meet changes in the competitive environment, including when entering new markets. In addition, certain of the Cadeler Group’s competitors may have more resources and better access to capital than the Cadeler Group. For example, new and existing competitors may have greater financial resources, customer support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition or more established relationships in the industry. These industry participants compete with the Cadeler Group based on, among other things, price, service portfolio, technology, location and vessel availability. There is no assurance that the Cadeler Group will have the resources and expertise to compete successfully in the future, that it will be able to succeed in the face of current or future competition, or that it will be successful when entering new markets. Increased competition in the markets where the Cadeler Group operates or which it may enter could lead to reduced profitability and/or future growth opportunities for the Cadeler Group. The failure of the Cadeler Group to secure future growth, maintain or improve its competitiveness and respond to increased competition may have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.
Technological progress might render the technologies used by the Cadeler Group obsolete or less profitable.
The offshore wind sector in which the Cadeler Group operates is affected by constant technological development. To maintain a successful and profitable business, the Cadeler Group must keep pace with technological developments and changing standards to meet the evolving demands of existing and potential customers. For example, the Cadeler Group is dependent on its ability to improve existing services and installation vessels to meet future demand and anticipate and respond to major changes in technology and industry standards. If the Cadeler Group fails to adequately respond to the technological changes in its industry, make the necessary capital investments, or is not suited to offer commercially competitive products and implement commercially competitive services, the Cadeler Group’s business, prospects and financial results and condition may be adversely affected.
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Competitors’ vessels have previously become obsolete due to the growth in the size of turbines only 10 years into their lifespan. Although the Cadeler Group seeks to build vessels that can be upgraded, as demonstrated by the recent main crane upgrades to its two O-Class Vessels, there is no certainty that such vessels will remain viable for the entirety of their planned 25-year lifespan. In addition, as the Cadeler Group’s vessels are purpose-built for the offshore wind industry, they cannot easily be repurposed for use in other segments of the marine industry. A movement towards other energy sectors or the development of new technology could render the Cadeler Group’s vessels obsolete, and the Cadeler Group may not be able to secure alternative contracts or revenue on attractive terms, if at all.
Future customer contracts may not be obtained at all, or on materially different terms than described herein.
While the Cadeler Group has previously entered into vessel reservation agreements, preferred bidder agreements and letters of intent for contracts with customers, there can be no assurance that such vessel reservation agreements, preferred bidder agreements or letters of intent will actually result in customer contracts and revenue for the Cadeler Group, or if such contracts are entered into, that they will be entered into on the terms expected by the Cadeler Group. Although the Cadeler Group’s vessel reservation and preferred bidder agreements typically contain clauses providing for the payment of customary compensation to the Cadeler Group should such agreements not result in a firm contract in line with market practice, there can be no assurance that such compensation will be paid if and to the extent owed. Additionally, many of the Cadeler Group’s contracts include options exercisable in the sole discretion of the relevant customer, and there can be no assurance that such options will be exercised and result in additional revenue being realized.
Expected and/or estimated contract terms as indicated in this Annual Report on Form 20-F regarding specifications, commercial terms and delivery schedules are only current estimates by the Cadeler Group, and may end up being materially different than expected (if such contracts are entered into at all).
The Cadeler Group operates across multiple jurisdictions and is thereby exposed to a number of risks inherent in international operations, including political, civil or economic disturbance.
The Cadeler Group operates in multiple jurisdictions and serves a wide range of customers. As a result, the Cadeler Group is exposed to risks that are inherent to conducting international operations, some of which are due to factors beyond the Cadeler Group’s control, including:
| ● | terrorist acts, war, civil disturbances and military actions; |
| ● | seizure, nationalization or expropriation of property or equipment; |
| ● | political unrest or revolutions; |
| ● | acts of piracy; |
| ● | actions by environmental organizations; |
| ● | public health threats, and outbreaks of contagious diseases and pandemics; |
| ● | global warming and extreme weather events; |
| ● | restrictions on the ability to repatriate income or capital; |
| ● | complications associated with repairing and replacing vessels and equipment in remote locations; |
| ● | delays or difficulties in obtaining necessary visas and work permits for employees; |
| ● | wage and price controls imposed by the relevant authorities; and |
| ● | the imposition of trade barriers, moratoriums or sanctions and other forms of government regulation. |
Some of these risks could limit or disrupt the Cadeler Group’s operations (for example, by requiring or resulting in the evacuation of personnel, cancellation of contracts, or the loss of personnel, vessels or assets), impose practical or legal barriers to the Cadeler Group’s continued operations, or negatively impact the profitability of those operations, and could therefore have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition .
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The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions.
The Cadeler Group is exposed to macroeconomic factors and geopolitical conditions. The international macroeconomic situation is currently characterized by material uncertainty, mainly due to the elevated levels of public debt in many of the leading global economies, increasing interest and inflation rates, the war in Ukraine, the imposition of sanctions against Russia, conflict in the Middle East, European energy crises and global supply-chain constraints. For example, the Cadeler Group has contracted with COSCO, a Chinese shipyard, for the delivery of the New Builds, and any problems that may affect China, whether geographically or geopolitically, the general availability of components or material needed, or the shipyard itself could lead to delayed delivery of any or all New Builds. There is continuing uncertainty relating to the development of the political climate within China and between China and other countries, including the United States, including with respect to Taiwan. In addition, in January 2025, certain of COSCO’s affiliates and several Chinese shipyards were designated by the U.S. Department of Defense as “Chinese military companies” under Section 1260H of the U.S. National Defense Reauthorization Act 2021. Whilst that designation does not directly affect the COSCO entity with which Cadeler has a contractual relationship or otherwise impact Cadeler’s ability to conduct business with COSCO, the imposition of further measures by the United States or other jurisdictions against COSCO and/or its affiliates could have an adverse effect on the Cadeler Group’s ability to receive delivery of its P-Class and A-Class New Builds or to order future new build vessels from the same shipyard. See also “—The Cadeler Group only has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in delivery of any new build vessel” and “—The ordering, construction and delivery of new build vessels and upgrades of existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available at favorable terms or at all”. These macroeconomic conditions have had, and a continuation or further worsening of these conditions could continue to have, material effects on the global economy and capital markets and could have material adverse effects on the Cadeler Group, its business, prospects and financial results and condition. Additionally, geopolitical tensions may have an impact on the future prospects of the markets in which the Cadeler Group operates and may increase the risks associated with the Cadeler Group’s operations.
If Cadeler’s vessels operate in countries or territories that are subject to restrictions, sanctions, or embargoes imposed by the U.S. government, the European Union, the United Nations, or other governments, it could lead to monetary fines or other penalties and adversely affect Cadeler’s reputation and the market for its shares and trading price.
Although Cadeler does not expect that its vessels will operate in countries or territories subject to country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other authorities in violation of applicable sanctions laws, and Cadeler endeavors to take precautions reasonably designed to mitigate the risk of such activities, it is possible that the Cadeler Group’s vessels may call on ports located, and/or otherwise operate in countries or territories subject to such sanctions, including on charterers’ instructions and/or without Cadeler’s consent. In addition, certain of Cadeler’s New Builds are being built in China, which may further expose Cadeler to certain restrictions. See also “—The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions.” Similarly, Cadeler’s supply chain for spare parts for the vessels or secondary steel deliveries needs to be monitored closely and may be limited due to these restrictions, which could result in Cadeler not being able to source such spare parts from certain suppliers.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, contract terminations and have an adverse effect on the Cadeler Group’s business.
The Cadeler Group operates in a number of countries throughout the world, including countries known to have a reputation for corruption. The Cadeler Group is committed to doing business in accordance with applicable anti-corruption laws including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), U.K. Bribery Act, the Danish Criminal Code and other applicable anti-corruption laws. The Cadeler Group is subject, however, to the risk that Cadeler, its affiliated entities or its officers, directors, employees or agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the U.K. Bribery Act. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect the Cadeler Group’s business, prospects and financial results and condition . In addition, actual or alleged violations could damage Cadeler’s reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and has the potential to consume significant time and attention of Cadeler’s senior management.
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Breakdowns in the Cadeler Group’s information technology and/or noncompliance with data protection laws could negatively impact the Cadeler Group’s business, including its ability to service customers.
The Cadeler Group’s ability to operate its business and service its customers is dependent on the continued operation of the Cadeler Group’s IT systems, including those relating to the location, operation, maintenance and employment of the Cadeler Group’s vessels. The Cadeler Group’s IT systems could be compromised by a malicious third party or employee (see also “—A cybersecurity attack could materially disrupt the Cadeler Group’s business”), man-made or natural events, or the inadvertent actions or inactions by the Cadeler Group’s employees and third-party service providers. If the Cadeler Group’s IT systems experience a breakdown, the Cadeler Group’s business information could be lost, destroyed, disclosed, misappropriated, altered or accessed without consent, and the Cadeler Group’s IT systems, or those of its service providers, may be disrupted.
Any breakdown in the Cadeler Group’s IT systems could lead to lost revenues resulting from a loss in competitive advantage due to the unauthorized disclosure, alteration, destruction or use of proprietary information, the failure to retain or attract customers, the disruption of critical business processes or IT systems and the diversion of management’s attention and resources. In addition, such breakdown could result in significant remediation costs, including repairing system damage, engaging third-party experts, deploying additional personnel, training employees and compensation or incentives offered to third parties whose data has been compromised. The Cadeler Group may also be subject to legal claims or legal proceedings, including regulatory investigations and actions, and the attendant legal fees as well as potential settlements, judgments and fines.
In addition, data protection laws apply to the Cadeler Group in certain countries in which it does business. Specifically, the EU General Data Protection Regulation (“GDPR”) imposes penalties of up to a maximum of 4% of global annual turnover for breaches thereof. The GDPR requires mandatory breach notification, the standard for which is also followed outside the EU (particularly in Asia). Non-compliance with data protection laws could expose the Cadeler Group to regulatory investigations, which could result in fines and penalties. In addition to imposing fines, regulators may issue orders to stop processing personal data, which could disrupt operations. The Cadeler Group could also be subject to litigation from persons or corporations allegedly affected by data protection violations. Any violation of these laws or harm to the Cadeler Group’s reputation could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition .
A cybersecurity attack could materially disrupt the Cadeler Group’s business.
The efficient operation of the Cadeler Group’s business, including processing, transmitting and storing electronic and financial information, is dependent on computer hardware and software systems. IT systems are vulnerable to security breaches by computer hackers and cyber terrorists. The Cadeler Group relies on industry accepted security measures and technology (including a cloud-based solution provided by Microsoft including their E5 security suite) to securely maintain confidential and proprietary information maintained on its information systems. However, such measures and technology may not adequately prevent security breaches. Therefore, the Cadeler Group’s operations and business administration could be targeted by individuals or groups seeking to sabotage or disrupt such systems and networks, or to steal data, and as a result these systems may be damaged, shut down or cease to function properly (whether due to planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or viruses, other cybersecurity incidents or otherwise), which could have a material adverse effect on the Cadeler Group’s reputation as well as its business, prospects and financial results and condition.
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Cybersecurity attacks may result in disruptions to the Cadeler Group’s operations or in business data being temporarily unreadable, and cyber criminals may demand ransoms in exchange for de-encrypting such data. As cybersecurity attacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, there can be no guarantee that the Cadeler Group’s actions, security measures and controls designed to prevent, detect or respond to intrusion, to limit access to data, to prevent destruction or alteration of data or to limit the negative impact from such attacks, can provide absolute security against compromise. Even without actual breaches of information security, protection against increasingly sophisticated and prevalent cybersecurity attacks may result in significant future prevention, detection, response and management costs, or other costs, including the deployment of additional cybersecurity technologies, engaging third-party experts, deploying additional personnel and training employees. For example, in 2024 the Cadeler Group identified revised payment instructions from a counterpart as having been issued by malicious actors who had obtained access to that counterpart’s email system. Although the Cadeler Group’s internal controls (including its procedures for the telephone verification of updated payment instructions) prevented the misdirection of funds in that instance, there can be no guarantee that cybersecurity attacks affecting the Cadeler Groups’ customers or suppliers will not affect the Cadeler Group in the future. Further, as cybersecurity threats are continually evolving, the Cadeler Group’s controls and procedures may become inadequate, and the Cadeler Group may be required to devote additional resources to modify or enhance its systems in the future. Such expenses could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. To the extent the Cadeler Group integrates artificial intelligence (“AI”) into its operations, this may increase the cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools, it is exposed to, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks of the Cadeler Group’s systems. While the Cadeler Group regularly reviews its network security, backup and disaster recovery, enhanced training and other security measures to protect its systems and data, these measures cannot provide absolute security or guarantee that it will be successful in preventing or responding to every breach or disruption on a timely basis.
A successful cybersecurity attack could materially disrupt the Cadeler Group’s operations or result in the unauthorized release or alteration of information in the Cadeler Group’s systems, particularly if the Cadeler Group’s IT systems were affected for extended periods. Any cybersecurity attack could also result in significant expenses to investigate and repair security breaches or system damages and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny, diminished customer confidence and damage to the Cadeler Group’s reputation. The Cadeler Group does not currently maintain cyber-liability insurance to cover such losses. As a result, a cybersecurity attack or other breach of any such IT systems could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition .
The Cadeler Group faces financial risk due to its level of indebtedness and is subject to restrictive covenants and conditions pursuant to its financing agreements.
The Cadeler Group has entered and will in the future enter into debt financing agreements, including, but not limited to, the Holdco Facility, the Green Corporate Facility, the P-Class Facility, the M-Class Facility and the A-Class Facility (each as defined below and together, the “Credit Facilities”). See also Item 5.B. “Liquidity and Capital Resources—Financing Arrangements” of this Annual Report on Form 20-F. The Cadeler Group’s level of indebtedness exposes it to certain risks, including increased vulnerability to general adverse economic and industry conditions. In addition, the Cadeler Group’s indebtedness requires the Cadeler Group to dedicate a portion of its cash flow from operations to payments on its debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes, and potentially limiting its ability to borrow additional funds or to borrow funds at rates or on other terms it finds acceptable.
The agreements governing the Cadeler Group’s indebtedness contain (and it is expected that any agreements governing any additional debt that the Cadeler Group may incur or assume would contain) various operating and financial covenants with respect to the business of the Cadeler Group. Any failure to comply with such restrictions may result in an event of default under such agreements. Any such default may allow the applicable creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in the Cadeler Group’s other debt facilities. For instance, there are specific financial covenants in the Holdco Facility with respect to the minimum liquidity of the Cadeler Group, the Cadeler Group’s equity ratio and its working capital. Similar financial covenants are included in the Green Corporate Facility, which also includes a financial covenant with respect to the fair market value of the O-Class Vessels, as well as the P-Class Facility, the M-Class Facility and the A-Class Facility. Failure to meet any of these covenants could trigger the mandatory repayment of the relevant facility or all of them and may thus have an adverse effect on the financial position of the Cadeler Group. Additionally, all of the Cadeler Group’s debt facilities contain change of control provisions and covenants restricting the payments of dividends.
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Since the Cadeler Group currently has only six Operating Vessels, its ability to be compliant with financial covenant requirements pursuant to its financing arrangements will to a great extent depend on the market value of these vessels and their ability to generate revenue until all of the Cadeler Group’s New Builds are delivered. If future cash flows are insufficient to meet all of the Cadeler Group’s financial obligations and contractual commitments, any such insufficiency could negatively impact the Cadeler Group’s business. To the extent that the Cadeler Group is unable to repay any indebtedness as it becomes due or at maturity, the Cadeler Group may need to refinance its debt, raise new debt, sell assets or repay the debt with proceeds from equity offerings.
The Cadeler Group’s indebtedness could affect the Cadeler Group’s future operations, since a portion of the Cadeler Group’s cash flow from operations will be dedicated to the payment of interest and principal on such indebtedness and will not be available for other purposes. Covenants may or will require the Cadeler Group to meet certain financial tests and non-financial tests, which may affect the Cadeler Group’s flexibility in planning for, and reacting to, changes in its business or economic conditions, and may limit the Cadeler Group’s ability to dispose of assets or place restrictions on the use of proceeds from such dispositions. Such covenants may also limit the Cadeler Group’s ability to withstand current or future economic or industry downturns, to compete with others in the Cadeler Group’s industry for strategic opportunities, or to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes.
Litigation proceedings could have a material adverse impact on the business, prospects and financial results and condition of the Cadeler Group.
The nature of the business of the Cadeler Group from time to time results in clients, subcontractors, employees/manning agencies or vendors claiming, among other things, recovery of costs related to accidents, contracts and projects. The crane accident in 2018 on Wind Osprey, for example, resulted in a claim from the charterers of EUR 6.25 million as well as personal injury claims by four seafarers involved in the accident. Should any of the Cadeler Group’s vessels experience or be involved in any future incidents of a similar nature, the Cadeler Group may be subject to further claims and litigation. Litigation outcomes are unpredictable and may result in reputational damage as well as fines, penalties or other sanctions imposed by governmental authorities or general damages payable by the Cadeler Group in respect of third-party claims such as, for example, personal injury claims, employment-related claims or claims for property damage.
As part of the Cadeler Group’s wind farm installation operations, it manages large, high-value components. In addition, as the Cadeler Group takes on full-service foundations projects (such as the Hornsea 3 and East Anglia 2 offshore wind farms in the U.K.), it is exposed to an increasingly complex scope of work encompassing technical design, engineering and construction. Any claims from its clients, subcontractors or vendors resulting from damage to component parts while within the Cadeler Group’s control, or defects in construction works carried out by the Cadeler Group, may be significant. The Cadeler Group could also require extensive resources to assess and defend itself against potential claims and litigation, including under professional liability or warranty obligations, any of which could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.
The Cadeler Group’s insurance coverage may be inadequate to protect the Cadeler Group from liabilities that could arise in its business.
Although the Cadeler Group maintains insurance coverage against certain risks related to its business, risks may arise for which the Cadeler Group is not insured, or which are outside the scope of its existing insurance coverage. In addition, claims covered by insurance are subject to deductibles, the aggregate amount of which could be material, and certain policies impose caps on coverage or certain carve-outs. Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy. There can be no assurance that existing insurance coverage will be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. If a loss occurs that is partially or completely uninsured, or the carrier is unable or unwilling to cover the Cadeler Group’s claim with respect to such loss, the Cadeler Group could be exposed to substantial liability. Further, to the extent that the proceeds from its insurance are not sufficient to repair or replace a damaged asset, the Cadeler Group would be required to expend funds to supplement the insurance proceeds and in certain circumstances may decide that such expenditures are not justified, which, in either case, could adversely affect the Cadeler Group’s business, prospects and financial results and condition .
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The Cadeler Group faces risks related to recruiting and retaining key personnel, and any loss of senior management or failure to recruit or retain highly skilled personnel could have a material adverse effect on the Cadeler Group’s operations.
The Cadeler Group’s continued success is largely dependent on its ability to recruit, retain and develop skilled personnel for its business. The market for qualified personnel is highly competitive and the Cadeler Group cannot be certain that it will be successful in attracting and retaining key personnel and crewing its vessels in the future. If the Cadeler Group loses any members of its senior management or other key individuals, or fails to hire, train and retain qualified employees, it may not be able to compete effectively and may have increased incident rates as well as regulatory and other compliance failures, which could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. Difficulty in hiring and retaining qualified personnel could also adversely affect the Cadeler Group’s results of operations.
If key employees depart because of uncertainty about their future roles (whether as a result of the recent Business Combination or otherwise), the Cadeler Group’s business, prospects and financial results and condition could be materially and adversely affected.
The Cadeler Group is exposed to counterparty credit risks relating to its key customers and certain other third parties.
The Cadeler Group is subject to risks of loss resulting from the non-payment or non-performance by third parties of their obligations. Although the Cadeler Group monitors and manages counterparty risks, some of the Cadeler Group’s customers and other counterparties may be highly leveraged and subject to their own operating, financial and regulatory risks. For example, some of the Cadeler Group’s contractual counterparts are special purpose vehicles created for the purpose of carrying out a specific offshore wind farm project. These special purpose vehicles typically have limited assets or capital, and the Cadeler Group is not always able to obtain parent or third-party performance or financial guarantees for such counterparts’ obligations. During periods of more challenging market environments, the Cadeler Group will be subject to an increased risk of customers seeking to repudiate contracts. The ability of the Cadeler Group’s customers to perform their contractual obligations may also be adversely affected by restricted credit markets and economic downturns. Any bankruptcy, insolvency or inability by the Cadeler Group’s customers affecting their ability to settle their debts or honor their obligations to the Cadeler Group when they fall due may adversely affect the Cadeler Group’s business, prospects and financial results and condition .
The Cadeler Group may fail to comply with applicable environmental laws and regulations, which could have an adverse effect on the Cadeler Group’s business, prospects and financial results and condition .
The Cadeler Group’s operations are subject to a variety of laws, regulations, and requirements controlling the discharge of various materials into the environment, requiring removal and clean-up of materials that may harm the environment, controlling carbon dioxide emissions, or otherwise relating to the protection of the environment in the countries in which the Cadeler Group operates. Such laws, regulations and requirements vary from jurisdiction to jurisdiction and the operations of the Cadeler Group may be negatively affected by changes in environmental laws and other regulations that can result in large expenses including modification of vessels and changes in the operation of vessels. A lack of harmonization globally in relation to environmental, social and governance (“ESG”) reform and the different pace at which legislators and regulators across the globe operate creates uncertainty and the risk of fragmentation. New ESG regulation affects how the Cadeler Group can conduct it business as the compliance requirements increase.
Despite the Cadeler Group’s commitment to meet the environmental and other ESG requirements for the operation of its vessels, there is a risk that the Cadeler Group fails to comply with applicable laws and regulations. Non-compliance with environmental laws and regulations in any of the jurisdictions in which the Cadeler Group operates may result in increased costs, material fines, penalties, possible revocation of ability to do business or contract termination and could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition .
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The Cadeler Group faces increasing scrutiny related to environmental, social and governance as well as sustainability matters that may impact its business.
Recent years have seen an increase in investor and regulatory attention to ESG, including diversity and inclusion, environmental stewardship and transparency. A lack of harmonization globally in relation to ESG reform and the different pace at which legislators and regulators across the globe operate creates uncertainty and the risk of fragmentation. On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules for U.S. public companies that mandated significant new disclosures relating to climate-related risks, Scope 1 and Scope 2 greenhouse gas emissions and climate-related financial metrics. Legal challenges were filed soon after the rules were adopted and in April 2024 the SEC issued an order staying the rules pending resolution of the legal challenges. It is currently unclear whether the SEC’s previous climate agenda will be further pursued, but the proposed rules, with which the Company will be required to comply if they become effective, impose to a certain extent different obligations than the Corporate Sustainability Reporting Directive adopted by the EU in January 2023. Failure by the Cadeler Group to comply with or meet applicable legal and regulatory requirements or stakeholder or market expectations in relation to ESG matters, or if the Cadeler Group is perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may expose the Cadeler Group to reputational damage, fines and other sanctions and its business and financial condition could be materially and adversely affected. Increasing attention to climate change, including the increasing societal expectations on businesses to address climate change, may result in increased costs, reduced profits, increased investigations and litigation, and negative impacts on the Cadeler Group’s ability to access capital markets.
While the Cadeler Group may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve its ESG profile or to respond to stakeholder expectations, such initiatives may be costly and may not achieve the desired effect. For example, the Cadeler Group has set high standards and ambitions for its environmental responsibility, including its goal to run a carbon-neutral business by 2035. Achieving these goals will require emission reductions across the fleet, innovations in operations as well as research into reliable solutions for sequestering the greenhouse gases that the Cadeler Group cannot avoid emitting. Despite its efforts, there is a risk that the Cadeler Group will fail in meeting its environmental goals, for example due to failed technological advancements and failure in developing more eco-friendly vessels.
Expectations around the Cadeler Group’s management of ESG matters continue to evolve rapidly, in many instances due to factors that are out of the Cadeler Group’s control. If the Cadeler Group fails to, or is perceived to fail to, comply with or advance certain ESG initiatives (including the timeline and manner in which initiatives are completed), it may be subject to various adverse impacts, including reputational damage, allegations of “greenwashing” and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.
The Cadeler Group is subject to risks related to tax, including the applicability of tonnage taxation, and to changes in tax laws
Tax laws, regulations and treaties are highly complex and subject to interpretation. Consequently, the Cadeler Group is subject to changing tax laws, regulations and treaties in and between the countries in which it operates. Cadeler applies the tonnage tax scheme in Denmark for those vessels owned by the Cadeler Group and bareboat chartered to Cadeler, and in the United Kingdom for those vessels owned and operated by the Cadeler Group’s U.K. subsidiaries. Under both the Danish and U.K. tonnage tax schemes, ship-owners (or bareboat charters) pay a fixed amount per net ton at their disposal, rather than being taxed under a conventional corporate tax regime where a taxable income is calculated based on taxable revenue less tax-deductible expenses, depreciations and amortizations. As certain of the Cadeler Group’s vessels are registered in Cyprus and owned by subsidiaries organized in Cyprus, the Cadeler Group is also subject to tonnage taxation in Cyprus.
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From time to time, the Cadeler Group’s positions in respect of taxes, including tonnage taxation, may be subject to review or investigation by tax authorities in the jurisdictions in which the Cadeler Group operates. If any tax authority were to successfully challenge the Cadeler Group’s operational structure, the taxable presence of Cadeler’s subsidiaries in certain countries or the Cadeler Group’s interpretation of applicable tax laws and regulations, or if the Cadeler Group were to lose any other material tax dispute in any country, the result could be an increase in the Cadeler Group’s tax expenses and/or a higher effective tax rate. For instance, if the tax authorities in Denmark, the United Kingdrom or Cyprus were to determine that income taxed under the tonnage tax regime should have been subject to corporate income tax instead, such income would be taxed at a higher rate. In addition, as Cadeler operates in various tax jurisdictions when carrying out wind farm installation projects, one or more foreign tax authorities could claim that Cadeler has a permanent establishment in such tax jurisdiction and Cadeler could, as a result, potentially be subject to taxation in such jurisdictions. The analysis of whether a permanent establishment exists depends on local interpretation of local tax rules and the impact on the Cadeler Group’s taxation in Denmark depends on whether or not a double tax treaty exists between Denmark and the relevant jurisdiction. As a general principle under local Danish tax law, income attributed to a permanent establishment abroad should not be included in the taxable income (computed for Danish tax purposes) of a Danish parent company, provided that the Danish tax authorities agree that the permanent establishment exists and that the allocation of profits and costs to such permanent establishment is correct. Thus, the risk is generally limited to the difference in tax rate between Denmark and the “permanent establishment country” leading to a different tax levied on the income attributed to the permanent establishment(s), excluding penalties and interest for any late payment. However, if the income attributable to the permanent establishment is taxed under the tonnage tax scheme in Denmark, such income would likely be subject to corporate income taxation in the permanent establishment country, and as a result such income may be taxed at a higher rate and could result in a higher tax payment by the Cadeler Group. In addition, potential fines and interest for late payment of taxes may be levied for noncompliance with foreign requirements for the registration of any such permanent establishment(s).
The Cadeler Group may also be affected by changes in global tax initiatives. For instance, in October 2021, members of the OECD agreed on a two-pillar approach to reform the international tax system: the so-called Pillar One rules, which reallocate profits to the market jurisdictions where sales arise versus physical presence, and the so-called Pillar Two rules, which are designed to compel multinational corporations with EUR 750 million or more in annual revenue to pay a minimum effective corporate tax rate of 15% on income received in each jurisdiction in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. The principal jurisdictions in which the Cadeler Group may be exposed to additional taxation as a result of the Pillar Two rules include Denmark, the United Kingdom and Cyprus. The Cadeler Group is actively assessing the potential future impact of the Pillar Two rules on the Cadeler Group’s business. The Pillar Two rules could, however, have the effect of increasing the burden and costs of the Cadeler Group’s tax compliance, the amount of taxes the Cadeler Group incurs in the relevant jurisdictions and its global effective tax rate, and in turn have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition.
The Cadeler Group is dependent on certain certificates and approvals.
The Cadeler Group’s operations require a number of certificates and approvals from relevant authorities in which the Cadeler Group operates. See also Item 4.B “Business Overview—Impact of regulation” of this Annual Report on Form 20-F . The comprehensiveness and the procedures for obtaining such certificates and approvals may vary across countries. Such certificates and approvals may be necessary for both onshore and offshore construction and operation activities. Moreover, after having obtained such certificates and approvals, the Cadeler Group is required to comply with relevant conditions for their maintenance, and failure to do so may result in sanctions (including, for example, a prohibition on continued operations), fines and/or revocation or suspension of the certificates and approvals granted to the Cadeler Group.
The Cadeler Group can provide no assurance that all necessary certificates and approvals will be obtained and renewed as and when required. Failure to obtain, or delays in obtaining, the necessary certificates and approvals could result in termination or delay of the Cadeler Group’s projects.
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Classification societies have established requirements that all vessels are required to meet and which may result in substantial costs. The Cadeler Group’s vessels are subject to inspections, surveys or tests, and the relevant classification society may impose “conditions of class” or “recommendations,” i.e., specific measures, repairs, surveys etc. relating to any vessel and require that the owner of that vessel (i.e., the Cadeler Group) implement such recommendations either immediately, by a certain deadline or at the next (mandatory) drydocking. If any required action is not taken, the classification society may suspend or revoke the relevant vessel’s classification, in which case, the vessel is not permitted to operate. The same may result if the Cadeler Group’s vessels do not undergo the required surveys at regular intervals or do not make the required reporting to the classification societies. Failure to comply with classification requirements may also adversely affect insurance coverage and may result in certain vessels being denied access to, or detained in, certain ports, which may in turn have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition .
The Cadeler Group is subject to risks relating to changes in, compliance with, or failure to comply with certain domestic and international laws and regulations.
The Cadeler Group and its business are subject to laws and regulations governing the offshore industry. Future changes in the domestic and international laws and regulations applicable to the Cadeler Group and its activities are unpredictable and are beyond the control of the Cadeler Group, and such changes could imply the need to materially alter the Cadeler Group’s operations and organization and may prompt the need to apply for permits, which could in turn have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition . See also “—The Cadeler Group is dependent on certain certificates and approvals” and Item 4.B “Business Overview—Impact of regulation” of this Annual Report on Form 20-F .
Any change in or introduction of new regulations may increase the costs of operations, which could have an adverse effect on the Cadeler Group’s profitability. For example, changes in regulations on fuel for vessels could materially affect the Cadeler Group’s cost base. As a result of an International Maritime Organization (“IMO”) regulation which entered into force on January 1, 2020, the shipping industry has been exposed to a shift from heavy fuel oil to low sulphur fuels or alternatively installing so-called scrubbers on vessels, with either alternative resulting in additional costs to shipping companies. In addition, on July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System (“EU ETS”) from 2024 by phasing the sector into the EU ETS requirements over a three-year period. This will require shipowners to buy permits to cover greenhouse gas emissions and is expected to affect Cadeler’s vessels from 2027 onwards. The European Commission’s plan will permit vessel owners to pass the costs of compliance with the EU ETS onto charterers for vessel emissions during on-hire periods. If Cadeler is unable to pass on these additional costs to its customers during on-hire periods, this could have a material adverse effect on the Cadeler Group’s financial position. During off-hire periods, Cadeler will need to develop a strategy for purchasing EU ETS allocations at favorable rates. If Cadeler is unable to obtain favorable rates or if Cadeler is unable to implement adequate processes to manage the purchasing and surrendering of EU ETS allocations, it could be exposed to financial penalties or operational restrictions which may in turn have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition .
If any of the Cadeler Group’s vessels does not comply with the extensive regulations applicable from time to time, the Cadeler Group may be unable to continue such vessel’s operations without costly and time-consuming retrofits, and/or the Cadeler Group could be in non-compliance with applicable rules and regulations. See also “—The Cadeler Group is dependent on certain certificates and approvals.”
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Labor disruptions could materially adversely affect the Cadeler Group’s business and operations.
The seafarers operating the O-Class Vessels and P-Class Vessels belong to unions, and the Cadeler Group has collective bargaining agreements with Metal Maritime, Maskinmestrenes Forening and Dansk EL-forbund that govern the employment of the seafarers serving on those vessels. In addition, the Cadeler Group has agreements with the Japanese Seamen’s Union (JSU) with respect to certain of the seafarers on the Wind Zaratan, and with the International Transport Workers’ Federation (ITF) with respect to certain of the seafarers on the Wind Scylla. The terms of these agreements generally govern the wages paid to the crew, minimum living conditions onboard the vessels, as well as other benefits and conditions of the seafarers’ employment. The collective bargaining agreements relating to the Cadeler Group’s Danish-flagged are subject to customary renegotiation in 2025, and the Cadeler Group may also become subject to additional agreements in the future including with respect to the S-Class Vessel for which an agreement is in the process of being negotiated. While management believes that the Cadeler Group’s relationships with the Metal Maritime and other trade unions are good, if the Cadeler Group’s relations with its seafarers, the Metal Maritime or other trade unions deteriorate, or if the Cadeler Group’s employees or the relevant unions decide to strike or stop work for any other reason, the Cadeler Group may be unable to operate its vessels, which could result in loss of revenues, increased costs and decreased cash flows. Further, the Cadeler Group’s collective bargaining agreements govern the wages paid by the Cadeler Group to certain of its seafaring employees, and there can be no assurance that future renegotiations will lead to wage levels acceptable to the Cadeler Group. Any labor disruptions or significant increase in wages could harm the Cadeler Group’s operations and could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.
Changes in interest rates will continue to affect the Cadeler Group’s business and results.
On November 15, 2023, Cadeler entered into an unsecured term loan facility in an aggregate amount of EUR 50 million (for a 5 year tenor) with a noncommitted accordion option of up to EUR 50 million (the “Holdco Facility”). On March 7, 2024, the Holdco Facility was increased from EUR 50 million to EUR 80 million. On August 26, 2024, the Cadeler Group further increased the capacity available to it under the Holdco Facility, with the lender commitments thereunder increased by EUR 45 million, bringing the total capacity available to the Cadeler Group thereunder to EUR 125 million.
On December 7, 2023 Cadeler entered into a facilities agreement for Senior Secured Green Credit and Guarantee Facilities of up to EUR 550 million (the “Green Corporate Facility”). The Green Corporate Facility initially comprised two committed revolving credit facilities (RCF-A and RCF-B) of EUR 250 million and EUR 100 million, available until December 19, 2028 and June 19, 2025, respectively, a EUR 100 committed term loan available until 19 June 2032, and an uncommitted guarantee line of EUR 100 million, available until 19 December 2028. On August 6, 2024, the Cadeler Group achieved the extension of the RCF-B facility under its Green Corporate Facility to June 19, 2026 and the increase of the uncommitted guarantee line thereunder from EUR 100 million to EUR 200 million. Total drawings within the Green Corporate Facility are limited to a maximum of EUR 450 million until the maturity of the RCF-B facility and thereafter a maximum of EUR 350 million for the remaining term of the Green Corporate Facility.
In addition, Cadeler has entered into the P-Class Facility, the M Class Facility and the A-Class Facility. See “—The ordering, construction and delivery of new build vessels and upgrades to existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available at favorable terms or at all.”
In August 2024, the Company requested the utilization of EUR 210 million under the P-Class Facility to finance the final instalment for the delivery of the first P-Class Vessel in the same month, and in March 2025, the Company requested the utilization of EUR 211 million under the P-Class Facility to finance the final instalment for the second P-Class Vessel, which is expected to be delivered imminently.
In January 2025, the Company requested the utilization of EUR 212 million under the M-Class Facility to finance the final instalment for the delivery of the first M-Class Vessel in the same month.
The Cadeler Group’s performance is affected by changes in interest rates. Benchmark overnight interest rates decreased in 2024, and forward rates suggest that interest rates will continue to decline in 2025. Stable interest rates support more predictable income flow and less volatility in asset and liability valuations, although persistently low and negative interest rates may adversely affect the Cadeler Group.
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Cadeler’s business results are also exposed to potential negative impacts due to changes in inflation, currency exchange rates, changes in usage of the U.S. dollar in global trade, and other local or regional market conditions. In addition to direct potential impacts on Cadeler’s costs and revenues, market factors such as rates of inflation may indirectly impact Cadeler’s results to the extent such factors reduce general rates of economic growth and increase the cost of capital for capital-intensive development projects, such as offshore wind farms, reducing the attractiveness of such projects and thereby the demand for the Cadeler Group’s services. Market factors may also result in losses from the derivatives and other instruments the Cadeler Group uses to hedge the interest rate risk associated with Cadeler’s financing arrangements. The Cadeler Group’s policy is to hedge 50% of such interest rate risk.
Any of the above may could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.
Risks Related to the Business Combination
In December 2023, Cadeler completed its business combination with Eneti Inc., a registered company incorporated under the laws of the Republic of the Marshall Islands (“Eneti” and, together with its subsidiaries, the “Eneti Group”) (the “Business Combination”). Set out below is a summary of certain risk factors related to the Business Combination.
Cadeler may fail to realize all of the anticipated benefits of the Business Combination, or these benefits may take longer to realize than expected.
Cadeler believes that there are significant benefits as well as cost and revenue synergies that may be realized through leveraging the flexibility and size of the combined fleet, scale, respective capabilities and deep industry relationships of each of Cadeler and Eneti. In June 2023, when Cadeler and Eneti announced their agreement to into the Business Combination, the members of the board of directors of Cadeler (the “Cadeler Board”) estimated that the Business Combination would create synergies of at least EUR 106 million per year, comprising EUR 55 million in cost and operational synergies and EUR 51 million in utilization synergies. The foregoing cost and operational synergies estimate of EUR 55 million included approximately EUR 37 million in estimated operational synergies, based on assumptions made by the management of Cadeler that the combined company would be able to cross-utilize mission equipment, sea fastenings and toolings, and would benefit from increased efficiency in procurement and associated operational expenditures, and approximately EUR 18 million in estimated corporate and financing synergies, based on assumptions made by the management of Cadeler that the combined company would benefit from reduced management headcount, reduced corporate costs and an optimized hiring plan as a result of the consolidation of the combined company’s onshore operations, and improved financing terms in light of the combined company’s greater scale and negotiating leverage. The foregoing utilization synergies estimate of EUR 51 million was based on assumptions made by the management of Cadeler that the combined company would benefit from optimized fleet utilization, reduced mobilization and demobilization times, and accelerated overall project timeframes. While it is the assessment of Cadeler's management that the combined Cadeler Group remains on track to realize remaining synergies anticipated by the Cadeler Board upon the delivery of the remaining M-Class New Build (having already achieved at least EUR 30 million in cost and operational synergies, principally as a result of reduced management headcount and an optimized hiring plan as well as improved terms on the M-Class Facility) there is no assurance that such synergies will be realized in full.
Cadeler believes that the Business Combination will result in a number of operational benefits, such as increased redundancy and improved ability to meet customer demand for larger scopes and project sizes. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt the Cadeler Group’s operations if not implemented in a timely and efficient manner. Failure to achieve the anticipated benefits of the Business Combination could adversely affect the Cadeler Group’s results of operations or cash flows, decrease or delay any accretive effect of the Business Combination and negatively impact the price of Cadeler Shares and Cadeler ADSs.
Cadeler and Eneti incurred substantial expenses in connection with, and as a result of, completing the Business Combination, and following the completion of the Business Combination, Cadeler has incurred and expects to continue to incur additional expenses in connection with combining the businesses and operations of Cadeler and Eneti. Factors beyond Cadeler’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately and some of which are the result of actions taken by Eneti prior to the completion of the Business Combination.
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In addition, Cadeler has been and is currently required to devote significant attention and resources to successfully align the business practices and operations of Cadeler and Eneti after the completion of the Business Combination. Cadeler may not achieve the expected benefits of the Business Combination as rapidly or to the extent anticipated, Eneti’s business may not perform as anticipated following the Business Combination, or the effect of the Business Combination on the Cadeler Group’s financial results may not meet the expectations of Cadeler’s management, financial analysts or investors. This ongoing process may disrupt the Cadeler Group’s business and, if ineffective, would limit the anticipated benefits of the Business Combination and/or negatively impact the price of the Cadeler Shares and/or Cadeler ADSs. See also “—Integration involves numerous challenges that may be more time-consuming and costly than expected.”
Integration involves numerous challenges that may be more time-consuming and costly than expected.
The Cadeler Group’s success after the Business Combination will depend, in part, upon Cadeler’s ability to integrate Eneti without disruption to its existing business. The integration process is complex and has required and continues to require the coordinated efforts of Cadeler’s and retained Eneti’s management teams and employees. This process is ongoing, based on detailed plans created by Cadeler to seek to ensure a smooth and efficient integration of Eneti’s and Cadeler’s operations. Integration may take longer than expected, may prove more difficult than currently anticipated or unanticipated difficulties may arise, thereby posing a risk to the Cadeler Group’s profitability.
A significant amount of the Cadeler Group’s management’s time has been and will be required to achieve the integration of Cadeler’s and Eneti’s businesses, and this may affect or impair the ability of the management team to run the business of the combined company effectively. Cadeler has a relatively small management team and organization, which could further exacerbate this risk. The foregoing could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.
Cadeler became subject to the reporting requirements of the U.S. Exchange Act in connection with the Business Combination and it needs to devote substantial time and resources to complying with public company regulations. There can be no assurance that the Cadeler Group’s internal control over financial reporting will remain effective.
Following the completion of the Business Combination, Cadeler became a foreign private issuer and subject to SEC reporting requirements and regulations. As such, and particularly after December 31, 2024 given that Cadeler no longer qualifies as an emerging growth company, Cadeler expects to incur significant legal, accounting, and other expenses that Cadeler did not incur previously, including costs associated with its SEC reporting requirements under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things, that Cadeler maintains and periodically evaluates its internal control over financial reporting and disclosure controls and procedures. In particular, Cadeler needs to perform system and process evaluation and testing of internal control over financial reporting to allow management and its independent registered public accounting firm to report on the effectiveness of its internal control over financial reporting, as required by the rules and regulations of the SEC regarding Section 404 of the Sarbanes-Oxley Act. Failure to remediate material weaknesses in the Cadeler Group’s internal control over financial reporting may result in Cadeler being unable to prevent or detect misstatements on a timely basis and its financial statements may be materially misstated. Cadeler needs to evaluate areas such as corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. However, these and other measures may not be sufficient to allow Cadeler to remain compliant with its obligations as a public company on a timely and reliable basis. See also “—Risks Related to the Cadeler Group’s Business—If the Cadeler Group fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report financial results in a timely manner or prevent fraud, which may adversely affect its business and the market price of the Cadeler ADSs and Cadeler Shares.”
In addition, Cadeler has spent and will spend additional resources and incur additional costs associated with operating as a public company in both Norway and the United States, and maintaining listings on both the Oslo Stock Exchange (the “OSE”) and the New York Stock Exchange (the “NYSE”).
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Cadeler’s senior management and other personnel need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations increase Cadeler’s legal and financial compliance costs and make some activities more time-consuming and costly. For example, Cadeler expects that these rules and regulations may make it more expensive for the combined company to obtain director and officer liability insurance, which in turn could make it more difficult for the combined company to attract and retain qualified senior management personnel or directors. In addition, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
Risks Related to the Cadeler Shares and Cadeler ADSs
Future issuances of new Cadeler Shares or other securities in Cadeler may dilute the holdings of Cadeler Shareholders and could materially affect the price of the Cadeler ADSs and the Cadeler Shares.
Future issuances of new Cadeler Shares or other securities in Cadeler may dilute the holdings of Cadeler Shareholders and could materially and adversely affect the price of the Cadeler ADSs and the Cadeler Shares. Cadeler may in the future issue additional Cadeler Shares or securities convertible into Cadeler Shares through directed offerings without pre-emptive rights for existing holders of Cadeler Shares and Cadeler ADSs. For example, Cadeler has carried out four equity capital raises without pre-emptive rights since its listing on the OSE in November 2020, raising gross proceeds in aggregate of approximately EUR 546.8 million, to finance in part the ordering of its New Builds. It is possible that Cadeler may decide to offer additional Cadeler Shares or other securities in Cadeler in order to finance instalments on its already ordered New Builds, in connection with new capital investments in the future, unanticipated liabilities and expenses, future acquisitions, any share incentive or share option plan, or for any other purposes. Any such offer could reduce the proportionate ownership and voting interests of holders of Cadeler Shares and Cadeler ADSs as well as the earnings per share and the net asset value per share, and any such offering by Cadeler could also have a material adverse effect on the market price of Cadeler Shares and Cadeler ADSs.
The Cadeler Group currently has orders in place for five New Builds, which will require significant funding for further instalments. Such funding is not currently in place and, if Cadeler is unable to achieve sufficient debt financing on attractive terms, it may need to raise such funding through capital markets transactions including one or more equity offerings, which may lead to dilution of ownership of existing shareholders of Cadeler and/or decrease in share price.
The market value of Cadeler ADSs and Cadeler Shares and dividends are subject to exchange risk.
The Cadeler Shares have a nominal value in DKK, while priced in NOK when listed and traded on the OSE. In addition, Cadeler ADSs are listed and admitted to trading, and the Cadeler Shares underlying such Cadeler ADSs are listed (but not admitted to trading), on the NYSE, where they are priced in USD. Any future payments of dividends on the Cadeler Shares listed on the OSE and the NYSE is expected to be paid in NOK and/or USD, respectively. Additionally, the Cadeler Group prepares its financial statements in EUR, which is also the functional currency of the Cadeler Group, and a majority of Cadeler’s contractual obligations are either in EUR or USD, including the remaining payments for the orders of the New Builds. Income is primarily invoiced in EUR, as are most costs, or in DKK, which is pegged to the EUR. Accordingly, transactions in a currency other than the EUR are translated into EUR using the exchange rates at the dates of the transactions and the Cadeler Group’s revenue, costs and results may increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. As a result of these factors, investors are subject to adverse movements in NOK, DKK, EUR and USD against the respective other currencies, and the dividends paid on the Cadeler Shares or price received in connection with the sale of such Cadeler Shares could be materially adversely affected by such exchange rate movements.
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Holders of Cadeler ADSs may not be able to exercise voting rights or receive distributions as readily as holders of Cadeler Shares.
Holders of Cadeler ADSs who would like to vote their underlying Cadeler Shares at general meetings of Cadeler Shareholders must timely instruct the Depositary on how to vote these underlying Cadeler Shares in advance of such meeting to enable the Depositary to submit the votes ahead of the deadline set out in Cadeler’s notice for the meeting. Neither Cadeler nor the Depositary can guarantee that holders of Cadeler ADSs will receive the notice for any general meeting or any voting materials provided by Cadeler or the Depositary in time to ensure that you are able to instruct the Depositary to vote the Cadeler Shares underlying their Cadeler ADSs. Furthermore, the Depositary and its agents are not responsible for failure to carry out voting instructions or for the manner of carrying out voting instructions. Therefore, there is a risk that the vote of holders of Cadeler ADSs may not be carried out in the manner intended and, in such instance, there would be no recourse available to them. Holders of Cadeler ADSs also may not receive the distributions that Cadeler makes on the Cadeler Shares or any value for them if it is illegal or impracticable for the Depositary to make them available to them.
The Deposit Agreement includes a jury trial waiver provision and a forum selection provision, as a result of which holders of Cadeler ADSs may not be entitled to a jury trial or to bring a claim in a judicial forum they find favorable with respect to claims arising under the Deposit Agreement, each of which could result in less favorable results to the plaintiff(s) in any such action.
On December 19, 2023 Cadeler, JPMorgan Chase Bank, N.A., in its capacity as depositary (the “Depositary”) and all holders and beneficial owners from time to time of ADRs issued thereunder, entered into a deposit agreement (the “Deposit Agreement”). The Deposit Agreement governing the Cadeler ADSs provides that holders and beneficial owners of Cadeler ADSs, including those who acquire Cadeler ADSs in the secondary market, irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relating to the Deposit Agreement or the Cadeler ADSs, including claims under U.S. federal securities laws, against Cadeler or the Depositary to the fullest extent permitted by applicable law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the Deposit Agreement with a jury trial. To Cadeler’s knowledge, the enforceability of a jury trial waiver under the U.S. federal securities laws has not been finally adjudicated by a federal court, and holders of the Cadeler ADSs are not able to waive Cadeler’s or the Depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.
In addition, the Deposit Agreement governing the Cadeler ADSs provides that by holding or owning Cadeler ADSs or an interest therein, holders and beneficial owners of Cadeler ADSs irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or Cadeler brought by holders or beneficial owners, arising out of or based upon the Deposit Agreement, the Cadeler ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the U.S. Securities Act, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Any person or entity purchasing or otherwise acquiring any Cadeler ADSs, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to this choice of forum provision. This forum selection provision seeks to reduce litigation costs and increase outcome predictability. While forum selection provisions have been upheld by courts in certain states, it is possible that in connection with any action a court could find the forum selection provision to be inapplicable or unenforceable in such action. If a court were to find the forum selection provision inapplicable to, or unenforceable in respect of, one or more actions or proceedings, a holder or beneficial owner of Cadeler ADSs may incur additional costs associated with resolving such action in other jurisdictions and may not obtain the benefits of limiting jurisdiction to the courts selected. To the extent that such claims may be based upon federal law claims, Section 27 of the U.S. Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the U.S. Exchange Act or the rules and regulation thereunder. Furthermore, Section 22 of the U.S. Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Actions by beneficial owners and holders of Cadeler ADSs to enforce any duty of liability created by the U.S. Exchange Act, the U.S. Securities Act or the respective rules and regulations thereunder must be brought in the U.S. District Court for the Southern District of New York. Holders of Cadeler ADSs will not be deemed to have waived Cadeler’s compliance with the federal securities laws and regulations promulgated thereunder.
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The jury trial waiver provision and the forum selection provision of the Deposit Agreement can discourage claims or limit the ability of holders of Cadeler ADSs to bring a claim in a judicial forum that they find favorable. In addition, there may be imbalances of resources between Cadeler and the Depositary and holder(s), including in regard to access to information. If any holder or beneficial owner of Cadeler ADSs brings a claim against Cadeler or the Depositary in connection with matters arising under the Deposit Agreement or the Cadeler ADSs, such holder or beneficial owner may not be entitled to a jury trial with respect to such claims. If a lawsuit is brought against Cadeler and/or the Depositary under the Deposit Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in increasing costs of bringing a claim. A case that is only heard by a judge or justice of the applicable trial court may result in different outcomes than a trial heard by jury would have, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
No condition, stipulation or provision of the Deposit Agreement or Cadeler ADSs serves as a waiver by any holder or beneficial owner of Cadeler ADSs or by Cadeler or the Depositary of compliance with any provision of the U.S. federal securities laws.
Cadeler’s largest shareholders have significant voting power and the ability to influence matters requiring shareholder approval. Sales of substantial amounts of Cadeler Shares by Cadeler’s largest shareholders could reduce the price of Cadeler Shares.
Based on information provided in connection with their latest notifications to Cadeler, BW Altor Pte. Ltd. (“BW Altor”) has an ownership interest in Cadeler of approximately 19.95% and Scorpio Holdings Limited (“Scorpio Holdings”) has an ownership interest of approximately 12.09%. Accordingly, each of BW Altor and Scorpio Holdings may have the ability to influence matters that require approval by a majority of shareholders at a general meeting, including the appointment of directors and payment of dividends, and exercise of significant influence in matters where a majority or special majority is required, including mergers and other extraordinary transactions, as well as amendments of the combined company’s organizational documents and alterations of its capital structure, including authorizing the issue of new shares or share buybacks of existing shares. The interests of each of BW Altor and Scorpio Holdings may differ significantly from or compete with Cadeler’s interests or those of other Cadeler Shareholders, and it is possible that each of BW Altor and Scorpio Holdings may exercise significant influence or control over the Cadeler in a manner that is not in the best interests of all Cadeler Shareholders or with which other investors may not agree. This concentration of ownership and voting power could delay, postpone or prevent a change of control in Cadeler, impede mergers, consolidation, takeover or other forms of combinations involving Cadeler, or discourage a potential acquirer from attempting to obtain control of Cadeler.
In addition, if any of Cadeler’s largest shareholders sell substantial amounts of their shareholdings in the public market or if there is a perception in the market that such substantial sales may occur in the future, the market price of the Cadeler Shares could fall. The occurrence of such substantial sales or the perception that substantial sales of Cadeler Shares may occur in the future could put downward pressure on the market price of Cadeler Shares and may make it more difficult for Cadeler to raise additional financing through the sale of equity or equity related securities in the future at a time and price that Cadeler deems reasonable or appropriate.
If insolvency proceedings are commenced against Cadeler resulting in a liquidation, the Cadeler Shareholders may only be entitled to receive a liquidation dividend from Cadeler to the extent that all of Cadeler’s liabilities have been paid to creditors in full.
Any insolvency proceedings with respect to Cadeler will be subject to the insolvency laws applicable to Danish limited liability companies as set out in the Danish Act no. 1600 of December 25, 2022 on bankruptcy or other applicable laws. If insolvency proceedings are commenced against Cadeler resulting in a liquidation, Cadeler Shareholders may only be entitled to receive a liquidation dividend from Cadeler to the extent that all of Cadeler’s liabilities have been paid to creditors in full. If the liquidation of Cadeler’s assets does not generate sufficient proceeds for the bankruptcy estate to pay any liquidation dividend to Cadeler’s shareholders, any equity investment in Cadeler may be lost.
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There can be no assurances that Cadeler will not be a passive foreign investment company (a “PFIC”) for any taxable year, which would generally result in adverse U.S. federal income tax consequences to U.S. investors in Cadeler ADSs or Cadeler Shares.
In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For the purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains and certain rents and royalties, but does not include income received as compensation for services. Cash and cash equivalents are generally treated as passive assets. Goodwill and other intangible assets are generally treated as active assets to the extent associated with activities that generate non-passive income.
Cadeler’s gross income consists primarily of gross income from time charter hire services contracts with customers where the Cadeler Group utilizes its vessels, equipment and crew to deliver a service to the customer based on either a fixed day rate or milestone deliverables. Customers cannot charter a vessel from the Cadeler Group without also receiving the relevant wind turbine installation, engineering or maintenance services from the vessel’s crew. While the treatment of the gross income from time charter hire services for purposes of the PFIC rules is unclear, Cadeler intends to take the position that such income is non-passive income from services (rather than rental income). This position is based on general U.S. federal income tax law principles and court decisions that distinguish between income from services and rental income for other tax purposes. However, there is a court decision that characterized time charter income as rental income, rather than income from services, for another (not PFIC) tax purpose. Although the IRS indicated that it disagreed with that court decision, and although the facts of the court case may be different from Cadeler’s business model, there is no assurance that the IRS or a court will not treat Cadeler’s gross income from time charter hire services contracts as rental income, in which case the income (and the assets that produce it) may be treated as passive, unless the income is treated as derived in an active conduct of a trade or business under relevant Treasury regulations.
Assuming that Cadeler’s gross income from time charter hire services contracts with customers is not passive income, Cadeler does not believe it was a PFIC for 2024. However, Cadeler’s PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year, and will depend, among other things, on the composition and character of its income and assets and the value of its assets from time to time (including the value of its goodwill and other intangible assets, which may be determined, in part, by reference to its market capitalization, which could be volatile). Accordingly, there can be no assurance that Cadeler will not be a PFIC for any taxable year. If Cadeler is a PFIC for any taxable year during which a U.S. investor owns Cadeler ADSs or Cadeler Shares, the U.S. investor will generally be subject to adverse U.S. federal income tax consequences, including increased taxes on gains and certain distributions as well as reporting requirements. See also Item 10.E. “Taxation—Material U.S. Federal Income Tax Considerations—Passive foreign investment company rules.”
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Some or all of the Cadeler Group’s non-U.S. subsidiaries are expected to be treated as “controlled foreign corporations” for U.S. federal income tax purposes, and, as a result, there could be adverse U.S. federal income tax consequences to U.S. investors that own 10% or more, directly, indirectly or constructively, of Cadeler ADSs or Cadeler Shares.
Certain “United States Shareholders” (as defined below) of a non-U.S. corporation that is a “controlled foreign corporation” (a “CFC”) for U.S. federal income tax purposes generally are required to include in income for U.S. federal income tax purposes their pro rata share of the CFC’s “Subpart F income,” investments of earnings in U.S. property, and “global intangible low-taxed income” (“GILTI”), even if the CFC has made no distributions to its shareholders. A non-U.S. corporation generally will be a CFC for U.S. federal income tax purposes if United States Shareholders own, directly, indirectly or constructively (through attribution), more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A “United States Shareholder” is a United States person (as defined by the Code) that owns directly or indirectly, or is considered to own constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such corporation or 10% or more of the total value of the stock of such corporation. Cadeler is not expected to be a CFC. However, under certain attribution rules, some or all of the Cadeler Group’s non-U.S. subsidiaries are expected to be treated as CFCs by virtue of being constructively owned by the Cadeler Group’s U.S. subsidiary. As a result, any U.S. investor that is a United States Shareholder with respect to the Cadeler Group’s non-U.S. subsidiaries and that directly or indirectly owns Cadeler ADSs or Cadeler Shares generally will be required to include in income, for U.S. federal income tax purposes, its pro rata share of such subsidiaries’ Subpart F Income, investments of earnings in U.S. property and GILTI. None of Cadeler or any of the Cadeler Group’s subsidiaries intends to take these U.S. tax rules into consideration in structuring its operations, nor does it intend to provide information to United States Shareholders that may be required in order for those shareholders to properly report their U.S. taxable income with respect to Cadeler’s operations. U.S. investors that are or may become United States Shareholders with respect to Cadeler’s non-U.S. subsidiaries should consult their tax advisers with respect to the potential adverse U.S. federal income tax consequences under these rules of being a United States Shareholder with respect to such subsidiaries.
Item 4. Information on the Company
A. History and development of the company
Cadeler A/S was incorporated under the laws of Denmark on January 15, 2008 and has, from its incorporation, operated solely in the market for offshore wind. The Cadeler Group is headquartered in Copenhagen, Denmark and currently operates six offshore jack-up wind turbine installation vessels, with five new builds on order. In addition to the transportation and installation of offshore wind turbine generators (“WTGs”) and foundations, the Cadeler Group provides operations and maintenance, accommodation, meteorological mast installation and removal and decommissioning services in the offshore wind industry.
The Cadeler Shares are listed on the OSE (ticker: CADLR), where they have been listed since November 2020. The Cadeler ADSs are listed on the NYSE (ticker: CDLR), where they have been listed since December 2023. Each Cadeler ADS represents four (4) Cadeler Shares.
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Legal name: |
Cadeler A/S |
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Commercial name: |
Cadeler |
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Date of incorporation: |
January 15, 2008 |
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Legal form of the Company: |
A Danish public limited liability company |
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Legislation under which the Company operates: |
Danish law |
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Country of incorporation: |
Denmark |
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Address: |
Kalvebod Brygge 43, DK-1560 Copenhagen, Denmark |
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Telephone Number: |
+45 3246 3100 |
Important events in 2024 and 2025 to date
Reference is made to the sections titled “Business Review” and “Cadeler Milestones” on pages 9-11 of the Annual Report 2024 for information on important events in 2024 and 2025 to date.
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Capital expenditure
For capital expenditure since the beginning of 2022 (including current capital expenditures and methods of financing), reference is made to the section titled “Finance Review” on pages 14-20 of the Annual Report 2024.
No significant divestments took place in the period 2022-2024.
Public takeover offers in respect of the Cadeler Shares
No such offers occurred during 2024 or have occurred in 2025 to date.
Available information
The SEC maintains a website at www.sec.gov which contains, in electronic form, each of the reports and other information that Cadeler has filed electronically with the SEC. Cadeler’s website address is www.cadeler.com. The information contained on, or accessible through, the website is not incorporated by reference herein, and any information contained in, or that can be accessed through, the website should not be considered as part hereof. The website address has been included as an inactive textual reference only.
B. Business overview
Description of Company’s operations and principal markets
The Cadeler Group is a leading offshore wind farm vessel contractor. The Cadeler Group is headquartered in Copenhagen, Denmark and currently operates six offshore jack-up wind farm installation vessels, with five new builds on order. The Cadeler Group operates within the market for the transportation and installation of offshore WTGs and foundations. In addition to wind farm installation, the Cadeler Group’s vessels can perform maintenance, decommissioning, and other general construction tasks within the offshore industry.
Management believes that there is strong underlying demand for installation services in offshore wind and, with relevant vessel supply expected to be limited, that there are good employment prospects for the Cadeler Group’s vessels, which are optimized for transportation and installation of offshore wind foundations and WTGs.
The Cadeler Group currently has two O-Class Vessels (Wind Orca and Wind Osprey), one S-Class Vessel (Wind Scylla), one Z-Class Vessel (Wind Zaratan), one P-Class Vessel (Wind Peak) and one M-Class Vessel (Wind Maker). The Cadeler Group has placed orders for one additional P-Class New Build (Wind Pace), one M-Class New Build (to be named Wind Mover) and three A-Class New Builds (to be named Wind Ace, Wind Ally and Wind Apex). The Cadeler Group expects to take delivery of the P-Class New Build imminently and the M-Class New Build in the fourth quarter of 2025, while the three A-Class New Builds on order are currently expected to be delivered in the second half of 2025, third quarter of 2026 and first half of 2027, respectively. Cadeler refers to its next-generation WTG-installation vessels as P-Class vessels, to the similar next-generation WTG-installation vessels previously commissioned by Eneti as M-Class vessels, and to its vessels specifically intended to be used for the installation of WTG foundations as A-Class vessels. In addition to wind farm installation, each of the Cadeler Group’s vessels are capable of performing maintenance and other tasks. Crane upgrades of the O-Class Vessels were completed during the second quarter of 2024, ensuring that the O-Class Vessels are capable of handling the next generation of offshore wind turbines.
The Cadeler Group’s customer base consists of offshore wind farm developers, original equipment manufacturers and various offshore contractors. As of December 31, 2024, the Cadeler Group had completed approximately 36 offshore projects since 2012 and management believes that the Cadeler Group is well positioned in its current market, including in light of its contracts with “blue-chip” customers such as Siemens Gamesa Renewable Energy, Ørsted, Vestas, Vattenfall and ScottishPower Renewables. In the years ended December 31, 2024, 2023 and 2022, the Cadeler Group worked on projects in the United Kingdom, the United States, Germany, Taiwan, France and the Netherlands.
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Segment information
The Group’s management does not segment its operations or otherwise make operating decisions based solely on customer type, type of service or geographical segments. The Group operates six wind farm installation vessels, all of which are viewed as operating within one segment and each of which can, subject to applicable technical and regulatory restrictions, operate in any geographical area. Accordingly, the Cadeler Group has only one operating segment.
Seasonality
The market for wind farm installation vessels has historically exhibited seasonal variations in demand and boom-bust cycles and, as a result, variable charter hire rates. This seasonality may result in quarter-to-quarter volatility in the Cadeler Group’s operating results. The market is typically stronger in the spring and summer months when weather conditions are more favorable for offshore construction activities. As a result, the revenues of European operators of wind farm installation vessels in general have historically been weaker during the fiscal quarters ended December 31 and March 31, and, conversely, been stronger in fiscal quarters ended June 30 and September 30. Due to global expansion, these trends may vary according to continental seasonality. This seasonality may materially affect operating results.
Patents
The Cadeler Group has trademark rights to the Cadeler name, logo and domain, but is not otherwise materially dependent on any patents, trademarks, licenses or new manufacturing processes.
Impact of regulation
Reference is made to the section titled “Regulatory,” on pages 28-32 of the Annual Report 2024 for information on the impact of regulation.
Market and competition
The Cadeler Group operates within the offshore wind farm transportation and installation vessel market, which constitutes a part of the global wind energy industry. The fundamental driver of the wind energy installation activity is energy companies’ investments in developing and installing renewable energy capacity. At the heart of these investment decisions are the decarbonization of the energy sector and the reduction of carbon emissions to limit climate change and achieve a more sustainable energy mix globally.
The engineering challenges presented by the transportation and installation of turbines at sea have resulted in the development of specialist equipment and innovative construction techniques. The wind turbine itself is constructed on shore in sections. The sections split the structure into main components which include: the substructure, tower sections, nacelle, hub and blades. These components are assembled at sea by the wind farm installation vessels always attempting to do this in the fewest possible lifts.
Key competitive parameters for wind farm transportation and installation vessels include, among other things:
| ● | Lifting height capacity above sea level: for the next generation of turbines, it is expected that the hub heights may reach 160 – 180 meters; |
| ● | Lifting heights above main deck: for the next generation turbines, it is anticipated that towers may be 125 – 150 meters high; |
| ● | Large deck space and variable load capacity: in order to be able to transport large and heavy foundations and also nacelles of up to 1200 tons per unit and blades with lengths exceeding 120m; and |
| ● | Crane capacity: if targeting installation of heavy foundations/substructures or focusing on next generation wind turbine jacket foundations, the crane capacity is a key parameter due to the overturning moment capacity required. |
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Growth and demand within the offshore wind farm transportation and installation vessel market are affected by, among others, the following factors:
| ● | Energy companies’ investment levels in renewable energy: Energy companies’ investment levels in developing offshore wind farms are the key driver of demand for transportation and installation vessels, which are, in turn, dependent on energy prices and the competitiveness of developing offshore wind projects. |
| ● | Cost of completing offshore wind projects (levelized cost of energy — “LCOE”): Long term prospects for offshore wind depend to a large extent on how competitive offshore wind is compared to other sources of electricity. The LCOE combines all of the cost elements that are attributed to offshore wind projects into a single number representing the average generation cost for the projects. This metric measures the attractiveness of developing offshore wind projects versus other sources of energy. |
| ● | Consumer pricing (Consumer willingness to pay): Using renewable energy for domestic consumption has been identified as a key strategy by the Intergovernmental Panel on Climate Change to reduce greenhouse gas emissions. As part of the success of offshore wind, the declining costs and increased competitiveness have made the outbuild of offshore wind much faster. Critical to the success of this is to know whether consumers are willing to pay to increase the proportion of electricity generated from renewable energy in their electricity portfolio. |
| ● | Technology and innovation: The global offshore wind market has been gaining momentum over the last decade, benefitting from rapid technology improvements. Equipment suppliers have focused research and development spending on bigger and better performing offshore wind turbines, a technology that has grown in physical size and rated power output. With the continuous technology leaps propelling the offshore wind industry, larger and larger turbines are coming to market, in terms of size and swept area, which in turn raises the turbines’ maximum output. The tip height of commercially available turbines increased from just over 100 metres in 2010 (~3 MW turbine) to more than 200m in 2016 (8 MW turbine) and the swept area increased by 230%. The industry is targeting even larger turbines, expected in the range of 15 – 20 MW, for 2030. Larger turbines require larger foundations and hence construction becomes more challenging. The trend is expected to lead to increased demand for high-end transportation and installation vessels. |
| ● | Political and regulatory environment: Changes in the political, economic and regulatory environment across regions affect the global demand for offshore wind development. The political and regulatory regimes of a country also have a significant impact on the economic attractiveness of developing offshore wind farms. |
| ● | Global energy transition: Focus on the environment has been and will continue to be one of the most important drivers for developing offshore wind projects. The global energy markets are currently in a megatrend towards greener and sustainable energy solutions. Reducing energy-related CO2 emissions is at the heart of this transformation. Shifting the world away from the consumption of fossil fuels that cause climate change and towards cleaner, renewable forms of energy is key to the world reaching agreed climate goals. |
The Cadeler Group has a number of well-established competitors, including DEME Offshore, Jan de Nul (both Belgium-headquartered), Fred. Olsen (Norway-headquartered) and Van Oord (Netherlands-headquartered). In addition, there are a growing number of players with specialist vessels on order. Seaway7, Dominion Energy, Maersk and Havfram, for example, each have newbuild vessels either on order or currently under construction. These companies will directly compete (and in a number of cases are already directly competing) with the Cadeler Group in tenders for wind foundation and turbine installation projects.
30
C. Organizational structure
The following chart is a simplified presentation of the Cadeler Group’s organizational structure as of the date of this Annual Report on Form 20-F, identifying the Cadeler Group’s significant subsidiaries, their country of incorporation as well as the Cadeler Group’s direct or indirect ownership percentage.
D. Property, plants and equipment
Reference is made to Note 13 to the Consolidated Financial Statements, “Property, Plant and Equipment,” included in the Annual Report 2024, for information on property, plants and equipment.
Item 4A. Unresolved Staff Comments
None.
31
Item 5. Operating and Financial Review and Prospects
A. Operating results
Reference is made to the discussion of Cadeler’s results of operations and financial condition as of December 31, 2024 and 2023 and for the financial years ended December 31, 2024 and 2023 included in the section titled “Finance Review” on pages 14-25 of the Annual Report 2024, except that where references therein are made to EBITDA and Adjusted EBITDA they should be replaced by Adjusted EBITDA and Adjusted EBITDA excluding special items, respectively (see also “—Non-IFRS Financial Measures”).
Non-IFRS Financial Measures
To supplement its financial information presented in accordance with IFRS, the Cadeler Group uses certain non-IFRS metrics, including Adjusted EBITDA and Adjusted EBITDA excluding special items, when measuring performance, including when measuring current period results against prior periods. Because of its non-standardized definition, these non-IFRS measures (unlike IFRS measures) may not be comparable to the calculation of similar measures of other companies. These supplemental non-IFRS measures are presented solely to permit investors to more fully understand how the Cadeler Group management assesses underlying performance. These supplemental non-IFRS measures are not, and should not, be viewed as a substitute for IFRS measures. Management believes the presentation of these non-IFRS measures provides investors with greater transparency and supplemental data relating to the Cadeler Group’s financial condition and results of operations, and therefore a more complete understanding of factors affecting its business and Cadeler Group’s operating performance. In addition, management believes the presentation of these non-IFRS measures is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items such as asset sales, write-offs, contract termination costs or items outside of management’s control.
Adjusted EBITDA and Adjusted EBITDA excluding special items
The Cadeler Group uses earnings before interest, tax, finance income/costs and depreciation and amortization (“Adjusted EBITDA”) as a performance measure for financial performance.
The table below shows a reconciliation from profit for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA and Adjusted EBITDA excluding special items for the periods presented.
|
|
|
Year ended |
|
Year ended |
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
|
|
(EUR million) |
|
(EUR million) |
|
Profit for the period |
|
65.1 |
|
11.5 |
|
Income tax expense / (credit) |
|
2.4 |
|
— |
|
Finance income |
|
(5.2) |
|
(1.5) |
|
Finance costs |
|
7.2 |
|
4.5 |
|
Depreciation and amortization |
|
56.5 |
|
23.0 |
|
Impairment of property, plant and equipment |
|
— |
|
5.0 |
|
Adjusted EBITDA |
|
125.9 |
|
42.5 |
|
Adjusted to exclude transactional costs related to the Business Combination |
|
— |
|
7.7 |
|
Adjusted EBITDA excluding special items |
|
125.9 |
|
50.2 |
Reference is made to the discussion of Cadeler’s results of operations and financial condition as of December 31, 2023 and 2022 and for the financial years ended December 31, 2023 and 2022 included in the section titled “Operating Results” on pages 31-33 of Cadeler’s annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 26, 2024 (the “2023 Annual Report on Form 20-F”).
Reference is also made to the sections titled “Forward-looking statements” and Item 3.D. “Risk Factors” of this Annual Report on Form 20-F and to the section titled “Finance Review—Special Risks” on pages 22-24 of the Annual Report 2024. The analysis and discussion included in the Annual Report 2024 is primarily based on the Cadeler Group’s consolidated financial statements which are prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
32
Segment information
Reference is made to Note 3 to the Consolidated Financial Statements, “Revenue—Operating segments and geographical information,” in the Annual Report 2024.
Foreign currencies
Reference is made to Note 2 to the Consolidated Financial Statements, “Basis of Presentation and other significant accounting policies—Currency translation,” in the Annual Report 2024.
Governmental policies
Reference is made to the section titled “Regulatory,” on pages 28-32 of the Annual Report 2024 and Item 4 hereof.
Off-balance sheet arrangements
As of December 31, 2024, the Cadeler Group did not have any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on the Cadeler Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than those related to debt facilities not yet utilized and commitments related to the New Builds discussed elsewhere in this Annual Report on Form 20-F.
B. Liquidity and capital resources
Funding and liquidity
The Cadeler Group’s objective when managing capital is to ensure its ability to continue as a going concern and to maintain an optimal capital structure. In order to achieve this overall objective, the Cadeler Group’s capital management, among other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the relevant lender(s) to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest-bearing loans and borrowing as of December 31, 2024.
The Cadeler Group finances both its short-term and long-term liquidity requirements principally from its Green Corporate Facility. The Cadeler Group has headroom to comply with its debt covenants and, on December 31, 2024, had available liquidity of EUR 58 million from cash at hand and EUR 328 million from available committed facilities including the Green Corporate Facility and the Holdco Facility.
In order to maintain or adjust its capital structure in the future, the Cadeler Group may adjust the amount of dividends paid to shareholders (where it is permitted to do so pursuant to the terms of its credit facilities), issue new shares and/or sell assets to reduce debt. The Cadeler Group manages its liquidity risk by ensuring that it has sufficient cash and credit facilities to meet operational needs and new vessel instalments, as described below.
33
Financing arrangements
On November 15, 2023, Cadeler entered into a Facility Agreement for an unsecured term loan in an initial aggregate amount of EUR 50 million (for a 5 year tenor) with a noncommitted accordion option of up to EUR 50 million (the “Holdco Facility”) with The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”). On March 7, 2024, the Holdco Facility was increased from EUR 50 million to EUR 80 million. On August 26, 2024, the Cadeler Group further increased the capacity available to it under the Holdco Facility, with the lender commitments thereunder increased by EUR 45 million, bringing the total capacity available to the Cadeler Group thereunder to EUR 125 million. The proceeds of the Holdco Facility are to be used, amongst other purposes, for the partial funding of the wind installation activities of the Cadeler Group and for general corporate purposes. The Holdco Facility may not be reborrowed once repaid and contains customary financial and other covenants, including certain change of control provisions. A change of control will be deemed to have occurred under the Holdco Facility if (i) together, the interests of Andreas Sohmen-Pao, his immediate family and their respective heirs and successors, including trusts or similar arrangements of which they are individual or collective beneficiaries (the “Sohmen Family Trust”) and the BW Group cease to beneficially and legally hold (directly or indirectly) 17.5% or more of the issued share capital or voting rights of Cadeler; or (ii) any person other than the BW Group or Swire Pacific and its subsidiaries from time to time gains control of 25% or more of the issued share capital or voting rights of Cadeler; provided that in no case shall a change of control be deemed to have occurred if neither the BW Group nor the Sohmen Family Trust has divested any of the Cadeler Shares they held as of November 15, 2023. The Holdco Facility is governed by English law.
The Holdco Facility bears interest at three-month EURIBOR plus the applicable margin. As of December 31, 2024, the full amount of the funding available had been drawn under the Holdco Facility.
On December 7, 2023 Cadeler entered into a Facilities Agreement for Senior Secured Green Credit and Guarantee Facilities of up to EUR 550 million (the “Green Corporate Facility”) with a group of banks led by DNB and supported by Rabobank, Credit Agricole, Danske Bank, Oversea-Chinese Banking Corporation (“OCBC”), Standard Chartered Bank and Société Générale initially providing for (i) a revolving credit facility of up to EUR 250 million (with a 5 year tenor) (the “RCF-A Facility”), (ii) a revolving credit facility of up to EUR 100 million (with an 18 month tenor) (the “RCF-B Facility”), (iii) a term loan of up to EUR 100 million (with an 8.5 year tenor), guaranteed by The Danish Export and Investment Fund of Denmark (EIFO), and (iv) an uncommitted guarantee facility of up to EUR 100 million, available until 19 December 2028. The Green Corporate Facility was entered into for the purpose of refinancing certain existing facility agreements, obtaining financing for general corporate purposes and working capital requirements. Borrowings under each of the RCF-A Facility and the RCF-B Facility may be drawn and repaid at any time and may be reborrowed until the relevant facility terminates (at which time any balance must be repaid as a bullet repayment). Under the guarantee facility, Cadeler may request that the lender/issuing bank issue letters of credit as security for the contracts of employment for the Cadeler Group’s vessels. On August 6, 2024, the Cadeler Group achieved the extension of the RCF-B Facility to June 19, 2026 and the increase of the uncommitted guarantee line under the Green Corporate Facility from EUR 100 million to EUR 200 million. Total drawings under the Green Corporate Facility are limited to a maximum of EUR 450 million until the maturity of the RCF-B Facility and thereafter to a maximum of EUR 350 million for the remaining term of the Green Corporate Facility. The Green Corporate Facility is secured by guarantees from Wind Orca Limited, Wind Osprey Limited, Wind Scylla Limited and Seajacks 3 Japan LLC, first priority mortgages granted over the O-Class, S-Class and Z-Class Vessels, first priority assignments of the insurance policies and earnings of the O-Class, S-Class and Z-Class Vessels, and contains customary financial and other covenants including certain change of control provisions which are similar to those included in the P-Class Facility (as described below). The Green Corporate Facility is governed by English law.
The Green Corporate Facility bears interest at three-month EURIBOR plus the applicable margin, and subject to a green loan margin discount as long as the Cadeler Group is in compliance with certain green loan criteria defined in Cadeler’s Green Finance Framework. As of December 31, 2024, the Cadeler Group was in compliance with these green loan criteria and expects to remain compliant for the duration of the Green Corporate Facility. As of December 31, 2024, EUR 262 million had been drawn under the Green Corporate Facility.
34
On December 22, 2023, Cadeler and two of its subsidiaries, Wind N1064 Limited and Wind N1063 Limited, entered into a Sinosure-backed Green Term Loan Facility of up to EUR 425 million (with a 12 year tenor) (the “P-Class Facility”) with a group of banks led by DNB and supported by Rabobank, Santander, Credit Agricole, CIC, HSBC, KfW-IPEX, OCBC, Société Générale, Sparebank 1 SR-Bank and Standard Chartered Bank, to finance the purchase of the P-Class Vessels. The funds borrowed under the P-Class Facility may not be reborrowed once repaid. The P-Class Facility is secured by a guarantee from Cadeler, first priority mortgages over each of the P-Class Vessels, first priority assignments of the insurance policies and earnings of each of the P-Class Vessels, and contains customary financial and other covenants including certain change of control provisions. A change of control will be deemed to have occurred under the P-Class Facility if any person or group of persons acting in concert (other than Swire Pacific or the BW Group) become the legal and beneficial owner of more than 25% of Cadeler’s issued and outstanding share capital. In addition, a number of changes to the ownership structure further down in the Cadeler Group will trigger a change of control such as, among others, if either Wind N1063 Limited or Wind N1064 Limited ceases to be a wholly owned (direct or indirect) subsidiary of Cadeler. The P-Class Facility is governed by English law. In August 2024, the Company requested the utilization of EUR 210 million under the P-Class Facility to finance the final instalment for the delivery of the first P-Class Vessel in the same month, and in March 2025, the Company requested the utilization of EUR 211 million under the P-Class Facility to finance the final instalment for the second P-Class Vessel, which is expected to be delivered imminently.
In connection with the Business Combination, the Cadeler Group acquired a USD 436 million Senior Secured Green Term Loan Facility which Eneti had entered into in November 2023 with a group of international banks and export credit agencies co-arranged and co-underwritten by Crédit Agricole Corporate and Investment Bank and Société Générale, and with Société Générale as Green Loan Coordinator, to fund the purchase of the M-Class New Builds. On August 16, 2024, the Company successfully refinanced this facility, with Cadeler and certain of its subsidiaries including, amongst others, Wind Maker Limited (formerly Seajacks 1 Limited) and Wind Mover Limited (formerly Seajacks 4 Limited), entering into Facility Agreements (each with a 12 year tenor from the delivery of the relevant vessel) for an aggregate of up to EUR 420 million (the “M-Class Facilities”) with substantially the same group of international banks and export credit agencies. The terms of the M-Class Facilities are substantially identical to those of the P-Class Facility. In January 2025, the Company requested the utilization of EUR 212 million under the M-Class Facility to finance the final instalment for the delivery of the first M-Class Vessel in the same month.
On March 21, 2025, Cadeler and two of its subsidiaries, Wind Ally Limited and Wind Ace Limited, entered into a Sinosure-backed Green Term Loan Facility of up to EUR 575 million (with a 12 year tenor) (the “A-Class Facility”) with a group of banks led by DNB and supported by Credit Agricole, CIC, HSBC, KfW-IPEX, OCBC, Rabobank, Santander, Société Générale, Sparebank 1 SR-Bank and Standard Chartered Bank, to finance the purchase of the first two of the Cadeler Group’s three A-Class Vessels. The terms of the A-Class Facility are substantially identical to those of the P-Class Facility and the M-Class Facility, except that the effectiveness of the A-Class Facility is contingent upon the receipt by the lenders thereunder of written confirmation from Sinosure, prior to May 31, 2025, that each of the insurance policies to be issued by Sinosure in connection with such facility are approved for issuance. Sinosure has issued a letter indicating its intention to obtain such approval and the Cadeler Group’s management expects to receive the relevant written confirmation and to confirm the effectiveness of the A-Class Facility prior to May 31, 2025.
The following table sets forth the Cadeler Group’s financial debt as of the dates indicated:
|
|
|
December 31, |
||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
(EUR million) |
||||
|
Cash and cash equivalents |
|
58.5 |
|
96.6 |
|
19.0 |
|
Liquidity |
|
58.5 |
|
96.6 |
|
19.0 |
|
Current debt to credit institutions |
|
(31.2) |
|
(0.8) |
|
(0.8) |
|
Current financial indebtedness |
|
(31.2) |
|
(0.8) |
|
(0.8) |
|
Net current financial indebtedness |
|
27.3 |
|
95.8 |
|
18.2 |
|
Non-current debt to credit institutions |
|
(539.9) |
|
(204.8) |
|
(114.2) |
|
Non-current financial indebtedness |
|
(539.9) |
|
(204.8) |
|
(114.2) |
|
Net total financial indebtedness |
|
(512.6) |
|
(109.0) |
|
(96.0) |
35
The following table sets forth the Cadeler Group’s lease liabilities for the years indicated:
|
|
|
Year ended December 31, |
||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
(EUR million) |
||||
|
Lease liabilities at January 1 (current and non-current lease) |
|
1.0 |
|
0.3 |
|
0.5 |
|
Acquisition of businesses |
|
— |
|
1.3 |
|
— |
|
Movements during the year |
|
11.9 |
|
|
|
|
|
Cash paid for lease obligations |
|
(2.0) |
|
(0.6) |
|
(0.2) |
|
Lease liabilities at end of period (current and non-current lease) |
|
11.0 |
|
1.0 |
|
0.3 |
The following table sets forth the Cadeler Group’s debts to credit institutions as of the dates and for the years indicated:
|
|
|
As of and year ended December 31, |
||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
(EUR million) |
||||
|
Debt to credit institutions at January 1 |
|
(205.6) |
|
(115.0) |
|
(73.1) |
|
Overdraft facility drawn |
|
— |
|
— |
|
(16.1) |
|
Loans repayment |
|
10.6 |
|
115.0 |
|
65.0 |
|
Overdraft repayment |
|
— |
|
— |
|
25.1 |
|
New loan |
|
(385.2) |
|
(211.9) |
|
(115.0) |
|
New loan fees |
|
11.1 |
|
8.3 |
|
1.5 |
|
New loan interest |
|
(3.3) |
|
— |
|
— |
|
Non-cash interest |
|
1.4 |
|
|
|
|
|
Write off of loan fees |
|
— |
|
(1.9) |
|
(0.9) |
|
Others |
|
— |
|
— |
|
(1.5) |
|
Debt to credit institutions at end of period |
|
(571.0) |
|
(205.6) |
|
(115.0) |
Net working capital
The Cadeler Group assesses that, as of the date of this Annual Report on Form 20-F, its net working capital is adequate to meet its present financing requirements for at least 12 months following the date of this Annual Report on Form 20-F.
Cash flow analysis
The following table presents the primary components of the Cadeler Group’s cash flow for the years ended December 31, 2024, 2023 and 2022:
|
|
|
For the year ended |
||||
|
|
|
December 31, |
||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
(EUR million) |
||||
|
Net cash provided by operating activities |
|
93.1 |
|
63.4 |
|
29.0 |
|
Net cash (used in) investing activities |
|
(615.7) |
|
(54.7) |
|
(225.4) |
|
Net cash (used in)/provided by financing activities |
|
482.0 |
|
70.3 |
|
213.1 |
|
Net increase/(decrease) in cash and cash equivalents |
|
(40.7) |
|
78.9 |
|
16.7 |
|
Cash and cash equivalents at beginning of period |
|
96.6 |
|
19.0 |
|
2.3 |
|
Net foreign exchange difference |
|
2.5 |
|
(1.3) |
|
— |
|
Cash and cash equivalents at end of period |
|
58.5 |
|
96.6 |
|
19.0 |
Cash and cash equivalents at December 31, 2024 amounted to EUR 58.5 million compared to EUR 96.6 million at December 31, 2023, mainly driven by the net fluctuations of operating, investing and financing activities outlined below.
36
Cash and cash equivalents at December 31, 2023 amounted to EUR 96.6 million compared to EUR 19.0 million at December 31, 2022, mainly driven by the net fluctuations of operating, investing and financing activities outlined below.
Net cash provided by operating activities
For the year ended December 31, 2024, cash provided by operating activities was EUR 93.1 million, compared to EUR 63.4 million for the year ended December 31, 2023, mainly driven by increased operating profit and deferred revenue.
For the year ended December 31, 2023, cash provided by operating activities was EUR 63.4 million, compared to EUR 29.0 million for the year ended December 31, 2022, mainly driven by a decrease in in profits from higher costs and reduction of working capital compared to 2022.
Net cash used in investing activities
For the year ended December 31, 2024, cash used in investing activities was EUR 615.7 million, compared to EUR 54.7 million for the year ended December 31, 2023, mainly driven by large asset investments, including the final instalment of Wind Peak, crane upgrades and instalment payments for certain of the Group's vessels under construction.
For the year ended December 31, 2023, cash used in investing activities was EUR 54.7 million, compared to EUR 225.4 million for the year ended December 31, 2022, mainly driven by the absence of large asset investments. In 2023, the business combination with Eneti was completed via a share exchange and EUR 10 million net cash.
Net cash (used in)/provided by financing activities
For the year ended December 31, 2024, cash provided by financing activities was EUR 482.0 million, compared to cash provided by financing activities of EUR 70.3 million for the year ended December 31, 2023, mainly driven by the capital raised in the Group's February 2024 private placement of EUR 152 million (after transactional costs) and proceeds from borrowings of EUR 355 million (net of bank fees and repayments).
For the year ended December 31, 2023, cash provided by financing activities was EUR 70.3 million, compared to cash provided by financing activities of EUR 213.1 million for the year ended December 31, 2022, mainly driven by the nonrecurrence of the capital raised in 2022 and partially offset by the Holdco Facility for EUR 50 million from HSBC in 2023.
Financing Arrangements and Commitments
Capital expenditure
The Cadeler Group defines capital expenditure as investments in property, plant and equipment. The following table sets forth the Cadeler Group’s capital expenditure (not including any capitalized interest shown under interest paid in financing activities) for the years ended December 31, 2024, 2023 and 2022.
|
|
|
Year ended December 31, |
||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
(EUR million) |
||||
|
Additions to property, plant and equipment not including capitalized interest |
|
615.5 |
|
66.9 |
|
224.6 |
Capital expenditure (not including any capitalized interest shown under interest paid in financing activities) for the year ended December 31, 2024 increased to EUR 615.5 million from EUR 66.9 million in the year ended December 31, 2023, primarily due to large asset investment payments.
Capital expenditure (not including any capitalized interest shown under interest paid in financing activities) for the year ended December 31, 2023 decreased from EUR 224.6 million to EUR 66.9 million in the year ended December 31, 2022, primarily due to the absence of large asset investment payments.
37
The cost of the crane upgrades for Wind Orca and Wind Osprey amounted to a total of EUR 83.4 million, of which EUR 33.4 million was paid in 2024. There are no further amounts payable in respect of such crane upgrades.
The total contract value for the construction of the P-Class Vessels was approximately EUR 581 million, of which EUR 137 million was paid in 2021, EUR 14 million was paid in 2023, EUR 245 million was paid in 2024. Of the total contract value, USD 390 million is to be paid (or has been paid) in USD and EUR 220 million was paid in EUR. The remaining scheduled payments will fall due in 2025 upon delivery of the P-Class Vessels.
The total value of the contracts for the three A-Class New Builds is approximately EUR 1.1 billion. After down payments of an aggregate EUR 167 million in 2022 and EUR 94 million in 2024, the remaining amounts will be due in 2025, 2026 and 2027. Of the total contract value, USD 794 million is to be paid (or has been paid) in USD and EUR 299 million is to be paid (or has been paid) in EUR.
The total value of the contracts for the construction of the M-Class New Builds is approximately EUR 618 million, of which EUR 29.6 million, EUR 59.4 million, EUR 29.3 million and EUR 91.7 million were paid in 2021, 2022, 2023 and 2024, respectively, and EUR 222 million has been paid in 2025 to date. The remaining scheduled payments are due later in 2025.
Financial and other long-term contractual obligations
The following table analyses the maturity profile of the financial liabilities of the Cadeler Group based on contractual undiscounted cash flows.
|
|
|
|
|
Between 1 |
|
Between 2 |
|
|
|
|
|
Less 1 |
|
and 2 |
|
and 5 |
|
|
|
|
|
year |
|
years |
|
years |
|
Total |
|
|
|
(EUR million) |
||||||
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
43.6 |
|
— |
|
— |
|
43.6 |
|
Payables to Related parties |
|
0.2 |
|
— |
|
— |
|
0.2 |
|
Lease liabilities |
|
1.3 |
|
2.3 |
|
7.4 |
|
11.0 |
|
Debt to credit institutions |
|
31.2 |
|
54.3 |
|
485.5 |
|
571.0 |
|
Derivative liabilities |
|
0.2 |
|
— |
|
16.2 |
|
16.4 |
|
Total |
|
76.5 |
|
56.7 |
|
509.1 |
|
642.2 |
|
December 31, 2023 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
32.6 |
|
— |
|
— |
|
32.6 |
|
Payables to Related parties |
|
0.2 |
|
— |
|
— |
|
0.2 |
|
Lease liabilities |
|
0.6 |
|
0.4 |
|
— |
|
1.0 |
|
Debt to credit institutions |
|
0.8 |
|
— |
|
204.8 |
|
205.6 |
|
Derivative liabilities |
|
4.0 |
|
5.7 |
|
12.3 |
|
22.0 |
|
Total |
|
38.2 |
|
6.1 |
|
217.0 |
|
261.3 |
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
8.8 |
|
— |
|
— |
|
8.8 |
|
Payables to Related parties |
|
0.1 |
|
— |
|
— |
|
0.1 |
|
Lease liabilities |
|
0.3 |
|
— |
|
— |
|
0.3 |
|
Debt to credit institutions |
|
0.8 |
|
— |
|
114.2 |
|
115.0 |
|
Derivative liabilities |
|
— |
|
1.8 |
|
0.3 |
|
2.1 |
|
Total |
|
10.0 |
|
1.8 |
|
114.5 |
|
126.3 |
Off-balance sheet arrangements
As of December 31, 2024, the Cadeler Group did not have any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on the Cadeler Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than debt facilities not yet utilized and commitments related to the New Builds discussed elsewhere in this Annual Report on Form 20-F.
38
Commercial commitments and contingent liabilities
On June 30, 2021, the Cadeler Group entered into a contract with COSCO to build two new P-Class wind farm installation vessels (one of which had been delivered as of December 31, 2024, and the other of which has subsequently been delivered). On May 9, 2022, the Cadeler Group entered into a further contract with COSCO to build one new A-Class wind farm installation vessel; on November 22, 2022, the Cadeler Group exercised an option under the May 9, 2022 contract to enter into a further contract with COSCO to build a second new A-Class wind farm installation vessel; and on May 22, 2024, the Cadeler Group exercised an additional option under the May 9, 2022 contract to enter into a further contract with COSCO to build a third new A-Class wind farm installation vessel. The Cadeler Group, due to the Business Combination, has also inherited two contracts with Hanwha for the construction of the two M-Class New Builds. The total contract sum for the two P-Class vessels, the three A-Class New Builds and the two M-Class New Builds amounted to approximately EUR 2.3 billion, of which EUR 166.9 million was paid in 2021, EUR 227.0 million was paid in 2022, EUR 43 million was paid in 2023, EUR 430.4 million was paid in 2024 and EUR 237.5 million has been paid in 2025 to date. The aggregate capital expenditures estimated to be required in connection with the remaining New Builds are approximately EUR 1,395 million, of which EUR 237.5 million has been paid as of March 25, 2025. The remaining scheduled payments will fall due during the period from 2025 to 2027.
BW Group provided COSCO with a total of five guarantees in respect of the sums payable by Cadeler in accordance with the contracts for the construction of the P-Class New Builds and the A-Class New Builds, four of which were outstanding as of December 31, 2024. See Note 28 to the Consolidated Financial Statements, “Commitments and Pledges,” in the Annual Report 2024 for further information.
Financial Risk Management
The Cadeler Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. Financial risk management within the Cadeler Group is the responsibility of the Cadeler Group’s management and overseen by the Cadeler Board and Audit Committee. The fair value of the Cadeler Group’s financial assets and liabilities as of December 31, 2024 does not deviate materially from the carrying amounts as of December 31, 2023.
Quantitative and Qualitative Disclosures about Market Risk
(a) Currency risk
The Cadeler Group prepares its financial statements in EUR, which is also the functional currency of the Cadeler Group. The Cadeler Group’s business is exposed to DKK, NOK, British pound sterling (“GBP”) and USD as certain operating expenses are denominated in these currencies. The Cadeler Group will look to use financial instruments to reduce currency risk when there is significant liability or income in a non-EUR, DKK or USD denominated currency and there is a cost-effective solution. As a policy, the Cadeler Group seeks to hedge 50% of its currency risk exposure.
The largest currency risk exposure of the Cadeler Group is the future instalments for the M-Class New Build and the A-Class New Builds that are denominated in USD (an aggregate of USD 1,112.0 million as of March 25, 2025). See Note 24 to the Consolidated Financial Statements, “Derivative Financial Instruments,” in the Annual Report 2024 with regards to the current instruments used to mitigate this currency risk. The Cadeler Group’s management and the Cadeler Board will evaluate the potential cost and benefits of currency risk exposure on an ongoing basis.
The Cadeler Group holds cash balances in USD. If the USD:EUR exchange rate deteriorated by 10%, the Cadeler Group’s profits before tax would have decreased by EUR 1.8 million based on the Cadeler Group’s USD cash holdings as of December 31, 2024.
The Cadeler Group holds cash balances in GBP. If the GBP:EUR exchange rate deteriorated by 10% the Cadeler Group’s profits before tax would have decreased by EUR 0.7 million based on the Cadeler Group’s GBP cash holdings as at December 31, 2024.
As the DKK is pegged to the EUR, no material currency risk has been identified against the DKK even though the Cadeler Group has costs denominated in DKK. As of December 31, 2024, the Cadeler Group did not have any material NOK cash holdings.
39
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Cadeler Group’s current exposure to the risk of changes in market interest rates relates primarily to its Credit Facilities. See Note 24 to the Consolidated Financial Statements, “Derivative Financial Instruments,” in the Annual Report 2024 for a description of the current instruments used to mitigate this risk. As a policy, the Cadeler Group seeks to hedge 50% of its interest rate risk exposure.
The interest rate payable under each of the Credit Facilities is based on the 3-month EURIBOR interest rate plus the margin applicable under the relevant facility. The EURIBOR interest rate has a floor of zero basis points and was 2.9% and 3.9% at December 31, 2024 and 2023.
If the EURIBOR interest rate increased 100 basis points over the floor of zero basis points, and each of the Credit Facilities had been drawn in full throughout the last twelve months to the end of December 2024, the cost to the Cadeler Group would have increased by EUR 5.9 million (EUR 2.1 million in 2023). A portion of this variation could potentially have qualified as capitalizable borrowing costs, which would have reduced the impact on the Cadeler Group’s profits before tax.
If the EURIBOR interest rate had decreased, the Cadeler Group’s profits before tax would not have changed due to the capitalization of borrowing costs.
The Cadeler Group’s management and the Cadeler Board will evaluate the potential cost and benefits of fixed interested rate borrowings on an ongoing basis.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Cadeler Group. When dealing with banks and financial institutions, the Cadeler Group mitigates its credit risk by transacting only with counterparties who are rated “A” and above by independent rating agencies.
With respect to its customers, the Cadeler Group has adopted a practice of dealing only with customers of appropriate credit history and standing, and obtaining sufficient security, where appropriate, to mitigate identified credit risk. The Cadeler Group adopts stringent procedures on extending credit terms to customers and on the monitoring of credit risk. These credit terms are normally contractual and the Cadeler Group’s credit policies explicitly set forth guidelines on extending credit to customers, including procedures for monitoring the process of engaging with new customers and using industry best practices as a reference in setting credit terms. This includes an assessment and valuation of customers’ credit reliability and periodic review of their financial status to determine the appropriate credit limits to be granted. Customers are also assessed based on their historical payment records. Where necessary, customers may also be requested to provide security or advance payment before services are rendered.
Related party credit risk is managed by the Cadeler Group’s management and overseen by the Cadeler Board and Audit Committee.
The maximum exposure to credit risk is the carrying amount of trade receivables and other receivables, receivables from group entities and cash and cash equivalents presented on the balance sheet.
Impairment of financial assets
The Cadeler Group assesses on a forward-looking basis the expected credit losses associated with its financial assets which are trade and other receivables, cash and cash equivalents and contract assets. Financial assets are written off when there is no reasonable expectation of recovery, such as a non-related debtor failing to engage in a repayment plan with the Cadeler Group.
Where receivables have been written off, the Cadeler Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
40
The Cadeler Group has applied the simplified credit loss approach by using a provision matrix to measure the lifetime expected credit losses for trade receivables from customers. To measure the expected credit losses, the Cadeler Group grouped receivables based on shared credit characteristics and days past due.
Trade receivables from external customers that are neither past due nor impaired are with creditworthy companies. Based on the provision matrix, the trade receivables from external customers are subject to immaterial credit loss. For an analysis of expected credit loss on trade receivables and contract assets, please refer to Note 16 to the Consolidated Financial Statements, “Trade and Other Receivables,” in the Annual Report 2024.
For cash and cash equivalents and other receivables that are measured at amortized cost, the Cadeler Group considers these financial assets as low credit risk. Cash and cash equivalents are mainly deposits with banks who have high credit ratings as determined by international credit rating agencies. As of December 31, 2024, cash and cash equivalents and other receivables are subject to immaterial credit loss.
There was no credit loss allowance for other financial assets at amortized cost as of December 31, 2024, December 31, 2023 and December 31, 2022.
Liquidity risk
The Cadeler Group manages its liquidity risk by maintaining sufficient cash and available funding through committed credit facilities to enable it to meet its operational requirements and to meet its obligation to make instalment payments towards the delivery of its New Builds.
For further information on the Cadeler Group’s liquidity risk, please see “—Funding and liquidity—Financing arrangements”.
The following maturity table shows the contractual obligations for the construction of the P-Class, M-Class and A-Class vessels as of the dates indicated:
|
|
|
Less than 1 |
|
Between 1 |
|
Between 2 |
|
|
|
year |
|
and 2 years |
|
and 5 years |
|
As of December 31, 2024 |
|
|
|
|
|
|
|
Obligation in USD millions |
|
651 |
|
496 |
|
195 |
|
Obligation in USD (in EUR) millions |
|
626 |
|
476 |
|
188 |
|
|
|
|
|
|
|
|
|
Obligation in EUR millions |
|
65 |
|
40 |
|
— |
|
Total obligations (in EUR) |
|
691 |
|
516 |
|
188 |
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
|
|
|
|
|
|
|
Obligation in USD millions |
|
328 |
|
832 |
|
180 |
|
Obligation in USD (in EUR) millions |
|
296 |
|
751 |
|
163 |
|
|
|
|
|
|
|
|
|
Obligation in EUR millions |
|
69 |
|
99 |
|
6 |
|
Total obligations (in EUR) |
|
365 |
|
850 |
|
169 |
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
|
Obligation in USD millions |
|
— |
|
197 |
|
619 |
|
Obligation in USD (in EUR) millions |
|
— |
|
187 |
|
588 |
|
|
|
|
|
|
|
|
|
Obligation in EUR millions |
|
13 |
|
69 |
|
105 |
|
Total obligations (in EUR) |
|
13 |
|
256 |
|
693 |
For further information regarding interest-bearing loans and borrowings please refer to Note 23 to the Consolidated Financial Statements, “Financial Risk Management,” in the Annual Report 2024.
41
Fair value measurement
The Cadeler Group measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date.
The principal or the most advantageous market must be accessible by the Cadeler Group. The fair value of an asset or a liability is measured using the assumptions that market participants would be expected to use when pricing the asset or liability, assuming that market participants act in their economic best interest.
In measuring the fair value of unlisted derivative financial instruments and other financial instruments for which there is no active market, fair value is determined using generally accepted valuation techniques. Market-based parameters such as market-based yield curves and forward exchange prices are used for the valuation.
The Cadeler Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Financial instruments for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as following:
Level 1 : The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Cadeler Group is the current bid price. These instruments are included in level 1.
Level 2 : The fair value of financial instruments that are not traded in an active market (e.g., over-the-counter derivatives) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. Valuation techniques applied are primarily based on marked-based inputs of the instruments. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 : If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The following table shows the fair value measurement hierarchy of the Cadeler Group’s assets and liabilities as of the dates indicated:
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
(EUR million) |
||||||
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives assets |
|
— |
|
— |
|
— |
|
— |
|
Total financial assets at fair value through the income statement |
|
— |
|
— |
|
— |
|
— |
|
Derivatives liabilities |
|
— |
|
— |
|
— |
|
— |
|
Total financial liabilities at fair value through the income statement |
|
— |
|
— |
|
— |
|
— |
|
Cash flow hedges |
|
|
|
|
|
|
|
|
|
Derivatives assets |
|
— |
|
13.1 |
|
— |
|
13.1 |
|
Cash flow hedges |
|
|
|
|
|
|
|
|
|
Derivatives liabilities |
|
— |
|
(16.2) |
|
— |
|
(16.2) |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives assets |
|
— |
|
— |
|
— |
|
— |
|
Total financial assets at fair value through the income statement |
|
— |
|
— |
|
— |
|
— |
|
Derivatives liabilities |
|
— |
|
(0.4) |
|
— |
|
(0.4) |
|
Total financial liabilities at fair value through the income statement |
|
— |
|
(0.4) |
|
— |
|
(0.4) |
|
Cash flow hedges |
|
|
|
|
|
|
|
|
|
Derivatives assets |
|
— |
|
0.3 |
|
— |
|
0.3 |
|
Cash flow hedges |
|
|
|
|
|
|
|
|
|
Derivatives liabilities |
|
— |
|
(17.9) |
|
— |
|
(17.9) |
42
Derivative financial instruments
(a) Hedge accounting generally
The Cadeler Group uses forward exchange contracts and interest rate swap contracts to hedge currency risks and interest rate risks regarding highly probable future cash flows and designates them as cash flow hedges subject to meeting the criteria for the application of cash flow hedging.
Hedging ratios are determined as the notional value of the instrument divided by the notional value of the hedged item. The Cadeler Group seeks to establish hedge relationships with a hedging ratio of 1:1. This is generally possible either by designating only a portion of the notional value of the underlying instrument as a hedge instrument or by maintaining the hedge notional value such that it is equal to or lower than that of the hedge item. The principle driver for the ineffectiveness of certain of the Cadeler Group’s hedging instruments arises from changes to the timing of the delivery of the New Build vessels. The delivery of the vessels will expose the Cadeler Group to several market risks, including currency risks and interest rate risks. The fair value reserve of the derivatives used as hedging instruments is recognized in other comprehensive income until the hedged items are realized. The table below shows the movement in the reserves for cash flow hedges, listed by the hedged risk.
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
(EUR million) |
||||
|
Fair value change of cash flow hedges |
|
|
|
|
|
|
|
Cumulative fair value change at January 1 |
|
(21.6) |
|
1.3 |
|
— |
|
Fair value adjustment at year-end, net |
|
14.6 |
|
(19.3) |
|
1.3 |
|
Time value adjustment at year-end, net |
|
8.8 |
|
(3.6) |
|
— |
|
Cumulative fair value change at December 31 |
|
1.8 |
|
(21.6) |
|
1.3 |
|
|
|
|
|
|
|
|
|
The fair value of cash flow hedges at December 31 can be specified as follows: |
|
|
|
|
|
|
|
Interest rate risk hedging |
|
(14.9) |
|
(11.8) |
|
3.2 |
|
Foreign currency risk hedging |
|
11.6 |
|
(6.1) |
|
(1.8) |
|
Foreign currency risk hedging – time value |
|
5.1 |
|
(3.6) |
|
— |
|
Cumulative fair value change at December 31 |
|
1.8 |
|
(21.6) |
|
1.3 |
(b) Interest rate risk
The Cadeler Group’s current exposure to the risk of changes in market interest rates relates primarily to its Credit Facilities.
As a policy, the Cadeler Group seeks to hedge 50% of its interest rate exposure. Where the Cadeler Group enters into interest rate hedges, it seeks to match critical terms between the hedged item and the relevant hedge instrument. When it enters into a hedging transaction, the Cadeler Group assesses terms related to instalments on the facilities, the payment date for interest payments, and other instalment and timing differences in the maturity of the hedge item and the relevant hedge instrument. The principal expected causes of hedging ineffectiveness relate to changes to the expected date of delivery of the New Build vessels and the possibility of the 3-month EURIBOR rate falling below 0%.
The below table shows the profile of the nominal amount of the interest rate swaps and the fair values.
|
|
|
Less than 1 |
|
Between 1 |
|
Between 2 |
|
More than |
|
Fair Value |
||
|
|
|
year |
|
and 2 years |
|
and 5 years |
|
5 years |
|
Asset |
|
Liability |
|
|
|
(Notional amount million) |
||||||||||
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate Swap – EURIBOR 3M |
|
— |
|
— |
|
355.1 |
|
455.6 |
|
1.3 |
|
(16.2) |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate Swap – EURIBOR 3M |
|
— |
|
— |
|
555.0 |
|
— |
|
— |
|
(11.8) |
43
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
(EUR million) |
||||
|
Movements in the hedging reserve |
|
|
|
|
|
|
|
Cumulative fair value change at January 1 |
|
(11.8) |
|
3.2 |
|
— |
|
Fair value adjustment for the year |
|
(3.3) |
|
(14.2) |
|
2.7 |
|
Transferred to Financial expenses |
|
0.1 |
|
(0.8) |
|
0.4 |
|
December 31 |
|
(14.9) |
|
(11.8) |
|
3.2 |
(c) Foreign currency risk hedging
The largest currency risk exposure of the Cadeler Group is the future instalments for the M-Class New Build and the A-Class New Builds that are denominated in USD (an aggregate of USD 1,112.0 million as of March 25, 2025).
Where the Cadeler Group enters into foreign currency hedges, it seeks to match critical terms between the hedged item and the relevant hedge instrument. When it enters into a hedging transaction, the Cadeler Group assesses terms related to the payment date of the instalment to be paid in a foreign currency and the maturity of the hedged item and the relevant hedge instrument. The principal expected causes of hedging ineffectiveness relate to changes to the expected date of delivery of the New Build vessels. The below table shows the profile of the nominal amount of the interest rate swaps and the fair values.
|
|
|
Less than 1 |
|
Between 1 |
|
Between 2 |
|
Fair Value |
||
|
|
|
year |
|
and 2 years |
|
and 5 years |
|
Asset |
|
Liability |
|
|
|
(Notional amount USD million) |
|
(EUR million) |
||||||
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
FX forward contracts – U.S. dollar |
|
104.5 |
|
55.4 |
|
— |
|
6.8 |
|
— |
|
FX Option collars – U.S. dollar |
|
300.0 |
|
100.0 |
|
— |
|
10.1 |
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
FX forward contracts – U.S. dollar |
|
150.0 |
|
50.0 |
|
— |
|
— |
|
(5.3) |
|
FX Option collars – U.S. dollar |
|
— |
|
250.0 |
|
50.0 |
|
— |
|
(4.4) |
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
(EUR million) |
||
|
Movements in the hedging reserve |
|
|
|
|
|
|
|
January 1 |
|
(9.8) |
|
(1.8) |
|
— |
|
Fair value adjustment for the year – FX forward contracts |
|
12.2 |
|
(3.5) |
|
(1.8) |
|
Fair value adjustment for the year – FX Option collars |
|
5.6 |
|
(0.8) |
|
— |
|
Time value adjustment for the year |
|
8.8 |
|
(3.6) |
|
— |
|
December 31 |
|
16.7 |
|
(9.7) |
|
(1.8) |
General Accounting Policies and Significant Accounting Estimates
For information on the Cadeler Group’s general accounting policies and significant accounting estimates and judgments, see Note 2 to the Consolidated Financial Statements, “Basis of Presentation and other significant accounting policies,” in the Annual Report 2024.
C. Research and development, patents and licenses, etc.
Reference is made to the section titled “Finance Review—Research and development activities” at page 22 of the Annual Report 2024 for research and development activities.
D. Trend information
Reference is made to the section titled “2025 Outlook” on page 26 of the Annual Report 2024, except that where references are made to EBITDA they should be replaced by Adjusted EBITDA (see also Item 5.A “Operating Results—Non-IFRS Financial Measures” of this Annual Report on Form 20-F).
44
E. Critical accounting estimates
Reference is made to Note 2 to the Consolidated Financial Statements, “Basis of Presentation and other significant accounting policies,” in the Annual Report 2024.
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
Reference is made to the section titled “Corporate Governance” on pages 35-38 of the Annual Report 2024 for the names, qualifications, principal positions held outside of Cadeler, and date of birth for the members of the Cadeler Board and the members of Cadeler’s executive management, respectively.
B. Compensation
For compensation data in respect of the members of the Cadeler Board, reference is made to the section titled “Board of Directors” on pages 5-6 of the Remuneration Report 2024.
For compensation data in respect of the members of the Company’s executive management, reference is made to the section titled “Executive Management” on pages 7-10 of the Remuneration Report 2024.
C. Board practices
Reference is made to the section titled “Corporate Governance” on pages 33-34 of the Annual Report 2024 for a description of the Cadeler Board and its committees, as well as the year of election and current term of each member of the Cadeler Board. Reference is made to page 38 of the Annual Report 2024 for the year of appointment of each member of Cadeler’s executive management.
Directors’ service contracts
Mikkel Gleerup and Peter Brogaard Hansen, as the Chief Executive Officer and the Chief Financial Officer of Cadeler, respectively, are, under their respective service contracts, entitled to a notice period of 12 months if their employment is terminated by Cadeler. Subject to certain conditions, Cadeler may terminate the employment of the Chief Executive Officer and the Chief Financial Officer upon one month’s notice in the case of long-term illness. Each of the Chief Executive Officer and the Chief Financial Officer may terminate their respective employment upon six months’ notice. Neither the Chief Executive Officer nor the Chief Financial Officer is entitled to severance pay, except in accordance with the Danish Salaried Employees Act.
Under their respective service contracts, the Chief Executive Officer and the Chief Financial Officer are subject to noncompetition clauses for a period of six months after their respective employment has ended. During the restricted period, each of the Chief Executive Officer and the Chief Financial Officer are entitled to compensation corresponding to 40% of their remuneration at the time their respective employment ended. Such compensation will be reduced if the Chief Executive Officer or the Chief Financial Officer, respectively, commences an independent business or obtains new employment during the relevant restricted period.
D. Employees
Reference is made to Note 6 to the Consolidated Financial Statements, “Employee Compensation,” in the Annual Report 2024 regarding the average number of full-time employees and the total number of full-time employees in Cadeler at year-end for the years 2022–2024, as well as a breakdown of onshore and offshore employees.
The Cadeler Group’s executive management believes that the Company enjoys a good relationship with its employees in general and with the labor unions relevant to certain of Cadeler’s offshore employees. See also Item 3.D. “Risk Factors—Risks Related to the Cadeler Group’s Business—Labor disruptions could materially adversely affect the Cadeler Group’s business and operations.”
45
E. Share ownership
The following table presents information regarding the total amount of Cadeler Shares directly or indirectly owned by members of the Cadeler Board and Cadeler’s senior management as of March 20, 2025 (excluding shares underlying incentive programs):
|
Name of shareholder |
|
Number of shares |
|
% (1) |
|
|
Cadeler Board |
|
|
|
|
|
|
Andreas Sohmen-Pao (2) |
|
70,014,729 |
|
19.95 |
% |
|
Emanuele Lauro (3) |
|
* |
|
* |
|
|
Andrea Abt |
|
— |
|
— |
|
|
Ditlev Wedell-Wedellsborg |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
James B. Nish |
|
* |
|
* |
|
|
Collete Cohen |
|
— |
|
— |
|
|
Thomas Tune Andersen |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Executive management |
|
|
|
|
|
|
Mikkel Gleerup |
|
* |
|
* |
|
|
Peter Brogaard Hansen |
|
— |
|
— |
|
|
* |
Denotes a shareholding of less than 1%. |
| (1) | Calculated based on the holding of shares and votes disclosed in connection with the most recent major shareholders notification, which may have changed since such date. |
| (2) | Includes shares held by BW Altor. BW Altor is ultimately controlled by Andreas Sohmen-Pao who is also the Chair of the Cadeler Board. |
| (3) | Excludes shares held by Scorpio Holdings. Emanuele Lauro, Vice Chair of the Cadeler Board, is a director, Chief Executive Officer, and 10% stockholder of Scorpio Holdings Limited. See Item 7.A. “Major Shareholders.” |
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
None.
Item 7. Major Shareholders and Related Party Transactions
A. Major shareholders
As of the date of this Annual Report on Form 20-F, the issued share capital of Cadeler consisted of 350,957,583 ordinary shares, of which 83,145 were held in treasury.
There is no complete record of all holders of Cadeler Shares and therefore it is not possible to give an accurate breakdown of the geographical distribution of Cadeler’s share capital or of the number of shareholders by country of residence. Additionally, certain of the Cadeler Shares are held by brokers or other nominees and, as a result, the number of holders of record is not representative of the number of beneficial holders or of the residence of such beneficial holders. However, JPMorgan Chase Bank, N.A., our ADS Depositary, has informed us that as of March 20, 2025 the total number of ADRs outstanding was 7,951,319, representing approximately 9.06% of the Cadeler Group’s issued and outstanding share capital at that date. All of the Cadeler ADSs are held of record by the Depositary. For more information regarding our ADSs, see Item 12.D. below.
46
Set forth below is information as of March 20, 2025 with respect to any shareholder who is known to Cadeler to be the beneficial owner of 5% or more of Cadeler’s share capital or voting rights:
|
Name of major Cadeler Shareholder |
|
Number of shares |
|
% |
|
|
BW Altor Pte. Ltd. (1) |
|
70,014,729 |
|
19.95 |
% |
|
Scorpio Holdings Limited (2) |
|
42,427,183 |
|
12.09 |
% |
|
Folketrygdfondet |
|
18,980,201 |
|
5.41 |
% |
| (1) | BW Altor is ultimately controlled by Andreas Sohmen-Pao who is also the Chair of the Cadeler Board. |
| (2) | Emanuele Lauro, Vice Chair of the Cadeler Board, is a director, Chief Executive Officer, and 10% stockholder of Scorpio Holdings Limited. |
As part of BW Altor becoming a lead investor in Cadeler’s initial public offering in November 2020, Swire Pacific Limited and BW Altor entered into a memorandum of understanding on November 4, 2020, as amended, pursuant to which BW Altor, subject to certain terms and conditions, was granted a right of first refusal to purchase a number of Cadeler Shares held by Swire Pacific Limited should it wish to sell such Cadeler Shares. However, the right of first refusal does not apply in the event that Swire Pacific Limited accepts an offer from a third party for all Cadeler Shares. On June 6, 2024, Swire Pacific Limited sold 12,353,125 Cadeler Shares (equivalent to 3.5% of Cadeler’s then-outstanding share capital) to third party institutional investors and, as a result of such transaction, holds less than 5% of Cadeler’s total share capital and voting rights.
As a result of the Business Combination and the subsequent private placement, there have been significant changes in the percentage ownership held by Cadeler’s major shareholders. For a discussion of the major shareholdings in Cadeler prior to the Business Combination, reference is made to the section titled “Beneficial Ownership of Cadeler Securities” on pages 215-216 of the prospectus filed by Cadeler with the SEC on November 7, 2023 (the “Prospectus”).
Cadeler has only one share class. As a result, none of the above major shareholders hold voting rights which are different from those held by other Cadeler Shareholders and there are no Cadeler Shares that carry special rights relating to the control of Cadeler. All Cadeler Shares carry one vote per nominal value of DKK 1.00.
To the knowledge of Cadeler’s management: Cadeler is not directly or indirectly owned or controlled by (a) another corporation or (b) any foreign government. Cadeler’s management is not aware of Cadeler being owned or controlled, directly or indirectly, by any third party, or of any agreements that could later result in any third party taking over control of Cadeler. To the knowledge of Cadeler’s management, Cadeler has no controlling shareholder.
B. Related party transactions
For information on related party transactions, reference is made to Note 27 to the Consolidated Financial Statements, “Related Party Transactions,” in the Annual Report 2024.
C. Interests of experts and counsel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
The Consolidated Financial Statements and Notes to the Consolidated Financial Statements on pages 142-224 of the Annual Report 2024 are incorporated herein by reference. See also Item 18 “Financial Statements.”
In accordance with Rule 405(a)(3) under Regulation S-T, this information (including tabular data) is reproduced under this Item tagged with Inline XBRL formatting, at the end of this Annual Report on Form 20-F.
47
Legal proceedings
The Cadeler Group is not aware of any governmental, legal or arbitration proceedings, including any such proceedings which are pending or threatened, that may have had in the recent past, or may have in the future, a significant effect on Cadeler or the Cadeler Group’s financial position or profitability.
Dividends
Cadeler has never paid any cash dividends on its shares. In addition, Cadeler's credit facilities contain covenants restricting the payments of dividends. The Cadeler Board currently intends to retain earnings to support operations and to finance the growth and development of Cadeler’s business. Any future determination related to Cadeler’s dividend policy will be made by and at the discretion of the Cadeler Board.
Item 9. The Offer and Listing
A. Offer and listing details
The Cadeler Shares are listed on the OSE and traded under the symbol “ CADLR. ” The Cadeler ADSs are listed on the NYSE and traded under the symbol “CDLR.” See Exhibit 2.2 to this Annual Report on Form 20-F for a description of the Cadeler Shares.
B. Plan of distribution
Not applicable.
C. Markets
Reference is made to Item 9.A. hereof.
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
Item 10. Additional Information
A. Share capital
Not applicable.
B. Memorandum and articles of association
Reference is made to the section titled “Description of Cadeler Shares and Articles of Association,” on pages 12-20 of the registration statement on Form F-3ASR (File no. 333-283947) filed with the SEC by Cadeler on December 20, 2024.
See also Exhibit 2.2 to this Annual Report on Form 20-F for a summary of certain material provisions of Cadeler’s Articles of Association, certain other constitutive documents and relevant Danish corporate law. See Exhibit 1.1 to this Annual Report on Form 20-F for Cadeler’s Articles of Association.
48
C. Material contracts
Reference is made to the sections titled “Business Combination Agreement” and “Other Transaction Agreements,” on pages 110-134 of the Prospectus. Reference is also made to the section titled “Finance Review—The newbuilds (currently under construction)” on pages 16-20 of the Annual Report 2024. See also Item 5.B. “Liquidity and Capital Resources—Financing Arrangements” of this Annual Report on Form 20-F.
D. Exchange controls
Other than the Danish rules on screening of certain foreign direct investments (“FDI”), etc. in Denmark (the “Danish FDI Rules”) and applicable international trade and financial sanctions as outlined below, (i) there are no governmental laws, decrees, or regulations in Denmark (including, but not limited to, foreign exchange controls) that restrict the export or import of capital, or that affect the remittance of dividends, interest or other payments to nonresident holders of the Cadeler Shares or the Cadeler ADSs, and (ii) there are no limitations on the right of non-resident or foreign owners to hold or vote the Cadeler Shares or the Cadeler ADSs imposed by the laws of Denmark or the Articles of Association of the Company.
Under the Danish FDI Rules, a screening mechanism applies to foreign direct investments in certain sensitive sectors, if the foreign investor obtains at least 10% ownership or voting rights, or equivalent control by other means. Among such sensitive sectors are companies and entities within critical technology with activities comprised by technologies for industrial energy storage, energy conversion and critical infrastructure in Denmark with activities comprised by energy transport or electricity production, electricity storage capacity as well as transportation and supply of electricity that are necessary to restore or maintain the energy functions that are important for the society. If a contemplated foreign direct investment in Cadeler is considered to fall within the scope of the mandatory screening mechanism, the foreign investor is required to apply for prior authorization with the Danish Business Authority. FDI filings, notifications or approvals may under certain circumstances also be required in non-Danish jurisdictions.
If a foreign investor fails to comply with the Danish FDI Rules, the Danish Business Authority may impose restrictions, inter alia, ordering to reverse the investment or to suspend the foreign investor’s voting rights.
International trade and financial sanctions are continually evolving. If applicable, such international trade and financial sanctions may under certain circumstances prevent the possibility of export and import of capital, and affect the remittance of dividends, interests and other payments to the non-resident holders of the Cadeler Shares or the Cadeler ADSs. In addition, international trade and financial sanctions may also restrict the right of non-resident or foreign owners to acquire, transfer, hold or vote the Cadeler Shares and Cadeler ADSs. Failure to comply with international trade and financial sanctions can lead to criminal and civil liability.
E. Taxation
Danish taxation
The following summary outlines certain Danish tax consequences to U.S. Holders (as defined below):
Withholding tax
Generally, Danish withholding tax is deducted from dividend payments to U.S. Holders at a 27% rate, the rate generally applicable to non-residents in Denmark without regard to eligibility for a reduced treaty rate. Under the Current Convention between the Government of the United States of America and the Government of the Kingdom of Denmark for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Current Convention”), the maximum rate of Danish tax that may be imposed on a dividend paid to a U.S. Holder that does not have a “permanent establishment” (as defined therein) in Denmark to which the Cadeler ADSs are allocated for tax purposes is generally 15% and, for certain pension funds, 0% (each, the “Treaty Rate”). U.S. Holders eligible for the Treaty Rate may apply to the Danish tax authorities to obtain a refund to the extent that the amount withheld reflects a rate in excess of the Treaty Rate (any such amount, the “Excess Withholding Tax”).
Any U.S. Holders of Cadeler ADSs wishing to apply for a refund of Excess Withholding Tax will have to provide a Danish Claim for Refund of Danish Dividend Tax (at https://udbytterefusion.skat.dk/SelfService/submission/submit/SKATRefusion), a properly completed U.S. Internal Revenue Service Form 6166 and additional documentation including: proof of dividend received; proof of ownership of the Cadeler ADSs and eligibility for the dividend received and proof that the dividend received was reduced by an amount corresponding to the Danish withholding tax. These documentation requirements may be expanded and may be subject to change. Refund claims must be filed within the three-year period following the date in which the dividend was paid in Denmark.
49
Information on tax reclaims, how they should be filed and the requisite tax forms may be obtained from:
JPMorgan Chase Bank, N.A.
c/c GlobeTax Services Inc.
One New York Plaza – 34th Floor
New York, NY 10004-1936, USA
Tel. +1-212-747-9100
U.S. Holders should consult their tax advisers regarding dividend withholding tax refunds.
Sale or exchange of Cadeler ADSs or Cadeler Shares
Any gain or loss realized on the sale or other disposition of Cadeler ADSs or Cadeler Shares by a U.S. Holder that is not either a resident of Denmark or a corporation that is doing business in Denmark by a Danish permanent establishment to which the Cadeler ADSs or Cadeler Shares are allocated for tax purposes is not subject to Danish taxation. In addition, any non-resident of Denmark may remove from Denmark any convertible currency representing the proceeds of the sales of Cadeler ADSs or Cadeler Shares in Denmark.
Material U.S. Federal Income Tax Considerations
The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of Cadeler ADSs or Cadeler Shares. This discussion applies only to U.S. Holders that hold Cadeler ADSs or Cadeler Shares as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that might be relevant to U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax laws, such as, for example:
| ● | de alers or certain electing traders in securities that are subject to mark-to-market tax accounting rules; |
| ● | banks and certain other financial institutions; |
| ● | insurance companies; |
| ● | tax-exempt entities, “individual retirement accounts” or “Roth IRAs”; |
| ● | partnerships or other entities classified as partnership for U.S. federal income tax purposes and their partners or investors; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | persons whose functional currency is not the U.S. dollar; |
| ● | persons that hold Cadeler ADSs or Cadeler Shares as part of a straddle or other integrated transaction; |
| ● | persons that hold Cadeler ADSs or Cadeler Shares in connection with a trade or business conducted outside the United States; |
| ● | persons that acquired Cadeler ADSs or Cadeler Shares pursuant to the exercise of employee stock options or otherwise as compensation; |
| ● | persons that acquired Cadeler ADSs or Cadeler Shares on or prior to the Business Combination; or |
| ● | persons that own (directly, indirectly or constructively) 10% or more of Cadeler ADSs or Cadeler Shares ( by vote or value). |
If an entity or arrangement classified as a partnership for U.S. federal income tax purposes owns Cadeler ADSs or Cadeler Shares, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Entities classified as partnerships for U.S. federal income tax and their partners should consult their tax advisers regarding the tax consequences of the ownership and disposition of Cadeler ADSs or Cadeler Shares in their specific circumstances.
This discussion is based on the Code, proposed, temporary and final Treasury regulations promulgated under the Code, and judicial and administrative interpretations thereof, as well as the income tax treaty between the United States and Denmark (the “U.S.-Denmark Treaty”), all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address any minimum tax or Medicare contribution tax considerations, the special tax accounting rules under Section 451(b) of the Code, or U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes), nor does it address any aspects of U.S. state, local or non-U.S. taxation. This discussion assumes that each obligation under the deposit agreement for the Cadeler ADSs and any related agreement will be performed in accordance with its terms.
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This discussion does not address any specific consequences to former Eneti shareholders that acquired Cadeler ADSs pursuant to the Business Combination. Former Eneti shareholders should review the Prospectus for additional information regarding any effect that the Business Combination, or Eneti’s PFIC status for any taxable year, may have on the former Eneti shareholders’ ownership of Cadeler ADSs or Cadeler Shares in their particular circumstances.
For purposes of this discussion, a “U.S. Holder” is a person that is, for U.S. federal income tax purposes, a beneficial owner of Cadeler ADSs or Cadeler Shares and:
| ● | a n individual citizen or resident of the United States, |
| ● | a corporation, or entity treated as a corporation, organized in or under the laws of the United States or any state therein or the District of Columbia, or |
| ● | an estate o r trust the income of which is includible in gross income regardless of its source. |
In general, a U.S. Holder that owns Cadeler ADSs will be treated as the owner of the underlying Cadeler Shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges Cadeler ADSs for the underlying Cadeler Shares represented by those ADSs.
THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CADELER ADSS OR CADELER SHARES. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISERS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF CADELER ADSS OR CADELER SHARES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX LAWS.
Dividends
The following is subject to the discussion under “— Passive foreign investment company rules” below.
Distributions received by a U.S. Holder on the Cadeler ADSs or Cadeler Shares, including the amount of any Danish taxes withheld, other than certain pro rata distributions of shares to all shareholders, will constitute dividend income to the extent paid out of Cadeler’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Because Cadeler does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Dividends will be included in a U.S. Holder’s income on the date of receipt by the depositary (in the case of Cadeler ADSs) or the U.S. Holder (in the case of Cadeler Shares). The amount of dividend income paid in DKK that a U.S. Holder will be required to include in income will equal the U.S. dollar value of the distributed DKK, calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is converted into U.S. dollars on such date. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of its receipt. Corporate U.S. Holders will not be entitled to claim a dividends-received deduction with respect to dividends paid by Cadeler. Subject to applicable limitations, dividends received by certain non-corporate U.S. Holders may be taxable at rates applicable to long-term capital gains. Non-corporate U.S. Holders should consult their tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favorable rates.
51
Dividends will be treated as foreign-source income and will include any amounts withheld therefrom in respect of Danish taxes. Non-refundable Danish taxes withheld from dividends on the Cadeler ADSs or Cadeler Shares (at a rate not in excess of any applicable rate under the U.S.- Denmark Treaty, in the case of a U.S. Holder that qualifies for the benefits of the U.S.-Denmark Treaty) will generally be creditable against a U.S. Holder’s U.S. federal income tax liability, subject to applicable limitations that vary depending upon the U.S. Holder’s circumstances. The rules governing foreign tax credits are complex. For example, under Treasury regulations, in the absence of an election to apply the benefits of an applicable income tax treaty, in order to be creditable, non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and no determination has been made as to whether the Danish income tax system meets these requirements. The IRS has released notices that provide relief from certain of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). In lieu of claiming a credit, a U.S. Holder may be able to elect to deduct non-U.S. taxes, including the Danish taxes, in computing its taxable income, subject to generally applicable limitations. An election to deduct creditable non-U.S. taxes (instead of claiming foreign tax credits) applies to all otherwise creditable non-U.S. taxes paid or accrued in the taxable year. U.S. Holders should consult their tax advisers regarding the creditability or deductibility of Danish taxes imposed on dividends in their particular circumstances.
Sale or other taxable disposition
The following is subject to the discussion under “—Passive foreign investment company rules” below.
A U.S. Holder will generally recognize U.S.-source capital gain or loss on the sale or other taxable disposition of the Cadeler ADSs or Cadeler Shares. Any gain or loss will be long-term capital gain or loss if the holding period of the Cadeler ADSs or Cadeler Shares exceeds one year. The amount of the U.S. Holder’s gain or loss will be equal to the difference between such U.S. Holder’s tax basis in the Cadeler ADSs or Cadeler Shares sold or disposed of and the amount realized on the sale or disposition, each as determined in U.S. dollars. The deductibility of capital losses is subject to limitations.
Passive foreign investment company rules
In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For the purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains and certain rents and royalties, but does not include income received as compensation for services. Cash and cash equivalents are generally treated as passive assets. Goodwill and other intangible assets are generally treated as active assets to the extent associated with activities that generate non-passive income.
Cadeler’s gross income consists primarily of gross income from time charter hire services contracts with customers where the Cadeler Group utilizes its vessels, equipment and crew to deliver a service to the customer based on either a fixed day rate or milestone deliverables. Customers cannot charter a vessel from the Cadeler Group without also receiving the relevant wind turbine installation, engineering or maintenance services from the vessel’s crew. While the treatment of the gross income from time charter hire services for purposes of the PFIC rules is unclear, Cadeler intends to take the position that such income is non-passive income from services (rather than rental income). This position is based on general U.S. federal income tax law principles and court decisions that distinguish between income from services and rental income for other tax purposes. However, there is a court decision that characterized time charter income as rental income, rather than income from services, for another (not PFIC) tax purpose. Although the IRS indicated that it disagreed with that court decision, and although the facts of the court case may be different from Cadeler’s business model, there is no assurance that the IRS or a court will not treat Cadeler’s gross income from time charter hire services contracts as rental income, in which case the income (and the assets that produce it) may be treated as passive, unless the income is treated as derived in an active conduct of a trade or business under relevant Treasury regulations.
Assuming that Cadeler’s gross income from time charter hire services contracts with customers is not passive income, Cadeler does not believe it was a PFIC for 2024. However, Cadeler’s PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year, and will depend, among other things, on the composition and character of its income and assets and the value of its assets from time to time (including the value of its goodwill and other intangible assets, which may be determined, in part, by reference to its market capitalization, which could be volatile). Accordingly, there can be no assurance that Cadeler will not be a PFIC for any taxable year. Cadeler has not attempted to make any determination, and thus does not express a view, regarding its PFIC status for any taxable year prior to the taxable year in which the Business Combination took effect.
52
If Cadeler is a PFIC for any taxable year during a U.S. Holder’s holding period of the Cadeler ADSs or Cadeler Shares, Cadeler will generally continue to be a PFIC with respect to the U.S. Holder for any subsequent taxable year, even if Cadeler ceases to be a PFIC for any future taxable year. In that case, gain recognized upon a disposition (including, under certain circumstances, a pledge) of the Cadeler ADSs or Cadeler Shares by a U.S. Holder generally will be allocated ratably over the U.S. Holder’s holding period of such Cadeler ADSs or Cadeler Shares. The amounts allocated to the taxable year of the disposition and to any year before Cadeler became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest tax rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge will be imposed on the tax allocated to each taxable year. Further, to the extent that distributions which a U.S. Holder receives on the Cadeler ADSs or Cadeler Shares in any taxable year exceed 125% of the average of the annual distributions on the ADSs or shares that the U.S. Holder received during the preceding three taxable years or its holding period, whichever is shorter, the excess distributions will be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available that would result in alternative treatments of the Cadeler ADSs or Cadeler Shares (such as a mark-to-market election for any taxable year in which Cadeler is a PFIC if the Cadeler ADSs or Cadeler Shares, as applicable, are “marketable stock,” or a “deemed sale” election in the event that Cadeler is a PFIC for any taxable year but ceases to be a PFIC thereafter). U.S. Holders should consult their tax advisers regarding whether, if Cadeler is or becomes a PFIC, any of these elections would be available and, if so, what the consequences of the alternative treatments would be in the U.S. Holders’ particular circumstances. In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation applicable to “qualified dividend income” on any dividends received from Cadeler if Cadeler is a PFIC (or is treated as a PFIC with respect to a U.S. Holder) for the taxable year in which the dividends are paid or the preceding taxable year.
If Cadeler is a PFIC for any taxable year during which a U.S. Holder owns Cadeler ADSs or Cadeler Shares, such U.S. Holder generally will be subject to specified reporting obligations. U.S. Holders should consult their tax advisers regarding the potential application of the PFIC rules to their ownership of Cadeler ADSs or Cadeler Shares.
Information reporting and backup withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” (and establishes that status if required to do so) or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders who are individuals (and certain specified entities) may be required to report information relating to their ownership of Cadeler ADSs or Cadeler Shares, or non-U.S. accounts through which they are held.
F. Dividends and paying agents
Not applicable.
G. Statements by experts
Not applicable.
H. Documents on display
Documents referred to and filed with the SEC together with this Annual Report on Form 20-F can be read and copied at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Copies of this Annual Report on Form 20-F as well as the Annual Report 2024 and the Remuneration Report 2024 can be downloaded from the investors page at www.cadeler.com. The contents of this website are not incorporated by reference into this Annual Report on Form 20-F. This Annual Report on Form 20-F is also filed and can be viewed via EDGAR on www.sec.gov.
53
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Cadeler intends to submit any annual report provided to security holders in electronic format as an exhibit to a current report on Form 6-K.
Item 11. Qualitative and Quantitative Disclosures About Market Risk
Reference is made to the section titled “Finance Review—Special Risks” on pages 22-24 of the Annual Report 2024.
Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Cadeler’s American Depositary Receipt (“ADR”) program is administered by JPMorgan Chase Bank, N.A as Depositary (JPMorgan Chase Bank, N.A., 383 Madison Avenue, Floor 11, New York, United States). The Cadeler ADSs are traded under the symbol “CDLR” on the NYSE. Each Cadeler ADS represents four (4) Cadeler Shares. The Cadeler Shares underlying the Cadeler ADSs are admitted to trading under the symbol “CADLR” on the OSE and not on the NYSE, where they are only admitted for listing.
The Depositary distributes relevant notices, reports and proxy materials to the holders of the Cadeler ADSs. When dividends are paid to Cadeler Shareholders, the Depositary converts the amounts into U.S. dollars and distributes the dividends to the holders of the Cadeler ADSs. See Exhibit 2.1 to this Annual Report on Form 20-F for a description of the rights of holders of the Cadeler ADSs.
The holder of a Cadeler ADS may have to pay the following fees and charges related to services in connection with the ownership of the Cadeler ADS up to the amounts set forth in the table below.
|
Service |
|
Fee |
|---|---|---|
|
Issuance or delivery of a Cadeler ADS, surrendering of a Cadeler ADS for delivery of a Cadeler Share, reduction or cancellation of a Cadeler ADS, including issuance, delivery, reducing, surrendering or cancellation in connection with share distributions, stock splits, rights and mergers
|
|
A maximum of USD 5.00 for each 100 Cadeler ADSs (or portion thereof), to be paid to the Depositary |
|
Distribution of cash or elective cash/stock dividend offered to the holder of the Cadeler ADS
|
|
A maximum of USD 0.05 per Cadeler ADS, to be paid to the Depositary
|
54
|
Service |
|
Fee |
|---|---|---|
|
Direct or indirect distribution of securities (other than Cadeler ADSs or rights to purchase additional Cadeler ADSs) or the net cash proceeds from the public or private sale of any such securities
|
|
A maximum of USD 0.05 per Cadeler ADS, to be paid to the Depositary
|
|
Services performed by the Depositary in administering the Cadeler ADSs
|
|
A maximum of USD 0.05 per Cadeler ADS (or portion thereof), to be paid to the Depositary
|
|
Servicing of the Cadeler Shares, the sale of securities, the delivery of the Cadeler Shares or otherwise in connection with the Depositary’s compliance with applicable law, rule or regulation |
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Reimbursement of charges and expenses as necessary |
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Taxes and other governmental charges payable by the holder of the Cadeler ADS or persons depositing Cadeler Shares
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As necessary
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A transaction fee per cancellation request and any applicable delivery expenses |
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As necessary |
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The registration or transfer of Cadeler Shares on any applicable register in connection with the deposit or withdrawal of Cadeler Shares
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As necessary |
The Depositary may make available to Cadeler a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as Cadeler and the Depositary may agree from time to time. The Depositary collects its fees for issuance and cancellation of Cadeler ADSs directly from investors depositing Cadeler Shares or surrendering Cadeler ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for Depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The Depositary will generally set off the amounts owing from distributions made to holders of Cadeler ADSs. If, however, no distribution exists and payment owing is not timely received by the Depositary, the Depositary may refuse to provide any further services to ADR holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the Depositary, all fees and charges owing under the Deposit Agreement are due in advance and/or when declared owing by the Depositary.
The Depositary may agree to reduce or waive certain fees, charges and expenses provided in the ADRs and in the Deposit Agreement, including, without limitation, those described above that would normally be charged on Cadeler ADSs issued to or at the direction of, or otherwise held by, Cadeler and/or certain ADR holders and beneficial owners and holders and beneficial owners of Cadeler Shares.
The Depositary has agreed to reimburse certain reasonable expenses related to Cadeler’s ADR program and incurred by Cadeler in connection with the program. In the year ended December 31, 2024, Cadeler did not receive any payment from the Depositary.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure controls and procedures
Cadeler maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that Cadeler files or submits under the U.S. Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports that Cadeler files or submits under the U.S. Exchange Act is accumulated and communicated to Cadeler’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Cadeler’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Cadeler’s disclosure controls and procedures as of December 31, 2024. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024 the design and operation of Cadeler’s disclosure controls and procedures were effective.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Changes in internal control over financial reporting
Except as described below, there were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management's annual report on internal control over financial reporting
Cadeler's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is identified under Rule 13a-15 (f) and 15d-15 (f) of the U.S. Exchange Act. Cadeler's internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the Cadeler Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect Cadeler's transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorization of Cadeler's management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Cadeler's assets that could have a material effect on its consolidated financial statements.
Cadeler's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Cadeler's internal control over financial reporting as of December 31, 2024 using the criteria set forth in the "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission or COSO (2013 Framework).
As a result of this assessment, Cadeler's management concluded that the Company's internal controls over financial reporting are effective as of December 31, 2024.
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Remediation of Previously Reported Material Weaknesses
During the year ended December 31, 2024, the Company completed its efforts to remediate the material weaknesses identified in 2023. Upon completion of those efforts, the Company concluded that the material weaknesses had been remediated as of December 31, 2024. As part of those remediation efforts, the Company implemented remediation actions during 2024 that included the implementation of formalized risk assessment, oversight and compliance processes as well as formalized control descriptions for all key controls. Where control activities are dependent on IT applications or certain information or reports, internal controls have been developed to assess the completeness and accuracy of such information. The Cadeler Group has further initiated steps to improve IT general controls covering access and change management, as well as cyber risks. The actions that the Cadeler Group is taking are subject to ongoing executive management review and audit committee oversight.
The Cadeler Group cannot guarantee, however, that its internal controls over financial reporting will remain effective in the future. Any failure to remediate such material weaknesses identified in the future, or to discover and address any other material weaknesses or significant deficiencies, could result in inaccuracies in the Cadeler Group’s consolidated financial statements and impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. See also Item 3.D. “Risk Factors—Risks Related to the Cadeler Group’s Business—If the Cadeler Group fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report financial results in a timely manner or prevent fraud, which may adversely affect its business and the market price of the Cadeler ADSs and Cadeler Shares,” and “Risk Factors—Risks Related to the Business Combination—Cadeler became subject to the reporting requirements of the U.S. Exchange Act in connection with the Business Combination and it needs to devote substantial time and resources to complying with public company regulations. There can be no assurance that the Cadeler Group’s internal control over financial reporting will remain effective.”
Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
EY Godkendt Revisionspartnerselskab, an independent registered public accounting firm, has issued opinions on Cadeler’s consolidated financial statements and on its internal controls over financial reporting. These opinions appear under Item 18 of this Annual Report on Form 20-F.
Item 16A. Audit Committee Financial Expert
Referenc e is made to page 35-36 of the Annual Report 2024 for the name, position and experience of the members of the Audit Committee.
James Nish is designated as the Audit Committee financial expert as defined by the SEC. All members of the Audit Committee qua lify as independent as defined by the U.S. Exchange Act and the NYSE Corporate Governance Standards applicable to listed companies as described in Section 303A of the NYSE Listed Company Manual (the “NYSE Standards”).
Item 16B. Code of Ethics
Cadeler has in place a Code of Conduct which applies to its employees, officers, including the Chief Executive Officer and Chief Financial Officer, and directors. Cadeler’s Code of Conduct describes the general principles on business conduct and ethics which are essential to enable Cadeler to operate responsibly as a business and achieve commercial success, and address a number of the topics required by the Sarbanes-Oxley Act and the NYSE Standards.
Cadeler’s Code of Conduct may be found on Cadeler’s website at www.cadeler.com (the contents of Cadeler’s website are not incorporated by reference into this Annual Report on Form 20-F).
Item 16C. Principal Accountant Fees and Services
Reference is made to Note 4 to the Consolidated Financial Statements, “Expenses by Nature—Auditor remuneration,” in the Annual Report 2024 regarding fees paid to Cadeler’s statutory auditors.
The audit opinion of EY Godkendt Revisionspartnerselskab (PCAOB Firm ID
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Pre-approval policies
The Audit Committee assesses and pre-approves all audit and non-audit services provided by the statutory auditors. The pre-approval includes the type of service and a fee budget. Furthermore, the Audit Committee receives regular updates on actual services provided and fees realized.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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(c) |
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(d) |
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(b) |
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Total number of |
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Maximum number of |
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(a) |
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Average price |
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Cadeler Shares |
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Cadeler Shares that |
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Total number of |
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paid per |
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purchased as part of |
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may yet be purchased |
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Cadeler Shares |
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Cadeler Share |
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publicly announced |
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under the plans or |
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Period |
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purchased |
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(EUR) |
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plans or programs |
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programs |
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July 1, 2024 – July 4, 2024 (1) |
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214,791 |
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5.99 |
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214,791 |
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0 |
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(1) |
On July 1, 2024, Cadeler announced the launch of a share repurchase program of up to NOK 16.5 million (approximately EUR 1.45 million), pursuant to the authorization for the acquisition of treasury shares granted by Cadeler Shareholders to the Cadeler Board at Cadeler's annual general meeting on April 23, 2024. The purpose of the share repurchase program was to enable the Cadeler Group to meet its obligations to employees arising from certain of Cadeler's share-based incentive programs. The program was to be conducted in the period from July 1, 2024 until July 12, 2024, however, the program was terminated early on July 4, 2024 as the maximum number of shares authorized for repurchase under the program had been purchased at such date. |
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
Cadeler is a public limited company incorporated in Denmark and the Cadeler Shares are admitted to trading on the OSE. Cadeler therefore follows the Norwegian Code of Practice for Corporate Governance issued on October 14, 2021 (the “Norwegian Code of Practice”) and applicable Danish law in respect of its corporate governance practices.
The Cadeler ADSs are listed on the NYSE and Cadeler is therefore required to comply with certain U.S. securities laws and regulations, including the Sarbanes-Oxley Act, and the NYSE Standards. As a foreign private issuer, Cadeler is permitted to follow the corporate governance practice of its home country in lieu of certain provisions of the NYSE Standards. Specifically, Cadeler complies with the requirements of Sections 303A.06, 303A.11, 303A.12(b) and (c), and 303A.14 of the NYSE Listed Company Manual but otherwise follows its home country practice in lieu of the remaining requirements of Section 303A of the NYSE Listed Company Manual.
Below is a brief summary of the corporate governance practices adopted by Cadeler as a foreign private issuer that differ from those adopted by U.S. domestic issuers under the NYSE Standards:
Independence requirements
Under the NYSE Standards, listed companies must have at least a majority of independent directors and no director qualifies as “independent” unless the Board of Directors has affirmatively determined that the relevant director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
The Cadeler Board has determined whether Cadeler Board members qualify as independent in accordance with the Norwegian Code of Practice (provided that the Cadeler Board has determined whether members of the Audit Committee qualify as independent pursuant to Rule 10A-3 under the Securities Exchange Act), rather than the NYSE Standards.
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The Nomination Committee
Under Section 303A.04 of the NYSE Listed Company Manual, U.S. domestic issuers are generally required to have a nominating/corporate governance committee composed entirely of independent directors, and further provide that the nomination committee must have a written charter addressing certain specified duties.
Cadeler has a nomination committee, the members of which qualify as independent under the Norwegian Code of Practice, however, the composition of Cadeler’s nomination committee is determined by the election of its shareholders at each annual general meeting and, consistent with the Norwegian Code of Practice, members of the nomination committee are not required to be, and are not currently, members of the Cadeler Board. Cadeler’s Articles of Association and its Corporate Governance Policy provide that the nomination committee shall consist of two or three members who shall be shareholders or shareholder representatives, each of whom is elected for a term of one or two years. Cadeler’s nomination committee is required to make recommendations to the general meeting regarding the election of shareholder-elected members to the Cadeler Board and to the nomination committee but does not otherwise maintain a written charter consistent in scope with the requirements of the NYSE Standards.
The Remuneration Committee
Under the NYSE Standards, U.S. domestic issuers are generally required to have a compensation committee composed entirely of independent directors, each of whom must satisfy the heightened independence requirements specific to compensation committee membership set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual. In addition, the NYSE Standards provide that the compensation committee must have a written charter that addresses certain specified duties.
Cadeler has a remuneration committee, the composition of which is determined by the Cadeler Board. In accordance with Cadeler’s Corporate Governance Policy, only members of the Cadeler Board are permitted to serve on the remuneration committee. When designating members to the remuneration committee, the Cadeler Board considers all factors relevant to determine whether any member of the remuneration committee has a relationship to Cadeler which is material to that director’s ability to be independent from management, though any such determination is made in accordance with the Norwegian Code of Practice rather than the independence requirements set out in the NYSE Standards. Cadeler’s remuneration committee is required to advise the Cadeler Board on salaries and other remuneration payable to the members of the Cadeler Board and Cadeler’s executive management but does not otherwise maintain a written charter consistent in scope with the requirements of the NYSE Standards.
The Audit Committee
In accordance with Section 303A.06 of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act, the Cadeler Board has an audit committee composed entirely of independent directors.
Under the NYSE Standards, however, U.S. domestic issuers are generally required to maintain an audit committee comprised of a minimum of three members and to have a written charter addressing certain specified duties and purposes. In addition, U.S. domestic issuers are generally required to have an internal audit function.
Consistent with the Norwegian Code of Practice, Cadeler does not require that its audit committee be comprised of three members and the audit committee may from time to time be, and currently is, comprised of two directors (provided that each shall have been determined to be independent in accordance with, or exempt from the requirements of, Rule 10A-3(b)(1) under the Securities Exchange Act). Cadeler’s audit committee is responsible for oversight of, and reporting to, the Cadeler Board on the elements described in section 303A.07(b)(i)(A) of the NYSE Listed Company Manual but does not otherwise maintain a written charter consistent in scope with the requirements of the NYSE Standards. The Cadeler Group does not have an internal audit function.
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Equity-compensation plans
Under Section 303A.08 of the NYSE Listed Company Manual, shareholders of U.S. domestic issuers must be given the opportunity to vote on all equity compensation plans and any material revisions thereto, with certain limited exceptions. Cadeler has a written remuneration policy describing its practices with respect to the remuneration of the Cadeler Board and Cadeler’s executive management. In accordance with Danish law, that policy is subject to a binding shareholder vote at least once every four years. All incentive programs offered to the Cadeler Board and/or Cadeler’s executive management must comply with the framework set out in the remuneration policy. The practice of voting on specific equity compensation plans is not customary in Denmark nor required under Danish law and, accordingly, Cadeler’s equity compensation plans are not generally subject to shareholder approval.
CEO certification
Under Section 303A.12(a) of the NYSE Listed Company Manual, the chief executive officer of each U.S. domestic issuer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of the NYSE Standards, qualifying the certification to the extent necessary. As permitted by the NYSE Standards and in accordance with Danish law and regulations (which do not contemplate such certifications), Cadeler does not intend to submit such certifications.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
Cadeler adopted, and the Cadeler Board has approved, a policy setting out requirements in relation to dealings in Cadeler's securities by directors, officers or employees, as well as by Cadeler itself. Cadeler believes such policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to Cadeler. The Cadeler Board recognizes that it is the individual responsibility of each director, officer and employee to ensure he or she complies with Cadeler's policy on dealings in Cadeler's securities as well as all applicable insider trading laws.
The policy is filed as Exhibit 11.1 to this Annual Report on Form 20-F.
Item 16K. Cybersecurity
Cybersecurity risk management is an integral part of Cadeler’s Health, Safety, Environmental and Quality (HSEQ) Management Principles System.
Cadeler’s overall cybersecurity program is based on the CIS Critical Security Controls (CIS18), by risk management procedures inspired by the ISO27001 security framework. These procedures include steps to assess the severity of cybersecurity threats across the Company, including onboard the Company’s fleet of vessels, which are then consolidated into the Company’s overall business risk register. The Company's executive management team is involved in these procedures and are updated yearly or in the case of major changes.
The controls implemented through the CIS18 framework ensure timely handling of relevant cybersecurity threats and incidents, including threats and incidents associated with the use of critical systems and applications provided by -party service providers, for which relevant attestations are received. Cadeler’s IT team also engages -party security experts and strategic advisors for risk assessment, manual and technical security assessments of Cadeler's IT infrastructure, system enhancements and penetration testing. In addition, Cadeler’s IT team provides awareness training for employees and critical third parties and conducts simulated phishing attempts against all employees at least annually.
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The audit committee also reports material cybersecurity risks to the full Cadeler Board.
In 2024, did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition. However, despite its efforts, Cadeler cannot eliminate all risks from cybersecurity threats, or provide assurances that it has not experienced an undetected cybersecurity incident. For more information about these risks, please see Item 3.D. “Risk Factors—Risks Related to the Cadeler Group’s Business—A cybersecurity attack could materially disrupt the Cadeler Group’s business.”
61
PART III
Item 17. Financial Statements
See response to Item 18.
Item 18. Financial Statements
The Consolidated Financial Statements and Notes to the Consolidated Financial Statements on pages 142-224 of the Annual Report 2024 are incorporated herein by reference.
In accordance with Rule 405(a)(3) under Regulation S-T, this information (including tabular data) is reproduced under Item 8 herein tagged with Inline XBRL formatting, at the end of this Annual Report on Form 20-F.
Reconciliation of non-IFRS financial measures
In the financial statements, Cadeler discloses certain financial measures of the Cadeler Group’s financial performance, financial position and cash flows that reflect adjustments to the most directly comparable measures calculated and presented in accordance with IFRS. The inclusion of non-IFRS measures has been expressly permitted by the Danish Business Authority and thereby exempted from the prohibition in Item 10(e)(1)(ii)(C) of Regulation S-K. However, these non-IFRS financial measures may not be defined and calculated by other companies in the same manner and may thus not be comparable with such measures.
Reference is also made to Item 5.A “Operating Results—Non-IFRS Financial Measures” of this Annual Report on Form 20-F and the section titled “Operating Results—Non-IFRS Financial Measures” on page 32 of the 2023 Annual Report on Form 20-F.
62
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Cadeler A/S
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cadeler A/S (the Company) as of December 31, 2024, 2023, and 2022, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 25, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Recognition of revenue from time charter and transportation and installation activities |
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Description of the Matter |
As discussed in note 3 to the consolidated financial statements, the Company recognized EUR 227 million in revenue from time charter and transportation and installation activities for the year ended December 31, 2024. Evaluating the criteria for recognizing revenue from contracts required management judgment in identifying performance obligations. Auditing the Company’s revenue from time charter and transportation and installation activities is a critical audit matter due to the complexity and efforts in assessing the services in the contracts and the judgement involved in determining whether the contracts contain one or more performance obligations. |
63
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How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the revenue recognition process, including management’s review controls over the contracts and related determination of the performance obligations. Our audit procedures included, among others, inspection of customer contracts to understand the contracts. For a sample of customer agreements, we obtained and inspected the contract source documents and evaluated the Company’s identification of distinct performance obligations and measurement methods against the principles in IFRS 15 Revenue from Contracts with Customers and IFRS 16 Leases . We also evaluated the adequacy of the Company’s disclosures included in Note 3 to the consolidated financial statements. |
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Impairment testing of vessels and assets under construction |
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Description of the Matter |
As further discussed in note 13, the carrying amount of vessels and assets under construction was EUR 953 million and EUR 737 million, respectively. Management evaluates annually for indicators of impairment for assets under construction. Further, management tests vessels for impairment annually by determining the fair value less costs of disposal, based on valuations prepared by independent shipbrokers, and value-in-use, using discounted cash flow models. This requires management’s judgment and estimates, particularly regarding assumptions used for projected revenue and operating expenses in the budget and discount rates. Auditing management’s evaluation of impairment indicators and impairment tests was challenging and is a critical audit matter due to the involvement of management's independent shipbrokers and auditor valuation experts, and the sensitivity of the estimated future cash flows to the key assumptions described above. |
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How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over both the evaluation of impairment indicators for assets under construction and the annual impairment evaluation and testing process, including management’s review over key assumptions applied. Our audit procedures included, among others, obtaining an understanding of management’s evaluation of impairment indicators where we inspected management’s analysis of internal, external, and sector specific sources of information, which encompassed current signed contracts and the expected day rates for the assets under construction. To test fair value less cost of disposal, we reviewed the work performed by the independent shipbrokers to assess their competence, capabilities and objectivity. We also assessed the appropriateness of the valuation methodology applied by the independent shipbrokers. To audit value-in-use, our audit procedures included, among others, obtaining an understanding of the methodology used, and the key assumptions applied to estimate future cash flows, by inspecting financial budgets and business plans. To test the Company’s value-in-use calculations, we involved a valuation specialist to assist in evaluating and testing the key assumptions used in the estimate, including projected revenue, operating expenses, and discount rates against company-specific and market data. We performed sensitivity analyses of significant assumptions to evaluate the change in the value-in-use of the vessels and assets under construction and assess the historical accuracy of management’s estimates against actual performance. We evaluated the adequacy of the Company’s disclosures included in Note 13 to the consolidated financial statements. |
/s/
We have served as the Company’s auditor since 2015.
March 25, 2025
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Cadeler A/S
Opinion on Internal Control Over Financial Reporting
We have audited Cadeler A/S’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Cadeler A/S (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 25, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ EY Godkendt Revisionspartnerselskab
Copenhagen, Denmark
March 25, 2025
65
Item 19. Exhibits
A. Annual Report
The following pages from the Annual Report 2024 (see Exhibit 15.1) are incorporated by reference into this Annual Report on Form 20-F. The content of websites, other sources, reports and materials referenced on these pages are not incorporated by reference into this Annual Report on Form 20-F.
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Page(s) in the Annual Report |
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Business Review |
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9-10 |
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Cadeler Milestones |
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11 |
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Finance Review |
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14-25 |
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Regulatory |
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28-32 |
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Corporate Governance |
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33-38 |
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2025 Outlook |
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26 |
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Consolidated Financial Statements |
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Consolidated Statement of Profit or Loss and Other Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 |
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143 |
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Consolidated Balance Sheet as of December 31, 2024 and 2023 |
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144 |
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Consolidated Statement of Changes in Equity at December 31, 2024, 2023 and 2022 |
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145-146 |
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Consolidated Statement of Cash Flows for the years ended December 31, 2024, 2023 and 2022 |
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147 |
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Notes to the Consolidated Financial Statements |
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148-224 |
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B. Remuneration Report
The following pages from the Remuneration Report 2024 (see Exhibit 15.2) are incorporated by reference into this Annual Report on Form 20-F. The content of websites, other sources, reports and materials referenced on these pages are not incorporated by reference into this Annual Report on Form 20-F.
|
|
|
Page(s) in the Remuneration
|
|
|
|
|
|
|
|
Board of Directors |
|
5-6 |
|
|
Executive Management |
|
7-10 |
|
66
C. Prospectus
The following pages from the Prospectus (see Exhibit 15.3) are incorporated by reference into this Annual Report on Form 20-F. The content of websites, scientific articles and other sources referenced on these pages are not incorporated by reference into this Annual Report on Form 20-F.
|
|
|
Page(s) in the Prospectus |
|
|
|
|
|
|
|
Beneficial Ownership of Cadeler Securities |
|
215-216 |
|
|
Business Combination Agreement |
|
110-132 |
|
|
Other Transaction Agreements |
|
133-134 |
|
|
Material Tax Consequences—Material U.S. Federal Income Tax Considerations |
|
256-261 |
|
D. Exhibits
List of exhibits:
|
Exhibit No. |
|
Description |
|
Method of filing |
|---|---|---|---|---|
|
1.1 |
|
|
Filed together with this Annual Report on Form 20-F. |
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|
2.1 |
|
Description of the rights of Cadeler ADSs registered under Section 12 of the U.S. Exchange Act |
|
Incorporated by reference to Exhibit 2.1 to the 2023 Annual Report on Form 20-F. |
|
|
|
|
|
|
|
2.2 |
|
Description of the rights of Cadeler Shares registered under Section 12 of the U.S. Exchange Act |
|
Filed together with this Annual Report on Form 20-F. |
|
|
|
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|
|
|
4.1 |
|
|
Incorporated by reference to Exhibit 10.3 to Cadeler’s Registration Statement on Form F-4 filed with the SEC on October 31, 2023. |
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|
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|
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|
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|
4.2 |
|
|
Incorporated by reference to Exhibit 10.4 to Cadeler’s Registration Statement on Form F-4 filed with the SEC on October 31, 2023. |
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|
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|
4.3 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
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|
4.4 |
|
Form of Shipbuilding Contract of Daewoo Mangalia Heavy Industries S.A. |
|
Incorporated by reference to Exhibit 10.8 to Scorpio Bulkers Inc.’s Registration Statement on Form F-1 filed with the SEC on December 2, 2013. |
|
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|
4.5 |
|
|
Incorporated by reference to Exhibit 4.24 to the 2023 Annual Report on Form 20-F. |
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4.6 |
|
|
Incorporated by reference to Exhibit 4.25 to the 2023 Annual Report on Form 20-F. |
|
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|
|
|
|
|
4.7 |
|
|
Filed together with this Annual Report on Form 20-F. |
67
|
Exhibit No. |
|
Description |
|
Method of filing |
|---|---|---|---|---|
|
4.8 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
|
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|
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4.9 |
|
|
Incorporated by reference to Exhibit 4.26 to the 2023 Annual Report on Form 20-F. |
|
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|
|
|
|
|
4.10 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
|
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|
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|
|
4.11 |
|
|
Incorporated by reference to Exhibit 4.27 to the 2023 Annual Report on Form 20-F. |
|
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|
4.12 |
|
|
Filed together with this Annual Report on Form 20-F. |
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|
4.13 |
|
|
Filed together with this Annual Report on Form 20-F. |
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|
4.14 |
|
|
Filed together with this Annual Report on Form 20-F. |
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|
8.1 |
|
|
Filed together with this Annual Report on Form 20-F. |
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|
11.1 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
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|
|
12.1 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
|
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|
12.2 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
|
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|
68
|
Exhibit No. |
|
Description |
|
Method of filing |
|---|---|---|---|---|
|
13.1 |
|
|
Filed together with this Annual Report on Form 20-F |
|
|
15.1 |
|
Cadeler’s Annual Report for the fiscal year ended December 31, 2024. |
|
Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the U.S. Exchange Act, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Annual Report on Form 20-F. |
|
|
|
|
|
|
|
15.2 |
|
Cadeler’s Remuneration Report for the fiscal year ended December 31, 2024. |
|
Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23(a)(3) of the U.S. Exchange Act, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.2 is not deemed to be filed as part of this Annual Report on Form 20-F. |
|
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|
|
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|
15.3 |
|
|
Incorporated by reference to Cadeler’s Prospectus filed on November 7, 2023 pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended |
|
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|
|
|
|
|
|
15.4 |
|
|
Filed together with this Annual Report on Form 20-F. |
|
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|
|
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|
|
97 |
|
|
Incorporated by reference to Exhibit 97 to the 2023 Annual Report on Form 20-F. |
|
|
|
|
|
|
|
|
EX-101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
Filed together with this Annual Report on Form 20-F. |
|
|
|
|
|
|
|
EX-101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
Filed together with this Annual Report on Form 20-F. |
|
|
|
|
|
|
|
EX-101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
Filed together with this Annual Report on Form 20-F. |
|
|
|
|
|
|
|
EX-101.LAB |
|
XBRL Taxonomy Extension Labels Linkbase Document |
|
Filed together with this Annual Report on Form 20-F. |
|
|
|
|
|
|
|
EX-101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
Filed together with this Annual Report on Form 20-F. |
|
|
|
|
|
|
|
104 |
|
Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101) |
|
Filed together with this Annual Report on Form 20-F. |
*Portions of this exhibit have been redacted pursuant to 4(a) of the Instructions as to Exhibits of Form 20-F.
69
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
CADELER A/S |
|
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|
|
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|
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|
|
/s/ Mikkel Gleerup |
|
|
|
Name: Mikkel Gleerup |
|
|
|
Title: Chief Executive Officer |
|
|
Date: |
March 25, 2025 |
|
70
Item 8. Financial Information
Financial Statements and Supplementary Data
Index to Financial Statements
|
|
Page |
|
Consolidated Statement of Profit and Loss and Other Comprehensive Income |
F- 3 |
|
|
|
|
F- 4 |
|
|
|
|
|
F- 5 |
|
|
|
|
|
F- 6 |
|
|
|
|
|
F- 7 |
F- 1
Consolidated Statement of Profit or Loss and Other Comprehensive Income
|
EUR’000 |
|
Note |
2024 |
2023 |
2022 |
|
Revenue |
|
3 |
|
|
|
|
Cost of sales |
|
4 |
(
|
(
|
(
|
|
Gross profit |
|
|
|
|
|
|
Net other operating income and expenses |
|
5 |
|
|
— |
|
Administrative expenses |
|
4 |
(
|
(
|
(
|
|
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income |
|
9 |
|
|
|
|
Financial expenses |
|
9 |
(
|
(
|
(
|
|
Profit before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
10 |
(
|
— |
— |
|
Profit for the period |
|
|
|
|
|
|
Profit for the period attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
11 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
Basic, profit for the period attributable to ordinary equity holders of the parent (EUR per share) |
|
11 |
|
|
|
|
Diluted, profit for the period attributable to ordinary equity holders of the parent (EUR per share) |
|
11 |
|
|
|
|
Other comprehensive income/loss |
|
|
|
|
|
|
Items that may be reclassified to profit or loss |
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
(
|
— |
|
Cash flow hedges - changes in fair value |
|
24 |
|
(
|
|
|
Cash flow hedges - items recycled |
|
24 |
|
(
|
|
|
Cash flow hedges - cost of hedging |
|
24 |
|
(
|
— |
|
Other comprehensive income/loss, net of tax |
|
|
|
(
|
|
|
Total comprehensive income/loss for the period, net of tax |
|
|
|
(
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
(
|
|
F- 3
Consolidated Balance Sheet
|
EUR’000 |
|
Note |
2024 |
2023 |
2022 |
|
Intangible assets |
|
12 |
|
|
|
|
Property, plant and equipment |
|
13 |
|
|
|
|
Right-of-use assets |
|
14 |
|
|
|
|
Leasehold deposits |
|
|
|
|
|
|
Derivative assets |
|
23, 24 |
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
Inventories |
|
15 |
|
|
|
|
Trade and other receivables |
|
16 |
|
|
|
|
Contract assets |
|
16 |
|
|
|
|
Prepayments |
|
17 |
|
|
|
|
Current derivative assets |
|
23, 24 |
|
— |
— |
|
Current income tax receivable |
|
|
— |
|
|
|
Cash and cash equivalents |
|
18 |
|
|
|
|
Total current assets |
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
Share capital |
|
22 |
|
|
|
|
Share premium |
|
|
|
|
|
|
Treasury shares |
|
|
(
|
— |
— |
|
Reserves |
|
|
|
(
|
|
|
Retained earnings / (accumulated losses) |
|
|
|
(
|
|
|
Total equity |
|
|
|
|
|
|
Provisions |
|
20 |
— |
|
— |
|
Lease liabilities |
|
14 |
|
|
— |
|
Deferred tax liabilities |
|
10, 21 |
|
|
— |
|
Deferred revenue |
|
3 |
|
|
|
|
Debt to credit institutions |
|
23 |
|
|
|
|
Derivative liabilities |
|
23, 24 |
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
20 |
|
|
|
|
Current provisions |
|
20 |
|
|
— |
|
Payables to related parties |
|
27 |
|
|
|
|
Deferred revenue |
|
3 |
|
|
|
|
Current lease liabilities |
|
14 |
|
|
|
|
Current income tax liabilities |
|
|
|
|
|
|
Current debt to credit institutions |
|
23 |
|
|
|
|
Current derivative liabilities |
|
23, 24 |
|
|
— |
|
Total current liabilities |
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
|
|
F- 4
Consolidated Statement of Changes in Equity
|
|
|
|
|
|
Reserves |
|
|
||
|
|
|
|
|
|
|
|
|
(Accumulated |
|
|
|
|
|
|
Treasury |
Hedging |
Cost of hedging |
Foreign currency |
losses)/ retained |
|
|
EUR’000 |
|
Share capital |
Share premium |
shares |
reserves |
reserves |
translation reserve |
earnings |
Total |
|
2024 |
|
|
|
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
— |
(
|
(
|
(
|
(
|
|
|
Profit for the year |
|
— |
— |
— |
— |
— |
— |
|
|
|
Other comprehensive income for the year, net of tax |
|
— |
— |
— |
|
|
|
— |
|
|
Total comprehensive profit for the year, net of tax |
|
— |
— |
— |
|
|
|
|
|
|
Capital increase February 2024 |
|
|
|
— |
— |
— |
— |
— |
|
|
Costs incurred in connection with February 2024 capital increase |
|
— |
(
|
— |
— |
— |
— |
— |
(
|
|
Capital increase June 2024 |
|
|
|
— |
— |
— |
— |
— |
|
|
Treasury shares |
|
— |
— |
(
|
— |
— |
— |
— |
(
|
|
Share-based payments |
|
— |
— |
— |
— |
— |
— |
|
|
|
End of financial year |
|
|
|
(
|
(
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
— |
|
— |
— |
|
|
|
Profit for the year |
|
— |
— |
— |
— |
— |
— |
|
|
|
Other comprehensive income for the year, net of tax |
|
— |
— |
— |
(
|
(
|
(
|
— |
(
|
|
Total comprehensive profit for the year, net of tax |
|
— |
— |
— |
(
|
(
|
(
|
|
(
|
|
Registration of new shares in relation to business combination |
|
|
|
— |
— |
— |
— |
— |
|
|
Costs incurred in connection with listing |
|
— |
(
|
— |
— |
— |
— |
— |
(
|
|
Changes from business combination |
|
— |
— |
— |
— |
— |
— |
(
|
(
|
|
Share-based payments |
|
— |
— |
— |
— |
— |
— |
|
|
|
End of financial year |
|
|
|
— |
(
|
(
|
(
|
(
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
— |
— |
— |
— |
(
|
|
|
Profit for the year |
|
— |
— |
— |
— |
— |
— |
|
|
|
Other comprehensive income for the year, net of tax |
|
— |
— |
— |
|
— |
— |
— |
|
|
Total comprehensive profit for the year, net of tax |
|
— |
— |
— |
|
— |
— |
|
|
|
Capital increase May 2022 |
|
|
|
— |
— |
— |
— |
— |
|
|
Costs incurred in connection with May 2022 capital increase |
|
— |
(
|
— |
— |
— |
— |
— |
(
|
|
Capital increase October 2022 |
|
|
|
— |
— |
— |
— |
— |
|
|
Costs incurred in connection with October 2022 capital increase |
|
— |
(
|
— |
— |
— |
— |
— |
(
|
|
Share-based payments |
|
— |
— |
— |
— |
— |
— |
|
|
|
End of financial year |
|
|
|
— |
|
— |
— |
|
|
F- 5
Consolidated Statement of Cash Flows
|
EUR'000 |
|
Note |
2024 |
2023 |
2022 |
|
Cash flow from operating activities |
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
Adjustments of non-cash items |
|
19 |
|
|
|
|
Changes in working capital |
|
19 |
(
|
|
(
|
|
Income tax paid |
|
|
(
|
|
(
|
|
Interest received |
|
|
|
— |
— |
|
Net cash provided by operating activities |
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
Cash acquired in a business combination, net |
|
|
— |
|
— |
|
Additions to property, plant and equipment |
|
13 |
(
|
(
|
(
|
|
Disposal of property, plant and equipment |
|
|
— |
|
— |
|
Additions to intangible assets |
|
|
(
|
(
|
(
|
|
Movements to right-of-use assets |
|
|
— |
— |
(
|
|
Leasehold deposits |
|
|
|
— |
— |
|
Net cash used in investing activities |
|
|
(
|
(
|
(
|
|
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
Principal repayment of lease liabilities |
|
|
(
|
(
|
(
|
|
Interest paid |
|
|
(
|
(
|
(
|
|
Proceeds from issue of share capital |
|
|
|
— |
|
|
Transactional costs on issues of shares |
|
|
(
|
(
|
(
|
|
Repurchase of treasury shares |
|
|
(
|
— |
— |
|
Bank charges |
|
|
(
|
— |
— |
|
Proceeds from borrowing net of bank fees (of EUR
|
|
23 |
|
|
|
|
Utilisation of overdraft facility |
|
23 |
— |
— |
|
|
Repayment of loan |
|
23 |
(
|
(
|
(
|
|
Settlement of overdraft facility |
|
23 |
— |
— |
(
|
|
Net cash provided by/(used in) financing activities |
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
|
(
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
|
|
|
|
|
Effect of exchange rate on cash and cash equivalents |
|
|
|
(
|
— |
|
Cash and cash equivalents at end of the period |
|
|
|
|
|
F- 6
Notes to the Consolidated Financial Statements
|
F- 9 |
||
|
Basis of Presentation and other significant accounting policies |
F- 11 |
|
|
F- 16 |
||
|
F- 22 |
||
|
F- 25 |
||
|
F- 25 |
||
|
F- 28 |
||
|
F- 31 |
||
|
F- 32 |
||
|
F- 33 |
||
|
F- 34 |
||
|
F- 35 |
||
|
F- 37 |
||
|
F- 45 |
||
|
F- 47 |
||
|
F- 48 |
||
|
F- 49 |
||
|
F- 50 |
||
|
F- 52 |
||
|
F- 52 |
||
|
F- 53 |
||
|
F- 54 |
||
|
F- 55 |
||
|
F- 60 |
||
|
Financial Liabilities: Interest-bearing Loans and Borrowings |
F- 64 |
|
|
F- 67 |
||
|
F- 69 |
||
|
F- 71 |
||
|
F- 72 |
||
|
F- 76 |
||
|
F- 76 |
||
|
|
|
|
F- 8
Note 1
General Information
Corporate information
Cadeler A/S (the “Company” or the “Group”) is incorporated and domiciled in Denmark. The address of its registered office is Kalvebod Brygge 43, DK-1560 Copenhagen, Denmark. The Company is listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange (ticker: CADLR).
The Group is a global leader in offshore wind installation, operations, and maintenance services headquartered in Copenhagen, Denmark. The Group owns and operates
The consolidated financial statements of the Group are composed of the Financial Statements of Cadeler A/S and its subsidiaries (which are wholly owned by the Parent Company Cadeler A/S). For more information on the subsidiaries of Cadeler A/S please refer to Note 29.
F- 9
Note 2
Basis of Presentation and other significant accounting policies
2.1. Basis for preparation
The consolidated financial statements included in this Annual Report have been prepared in accordance with IFRS Accounting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as endorsed by the EU and further requirements in the Danish Financial Statements Act.
The preparation of these consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the consolidated financial statements are further described in note 2.4.
The consolidated financial statements are presented in euros and all values are rounded to the nearest thousand, except when otherwise indicated.
The accounting policies set out in the notes have been applied consistently in the preparation of the consolidated financial statements for all the years presented unless stated otherwise below.
Comparative figures
Consolidated figures for the financial year ended 31 December 2022 comprised the Parent Company, Cadeler A/S, Wind Osprey Ltd. and Wind Orca Ltd. In December 2023, Cadeler and Eneti merged, and from this point in time the consolidated figures also comprised Eneti and its subsidiaries (which are wholly owned by the Group). Therefore the activity of the Group is not fully comparable between 2024, 2023 and 2022. For more information on the subsidiaries of Cadeler A/S please refer to Note 29.
Materiality
Our Annual Report is structured around the principle of materiality, focusing on information that holds relevance for the users of the consolidated financial statements. These consolidated financial statements encompass numerous transactions, which are grouped into categories based on their nature or function. These categories are then presented in the consolidated financial statements as required by IFRS and the Danish Financial Statements Act. When individual items are deemed immaterial, they are combined with other similar items in either the consolidated financial statements or the accompanying notes.
In line with IFRS guidelines for Danish listed companies, we include the necessary disclosures, unless the information is considered immaterial to the economic decision-making of the users or is not applicable in the context of the consolidated financial statements.
Going concern assessment
The Company’s Board of Directors and Executive Directors, have at the time of approving the consolidated financial statements, assessed that the Group has adequate resources to continue as a going concern at least 12 months after the balance sheet date.
Thus, the Group continues to adopt the going concern basis of accounting in preparing the consolidated financial statements.
European Single Electronic Format (ESEF)
As a group with securities listed on a regulated market within the EEA, Cadeler A/S is required to prepare its official Annual Report in the XHTML format and to tag the main consolidated financial statements using inline eXtensible Business Reporting Language (iXBRL) applying a specific ESEF taxonomy. The annual report submitted to the Danish Financial Supervisory Authority consists of the XHTML document together with required technical files, all included in a ZIP file named cadeler-2024-12-31-en.zip.
As such, the Annual Report is both human- and machine-readable.
A separate assurance report on the iXBRL tagging of the consolidated financial statements is issued by Cadeler's independent auditors and included on page 252 . For general use, a PDF version of the Annual Report is published in line with previous years.
F- 11
Note 2
Basis of Presentation and other significant accounting policies
Continued from previous page
2.2. General accounting policies
This section introduces accounting policies and significant accounting estimates and judgements. A more detailed description of accounting policies and significant estimates and judgements related to specific reported amounts is presented in the respective notes. The purpose is to provide transparency on the disclosed amounts and to describe the relevant accounting policy, significant estimates and numerical disclosure for each note.
Note 3 - Revenue recognition (including Deferred revenue)
Note 4 - Cost of sales and administrative expenses
Note 5 – Net other operating income and expenses
Note 6 - Employee compensation
Note 7 - Long term incentive programmes
Note 9 - Financial income and expenses
Note 10 - Income taxes
Note 11 – Earnings per share (EPS)
Note 12 - Intangible Assets (including Goodwill)
Note 13 - Property, plant and equipment (including Borrowing costs and Impairment of non-financial assets)
Note 14 - Right-of-use assets and lease liabilities
Note 15 - Inventories
Note 16 - Trade and Other Receivables
Note 18 - Cash and cash equivalents
Note 20 – Provisions, Trade and other payables
Note 22 - Issued Share capital
Note 23 - Lease liabilities
Note 24 - Derivatives and hedge accounting
Note 25 - Financial liabilities
Note 26 - Business combinations
Principles of consolidation
The consolidated financial statements include the parent company, Cadeler A/S, and all enterprises over which the parent company has control. Control of an enterprise exists when the Company has exposure, or rights to, variable returns from its involvement with the enterprise and has the ability to control those returns through its power over the enterprise. Accordingly, the consolidated financial statements of the Group are composed of the financial statements of the Company Cadeler A/S and its subsidiaries (which are wholly owned by the parent company, Cadeler A/S).
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between group enterprises are eliminated in full on consolidation.
Currency translation
The financial statements are presented in euro (EUR), which is also the functional currency of the parent company. For each entity in the Group, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in a currency other than the EUR (“foreign currency”) are translated into EUR using the exchange rates at the dates of the transactions. Foreign exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet are recognised in profit or loss. Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
Foreign exchange gains and losses impacting profit or loss are presented in the statement of profit and loss within financial income or financial expenses.
F- 12
Note 2
Basis of Presentation and other significant accounting policies
Continued from previous page
On consolidation, the assets and liabilities of foreign operations are translated into EUR at the rate of exchange prevailing at the reporting date, and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss.
Other reserves and retained earnings
Other reserves include hedging reserves, cost of hedging reserves, and foreign currency translation reserves. Hedging reserves reflect the changes in the fair value of derivative financial instruments designated as cash flow hedges. Cost of hedging reserves include the time value of options and other costs associated with hedging activities. Foreign currency translation reserves include the cumulative translation adjustments (CTA), which arise from the conversion of the financial statements of foreign operations into the reporting currency. Retained earnings include results from previous periods, changes to equity arising from business combination purchase price, and share-based payments.
Cash flow statement
Statement of cash flows
The statement of cash flows shows the Group’s cash flows for the year classified as operating, investing and financing activities, net changes for the year in cash and cash equivalents as well as the Group’s cash and cash equivalents at the beginning and end of the year.
Positive amounts indicate cash inflows, whereas negative amounts indicate cash outflows.
Cash flows from operating activities
Cash flows from operating activities are stated as the profit/loss for the year adjusted for non-cash operating items such as depreciation, changes in working capital and income tax paid or received. Working capital includes current assets less current liabilities, excluding cash and cash equivalents and interest income.
Cash flows from investing activities
Cash flows from investing activities comprise cash flows from the acquisition and sale of non-current assets and businesses.
Cash flows from financing activities
Cash flows from financing activities comprise cash flows from instalments on lease liabilities, and interest paid as well as proceeds from issue of shares, treasury shares and debt as well as prepayment of borrowings.
2.3. Changes in accounting policies and disclosures
2.3.1. New accounting policies and disclosures
The Group has adopted standards and interpretations effective as of 1 January 2024. Adoption of new and amended standards and interpretations had no material impact on the Group’s consolidated financial statements.
2.3.2. Standards issued but not yet effective
IASB has issued a number of amended accounting standards (IFRS) and interpretations (IFRS IC). The Group has assessed these accounting standards and interpretations, and does not anticipate the amended standards to have any material impact on either the Group’s figures or disclosures.
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued in April 2024, becomes effective for reporting periods beginning on or after 1 January 2027 and thus has no impact on the Group’s consolidated financial statements for 2024. The Group will assess the impact of these accounting standards on the Group’s figures and disclosures.
The Group has not early adopted any standard, interpretation or amendments that have been issued but are not yet effective.
F- 13
Note 2
Basis of Presentation and other significant accounting policies
Continued from previous page
2.4. Material accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were authorised for issuance. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Material estimates
Useful life of vessels
The estimation made regarding the useful life of the O-Class vessels has been based on, among other things, an analysis made by an external expert. The determined fatigue analysis is based on the technical specification of the wind turbine installation vessels (“WTIV”) and comparable vessels. The useful life of the vessels is estimated at
In 2020, the Group acquired
In 2023, as part of the business combination, the Group acquired
The estimation made regarding the useful life of Wind Peak has been based on an internal technical analysis based on the technical specification of the vessel and validated by an external expert. The useful life of the vessel is estimated at
The residual value, useful life, and methods of depreciation of property, plant, and equipment are reviewed at each financial year end and adjusted accordingly, if appropriate. No changes were made during 2024. For more information, refer to Note 13.
Income tax
Pillar Two tax effects
In October 2021, more than 130 countries agreed on a two-pillar approach to reform the international tax system. The Pillar Two rules are designed to ensure that multinational corporations with EUR 750 million or more in annual revenue pay a minimum effective corporate tax rate of 15% on income received in each jurisdiction in which they operate.
The principal jurisdictions in which the Group may be exposed to additional taxation under Pillar Two include Denmark, the United Kingdom, and Cyprus, all of which have enacted legislation implementing these rules. However, this legislation does currently not apply to the Group as its consolidated revenue is lower than EUR 750 million.
The Group continues to assess and monitor the potential future impact of the Pillar Two rules on its business. Based on the Group’s initial assessment, a portion of its future income in these jurisdictions may be subject to top-up tax under the new rules, noting that international shipping income is excluded from the calculation of GloBE income under Pillar Two, and certain other exclusions may also apply.
F- 14
Note 2
Basis of Presentation and other significant accounting policies
Continued from previous page
Impairment of non-financial assets
Management is responsible for the identification of internal and external indicators of impairment related to non-financial assets. If indicators of impairment are identified, an impairment test must be performed.
Impairment exists when the carrying amount of an asset including right-of-use assets or CGU exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value in use. The fair value less costs of disposal calculation is based on available sales transactions conducted at arm’s length terms, if available. The value in use calculation is based on a DCF model. The cash flows are derived from the budget and the most recent project pipeline. These cash flows do not include restructuring activities or significant future investments which will enhance the performance of the assets or CGU being tested.
The recoverable amount depends on the discount rate used in the DCF model as well as future cash in-flows and growth rate assumptions. For further information please refer to Note 13.
Material judgements
Identification of CGU for the purpose of goodwill impairment
For the purpose of testing the Group's vessels, the impairment test is performed on a vessel-by-vessel basis.
For the purpose of testing goodwill for impairment, management has assessed that Cadeler has two cash generating units (CGUs), being
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the transport and installation of offshore wind turbine generators and foundation installation vessels (WTGFIV) and |
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the maintenance of offshore wind turbine generators (OMV) |
The WTGFIV CGU is comprised of Cadeler’s O-Class vessels, Wind Peak and Wind Scylla, which are largely interchangeable, and the cash flows generated by them are interdependent. These vessels are operated collectively, employed interchangeably, and actively managed to meet the needs of our customers in that market. Given the technical specifications of vessels, the WTGFIV vessels are relatively homogenous with a very high degree of interoperability. The OMV CGU is comprised of the vessel Wind Zaratan, which has different specifications and independent and separable cash flows from the other vessels.
Revenue recognition
Judgement is performed when determining if a contract contains one or more performance obligations. Judgement is performed as complexities arise when multiple types of promises to the customer are bundled.
Evaluating the criteria for revenue recognition requires management's judgement to assess and identify performance obligations within the contract. This includes assessing the nature of performance obligations and whether they are distinct or should be combined with other performance obligations to determine whether the performance obligations are satisfied over time or at a point in time.
In contracts where many activities are bundled, judgement is applied in the determination of the most adequate recognition method and the most adequate measure of progress. Both of the judgements have a primary impact on the timing and amount of revenue to be recognised.
Evaluating the criteria for revenue recognition of contracts with customer requires management's judgement to assess and determine the following:
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Identification of performance obligations within the contract, including assessing their nature and determining whether they are distinct or should be combined, as well as whether they are satisfied over time or at a point in time. |
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Determine the transaction price, including an assessment of variable consideration in the contract. |
F- 15
Note 2
Basis of Presentation and other significant accounting policies
Continued from previous page
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In contracts where many performance obligation are bundled, the allocation of transaction price to performance obligations to determine the stand-alone selling price of each performance obligation identified in the contract using key assumptions which may include observable market and expected margin in the activities. |
Macroeconomic factors and climate risks
As part of our commitment to transparency and risk management, Cadeler recognises the significance of macroeconomic factors and climate risks in financial evaluations. These factors are integral to assessing the useful lives and residual values of assets and conducting Discounted Cash Flow (DCF) analyses for impairment testing. Operating within the offshore wind installation sector, Cadeler’s fleet supports the energy transition, a key driver of long-term demand.
Management has evaluated climate-related risks, including regulatory developments, technological advancements, and market shifts, and does not currently identify indicators requiring changes to our depreciation assumptions, residual values, or impairment outlook. Our vessels are designed to accommodate evolving industry requirements, mitigating the risk of obsolescence from climate policies or emissions regulations.
Cadeler’s assessment considers potential financial impacts of climate-related risks, including operational disruptions from extreme weather, supply chain vulnerabilities, and shifting industry standards. While climate risks could influence project timing or infrastructure investments, there is no evidence suggesting a material impact on asset valuations. The useful life of our vessels is reviewed regularly in light of emerging industry trends, and current market conditions support the expectation that our assets will continue to generate economic benefits as planned. Additionally, our ongoing investments in modern, upgradeable vessels enhance adaptability to future regulatory changes, further supporting our financial assumptions.
Beyond climate risks, Cadeler monitors broader macroeconomic conditions, including inflationary pressures, interest rate fluctuations, and geopolitical uncertainties that may impact operations. The international macroeconomic situation is currently characterized by material uncertainty, mainly due to the elevated levels of public debt in many of the leading global economies, increasing interest and inflation rates, the war in Ukraine, the imposition of sanctions against Russia, conflict in the Middle East, European energy crises and global supply-chain constraints. The energy sector remains subject to volatility due to regulatory shifts and economic developments, and we remain proactive in integrating these factors into financial evaluations. Through continuous assessment and review, we ensure that our accounting policies reflect a comprehensive understanding of macroeconomic and climate-related risks, maintaining a robust approach to financial reporting and impairment analyses. For more information on the risks to which Cadeler is exposed, refer to the Finance review.
Note 3
Revenue
Disaggregation of revenue from contracts with customers by activity
The following table provides information about disaggregated revenue.
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EUR’000 |
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2024 |
2023 |
2022 |
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Revenue disaggregation |
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Time charter services and transportation and installation services |
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Other revenue, including fees earned for early termination by customers of contracts |
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Total revenue |
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For the year ended 31 December 2024,the lease component, included within time charter services and transportation and installation services, amounts to EUR
F- 16
Note 3
Revenue
Continued from previous page
Cadeler Group's revenue for the year ended 31 December 2024 is allocated across regions, with
Contract assets and deferred revenue
Customers are typically invoiced on a monthly basis, when the vessels are on contract. Sometimes contracts will recognise revenue for work performed and it will be reported as a contract asset until it is invoiced. For more information about contract assets at the reporting period, refer to Note 16.
Deferred revenue relates to consideration received from customers for the unsatisfied performance obligations. Revenue will be recognised when the related services are provided to the customers, which is almost entirely within 12 months.
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EUR’000 |
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2024 |
2023 |
2022 |
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Beginning of financial year |
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Acquisition of businesses |
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— |
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— |
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Deferred during the period |
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Recognised as revenue during the period |
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(
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(
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(
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Exchange differences |
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— |
— |
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Total deferred revenue at end of period |
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Current |
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Non-current |
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Major customers
For the year ended 31 December 2024, revenue with 4 customers each exceeded 10% of total revenue. The revenue derived from these four customers was EUR
For the year ended 31 December 2023, revenue with three customers each exceeded 10% of total revenue. The revenue derived from these three customers was EUR
For the year ended 31 December 2022, revenue with two customers each exceeded 10% of total revenue. The revenue derived from these two customers was EUR
Operating segments and geographical information
The Group operates five windfarm installation vessels, which are viewed as one segment. The vessels operate in a global market and are often redeployed to different regions due to changing customers or contracts. Accordingly, we report our operations as a single reportable segment.
F- 17
Note 3
Revenue
Continued from previous page
Contract backlog
The Group’s order backlog as of 31 December 2024 amounts to EUR
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Within 1 |
After 1 |
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EUR million |
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year |
year |
Total |
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Contract backlog |
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Firm |
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Subject to exercise of counterparty options (non-contingent) |
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Subject to exercise of counterparty options (contingent) |
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Total as of 31 December 2024 |
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Firm |
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Subject to exercise of counterparty options (non-contingent) |
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Subject to exercise of counterparty options (contingent) |
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Total as of 31 December 2023 |
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Contract backlog as of 31 December 2022 |
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Firm |
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Subject to exercise of counterparty options (non-contingent) |
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Subject to exercise of counterparty options (contingent) |
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Total as of 31 December 2022 |
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Accounting policies
When accounting for revenue recognition, an assessment is performed on a contract-by-contract basis at contract inception.
Overall, the Group’s contracts with customers comprise:
| – | Revenue from time charter contracts and time charter related activities (referred to as time charter revenue) and |
| – | Revenue from transportation and installation activities (referred to as transportation and installation revenue stream). |
The Group’s accounting policies for each revenue stream are disclosed below.
Time charter revenue
Revenue from time charter hire services are contracts with customers where the Group utilises its vessels, equipment and crew to deliver a service to the customer based on either a fixed day rate or milestone deliverables. Contracts may also include other promises such as mobilisation and demobilisation, catering and accommodation.
Revenue from time charter contracts is generated from
F- 18
Note 3
Revenue
Continued from previous page
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1. |
Leasing of vessels |
The leasing component is recognised as revenue over time over the charter period. Payments from customers for the bareboat hire element are recognised over time in accordance with the length of the customer contract. Prepayments from customers for the leasing component are recognised as deferred revenue.
This lease components are classified as an operating lease, as such leases do not cover a significant part of the economic life of the vessels and the Group retains substantially all risks and rewards incidental to ownership of the vessels. Rental income from operating leases is recognised in profit or loss on an over time basis over the charter period and included in revenue as stated in the above section.
Initial direct costs incurred by the Group in negotiating and arranging operating leases are capitalised as other receivables and recognised as an expense in profit or loss over the lease term on the same basis as the lease income.
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Provision of services within wind farming projects, e.g. catering and accommodation, mobilisation, demobilisation and bunker services |
To determine revenue recognition for the service component of the time charter arrangements, the Group performs, in line with the requirements of IFRS 15, the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognise revenue when (or as) the entity satisfies a performance obligation.
Time charter revenue is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. At contract inception, once the service component within the time charter contract is determined to be within the scope of IFRS 15, the Group assesses the goods and services promised within each contract and identifies as a performance obligation each good or service that is distinct. Revenue is recognised in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
While the contracts contain several promises, these are usually considered highly interdependent and highly interrelated and as such considered as one single performance obligation recognised over time applying a relevant measure of progress. Assessment hereof is performed on a contract-by-contract basis.
Prepayments from customers for which the service component has yet to be provided are recognised as deferred revenue. Revenue is recognised as the service is being provided, being over the term of the related time charter contract. The Group recognises deferred contract costs for upfront costs of fulfilling a contract and present such as other receivables.
Time charter related activities
Bunker services
The Group is sometimes providing bunker services to help customers ensure that sufficient bunker is available to operate the vessels at the right time and in the right quality and quantity. As such, for certain projects the Group provides bunker procurement services and assumes responsibility for the logistics and handling of procured bunker.
F- 19
Note 3
Revenue
Continued from previous page
Management’s assessment of whether a principal or agent relationship exists is based upon whether the Group has the ability to control the goods before they are transferred to the customer. This assessment is performed on a contract-by-contract basis at contract inception and takes into account various factors such as whether the Group takes legal title of the bunker and has the ability to direct the use of the bunker.
Variable consideration related to time charter related activities
Variable consideration, for example in respect of weather days and extension of time, is constrained at contract inception to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Transportation Installation (TI) revenue
Revenue from TI represents contracts with customers where the Group utilises its vessels, equipment and crew to perform the transportation and installation of offshore wind turbine foundations as well as heavy lifting operations, decommissioning and planning and engineering.
Revenue from transportation and installation activities may, depending on the contract, represent one or more performance obligations.
Usually a fixed milestone payment schedule will be agreed upon. The transaction price may include variable elements, such as related to fuel, commodities, etc. Payment terms with customers are considered industry standard and do not include a significant financing component. To the extent possible, we obtain payment guarantees to minimise the credit risk during the contract term.
Revenue from TI contracts is generated from
To determine revenue recognition for TI service components, the Group performs in line with the requirements of IFRS 15 the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognise revenue when (or as) the entity satisfies a performance obligation. Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. At contract inception, once the TI contract is determined to be within the scope of IFRS 15, the Group assesses the goods and services promised within each contract and identifies as a performance obligation each good or service that is distinct. Revenue is recognised in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
In respect of TI service components, the following main promises apply:
| – | Planning and engineering, |
| – | Transport of monopiles and secondary steel from supply port to feeder port, |
| – | Installation of monopiles and secondary steel offshore, |
| – | Storage and handling at feeder port, |
| – | Warranty |
While the contracts contain several distinct promises, these are considered less interdependent and interrelated and as such are considered multiple performance obligations. Assessment hereof is performed on a contract-by-contract basis.
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Note 3
Revenue
Continued from previous page
Revenue is recognised over time as the service is being provided using a cost-to-cost method or straight-line recognition, depending on what better depicts the progress of each separate performance obligation. Prepayments from customers for which the service component has yet to be provided are recognised as deferred revenue and recognised as revenue over the period during which the services are performed.
TI related activities
Planning and engineering
The Group provides planning and engineering services to the customer. Such revenue is recognised over time based upon percentage-of-completion whereby total costs incurred to date are compared with total forecast costs at completion of the planning and engineering services.
Transportation of monopiles and secondary steel from supply port to feeder port
The Group is engaged with transportation of monopiles and secondary steel from supply port to feeder port. Such revenue is recognised over time based upon percentage-of-completion, whereby total time spend on transportation is compared with total forecast time at completion of the transportation.
Storage and handling at feeder port
The Group has been tasked with the storage and handling of the material used in the installation. Such revenue is recognised over time based upon percentage-of-completion whereby total time spend on storage is compared with total forecast time at completion of the storage.
Installation of monopiles and secondary steel offshore
The Group has been tasked with the installation of monopiles and secondary steel offshore. Such revenue is recognised over time based upon percentage-of-completion, whereby total costs incurred to date are compared with total forecast costs at completion of the planning and engineering services.
Warranty obligations
The Group provides warranties for the repair of defects which are identified during the contract and within a defined period thereafter. In general, all are assurance-type warranties, as defined within IFRS 15, which the Group recognises under IAS 37.
Variable consideration related to installation and transportation activities
Variable consideration, for example in respect of steel prices, bunker prices etc., is constrained at contract inception to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Lease and non-lease components of revenue
The service component of time charter contracts is primarily derived from crewing costs with a markup. The lease component is calculated by applying the bareboat charter to the on-hire days.
Deferred revenue
Payments received in advance and reservation fees are deferred and recognised as current liabilities if the service or leasing component are due within one year or less. Otherwise, they are presented as non-current liabilities. Deferred revenue is recognised as revenue in profit or loss over time over the period during which the related service is performed.
Contract cost
Incremental costs of obtaining a contract and certain costs to fulfil a contract to be recognised as an asset if certain criteria are met. Any capitalised contract costs assets are amortised on a systematic basis that is consistent with the transfer of the related goods or services to the customer.
F- 21
Contract backlog (as of reporting date)
The total value of all customer contracts, both firm and options, that are not yet recognised as revenue as of the reporting date, and includes all new contracts signed until the same reporting date of the annual or interim report. Firm days are counted at full committed amounts. Contract backlog in 2024 assumes
Note 4
Expenses by nature
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EUR’000 |
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Note |
2024 |
2023 |
2022 |
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Cost of sales |
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Right-of-use asset depreciation |
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14 |
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— |
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Insurance |
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Vessel depreciation |
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13 |
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Impairment of property, plant and equipment |
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13 |
— |
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— |
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Crewing costs paid to a related party and an external party |
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27 |
— |
— |
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Offshore employee compensation |
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6 |
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Fuel and oil |
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Maintenance |
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Messing costs |
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Seafarer travel |
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Specific charter costs |
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Utilities |
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Other operating expenses |
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Total cost of sales |
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Administrative expenses |
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Depreciation and amortisation |
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12, 13, 14 |
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Onshore employee compensation |
|
6 |
|
|
|
|
Repair and maintenance expenses |
|
|
|
|
|
|
Legal and professional fees |
|
|
|
|
|
|
Transaction costs |
|
|
— |
|
— |
|
Rental expenses |
|
|
|
|
|
|
Travel expense |
|
|
|
|
|
|
Marketing and entertainment expenses |
|
|
|
|
|
|
Other expenses |
|
|
|
|
|
|
Total administrative expenses |
|
|
|
|
|
Specific charter costs include the release of a provision for an onerous contract, amounting to EUR
Transaction costs in 2023 include all costs related to the business combination with Eneti, such as advisory, legal and consulting fees, which are included in administrative expenses.
Accounting policies
Cost of sales and administrative expenses
Cost of sales consists of expenses directly attributable to the Group’s core activities, including seafarers payroll, vessel depreciation, and the operation and maintenance of vessels.
Administrative expenses, which include administrative staff costs, share-based compensation, management costs, office expenses, business combination transaction costs and other administration related expenses, are expensed as they are incurred.
F- 22
Note 4
Expenses by nature
Continued from previous page
Auditor remuneration
Administrative expenses include fees to the auditors appointed by the shareholder at the Annual General Meeting:
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Statutory audit |
|
|
|
|
|
Other assurance services |
|
|
|
— |
|
Tax services |
|
|
|
|
|
Other services |
|
|
|
|
|
Total |
|
|
|
|
Statutory audit services consist of fees for professional services rendered by EY for the audit of our annual consolidated financial statements and services that are provided by the auditor in connection with statutory audit. For 2024, the fee includes services related to issuance of audit reporting on the design and operating effectiveness of the company's internal controls over financial reporting (SOX404b).
Other assurance services consist of review of interim financial information and, for 2023, include PCAOB re-audits for 2021 and 2022, as well as assurance reports in respect of pro-forma financial information in connection with regulatory filings.
Tax services consists of tax compliance services.
Other services consists of services provided for other permitted services, including fees for work performed in connection with the U.S. listing in December 2023.
F- 23
Note 5
Net other Operating Income and Expenses
Other operating income and expenses for 2024 primarily consist of management fees earned from the operation of third - party vessels.
|
EUR'000 |
|
2024 |
2023 |
2022 |
|
|
|
|
|
|
|
Other operating income |
|
|
|
— |
|
Other operating expenses |
|
(
|
(
|
— |
|
Net other operating income and expenses |
|
|
|
— |
Other operating income and expenses for 2023 includes the net gain from the sale of the main cranes and spare parts of both O-Class vessels. The contract signed for the sale of both main cranes states a purchase price of EUR
Accounting policies
Other operating income and expenses, include transactions not related to the operations of the Group, such as, gains and losses on sale of non-current assets, and is generally recognised when it is probable that the benefits and losses associated with the transaction will flow to the Company and if the significant risks and rewards have been transferred to the buyer (generally when the transaction is finalised).
Note 6
Employee compensation
|
Onshore - presented within administrative expenses |
|
|
|
|
|
|
EUR’000 |
|
Note |
2024 |
2023 |
2022 |
|
Wages and salaries |
|
|
|
|
|
|
Employer’s contribution to defined contribution plans |
|
|
|
|
|
|
Share based payment expense |
|
7 |
|
|
|
|
Other short-term benefits |
|
|
|
|
|
|
Total onshore employee compensation |
|
|
|
|
|
|
Average number of full time employees |
|
|
|
|
|
As of 31 December 2023, employee compensation includes EUR
Accounting policies
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
F- 25
Note 6
Employee compensation
Continued from previous page
Employee compensations include wages and salaries, including compensated absence and pensions, as well as other social security contributions made to the entity’s employees or public government authorities.
|
Offshore - presented within cost of sales |
|
|
|
|
|
|
EUR’000 |
|
Note |
2024 |
2023 |
2022 |
|
Wages and salaries |
|
|
|
|
|
|
Employer’s contribution to defined contribution plans |
|
|
|
|
|
|
Other short-term benefits |
|
|
|
|
|
|
Total offshore employee compensation |
|
|
|
|
|
|
Average number of full time employees |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
EUR’000 |
|
Note |
2024 |
2023 |
2022 |
|
Wages and salaries |
|
|
|
|
|
|
Employer’s contribution to defined contribution plans |
|
|
|
|
|
|
Share based payment expense |
|
7 |
|
|
|
|
Other short-term benefits |
|
|
|
|
|
|
Total employee compensation |
|
|
|
|
|
|
Average number of full time employees |
|
|
|
|
|
|
Number of employees at the end of the reporting period |
|
|
|
|
|
Eneti employees, both onshore and offshore, joined the Group by the end of December 2023. Thus, average number of full-time employees as of 2023 reflects the number of employees in Eneti divided by 12 months. Eneti had
Labour costs related to certain employees who are working on the management of the newbuilding process have been capitalised. These capitalised costs amounted to EUR
F- 26
Note 7
Long term incentive programmes
The following share-based long-term incentive programmes were in place as of 31 December 2024:
(i) In January 2022, the Executive Management and select employees were granted from
(ii) In January 2022, the Executive Management and select employees were granted from
For the programmes described in (i) and (ii) above, the annualised volatility of the shares of
(iii) In May 2022, the Executive Management and select employees were granted from
(iv) In January 2023, the Executive Management and select employees were granted from
(v) In August 2023, the Executive Management and select employees were granted from
(vi) In May 2024, the Executive Management was granted a total of
F- 28
Note 7
Long term incentive programmes
Continued from previous page
(vii) In May 2024, the Executive Management and select employees were granted from
Accounting policies
Share-based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised in employee benefits expenses, together with a corresponding increase in equity (retained earnings), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.
Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share in a loss situation only if loss per share decreases.
F- 29
Note 7
Long term incentive programmes
Continued from previous page
|
|
|
2024 |
2023 |
2022 |
|||||||||
|
|
|
Executive |
Other |
Executive |
Other |
Executive |
Other |
||||||
|
|
|
management |
employees |
management |
employees |
management |
employees |
||||||
|
Outstanding instruments – Options |
|
Number |
WAEP 1 |
Number |
WAEP¹ |
Number |
WAEP¹ |
Number |
WAEP 1 |
Number |
WAEP¹ |
Number |
WAEP 1 |
|
Outstanding at 1 January |
|
|
|
|
|
|
|
|
|
— |
— |
— |
— |
|
Granted during the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Exercised during the year |
|
— |
|
(
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Expired during the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Outstanding at 31 December |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
2023 |
2022 |
|||||||||
|
|
|
Executive |
Other |
Executive |
Other |
Executive |
Other |
||||||
|
|
|
management |
employees |
management |
employees |
management |
employees |
||||||
|
Outstanding instruments - RSU |
|
Number |
WAEP¹ |
Number |
WAEP¹ |
Number |
WAEP¹ |
Number |
WAEP¹ |
Number |
WAEP¹ |
Number |
WAEP¹ |
|
Outstanding at 1 January |
|
|
— |
|
— |
|
— |
|
— |
— |
— |
— |
— |
|
Granted during the year |
|
|
— |
— |
— |
|
— |
|
— |
|
— |
|
— |
|
Forfeited during the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Exercised during the year |
|
(
|
— |
(
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Expired during the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Outstanding at 31 December |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
1 EUR Weighted average exercise price (WAEP).
Note 8
Board of Directors and Executive Management Compensation
|
|
|
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
|
Board of |
Executive |
|
Board of |
Executive |
|
Board of |
Executive |
|
|
EUR’000 |
|
directors |
management |
Total |
directors |
management |
Total |
directors |
management |
Total |
|
Wages, salaries and board fees |
|
|
|
|
|
|
|
|
|
|
|
Share based payment |
|
— |
|
|
— |
|
|
— |
|
|
|
Other short-term benefits |
|
— |
|
|
— |
|
|
— |
|
|
|
Cash bonus |
|
— |
|
|
— |
|
|
— |
|
|
|
Total management compensation |
|
|
|
|
|
|
|
|
|
|
Executive Management
Executive Management means the members of the Executive Management which are registered with the Danish business authority and who also have the authority and responsibility for the planning, directing and controlling activities of the Company as defined by IAS 24. As such, Executive Management is considered Chief Operating Decision Makers (CODM) as defined by IFRS 8.
Board of Directors
Andreas Sohmen-Pao and Andreas Beroutsos are employed by the BW Group. These board members have not received remuneration from Cadeler in 2022, 2023 and 2024. Andreas Beroutsos stepped down from the Board with effect from 25 April 2023. On the same date, Andrea Abt joined the Board.
F- 31
Note 8
Board of Directors and Executive Management Compensation
Continued from previous page
David Peter Cogman is employed by the Swire Group and has not received remuneration from Cadeler in 2021, 2022 and 2023. David Peter Cogman stepped down from the Board with effect from 16 June 2023 along with Connie Hedegaard.
On 20 February 2024, Emanuele Lauro and James Nish joined the Board. Emanuele Lauro is the Director and Chief Executive Officer of Scorpio Holdings Limited considered a related party (See Note 27).
On 23 April 2024, Jesper T. Lok left the Board of Directors and Colette Cohen was elected to serve a
On 11 November 2024, Thomas Thune Andersen was elected as a new member of the Board of Directors.
Note 9
Financial Income and Expenses
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Foreign currency gain |
|
|
|
|
|
Fair value change of derivative (ineffectiveness) |
|
|
— |
|
|
Interest income |
|
|
|
|
|
Financial income |
|
|
|
|
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Interest expense |
|
|
|
|
|
– Interest linked to debt liabilities |
|
|
|
|
|
– Interest with related parties |
|
— |
— |
|
|
Guarantee charges |
|
|
— |
— |
|
Fair value change of derivative (ineffectiveness) |
|
— |
|
— |
|
Lease liabilities |
|
|
|
|
|
Foreign currency loss |
|
|
|
|
|
Bank fees |
|
|
|
|
|
Financial expenses |
|
|
|
|
Total interest paid in 2024 as per Consolidated Statement of Cash Flows amounts to EUR
Accounting policies
Finance income and expenses comprise interest income and expenses and realised and unrealised exchange rate gains and losses on transactions denominated in foreign currencies as well as fair value adjustments related to the ineffective part of the financial instruments.
Interest income and interest expenses are recognised using the effective interest rate. The effective interest rate is the discount rate that is used to discount expected future cash payments or receipts through the expected life of the financial asset or financial liability to the amortised cost (the carrying value) of such asset or liability.
F- 32
Note 10
Income Taxes
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Income tax expense |
|
|
|
|
|
Tax expense attributable to profit is made up of: |
|
|
|
|
|
Current tax |
|
(
|
— |
— |
|
Movement on deferred tax |
|
(
|
— |
— |
|
Total Income tax expense |
|
(
|
— |
— |
Tax expenses comprise the expected income tax charge for the year in accordance with IAS 12. The majority of the Group’s taxable income is generated from its vessel operating entities in Denmark and UK. The tax base of the Groups’ vessel assets is held by wholly owned subsidiaries located in Cyprus, UK and Japan. The Group routinely evaluates its exposure to local income taxes (Permanent Establishments) relating to its foreign operations which can result in additional current foreign taxes.
An expansion of the Danish tonnage tax regime to cover wind farm installation vessels was passed in January 2020 with retroactive effect from 2017, inclusive. On 15 December 2020, Cadeler A/S received a binding ruling from the Danish Tax Authorities. As a result, management has applied the Danish Tonnage Taxation since 2021.
The recorded tonnage tax expense for 2024 in Denmark and Cyprus amount to EUR
As announced in the UK Budget 2023, a ‘window of opportunity’ was created for entry to the UK Tonnage Tax regime. In November 2024, the UK subsidiary group elected to participate in the UK Tonnage Tax regime, effective on 1st January 2025. Entities within the UK subsidiary group that are not considered within the scope of the UK Tonnage Tax will continue to be subject to their local corporate tax regime.
The Group continues to assess the potential impact of the Pillar Two rules on future reporting periods. See Note 2 for further details.
|
EUR’000 |
|
2024 |
|
2023 |
|
2022 |
|
|
Effective tax rate |
|
|
|
|
|
|
|
|
Tax expense attributable to profit is made up of: |
|
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
|
|
|
DK corporation tax |
|
— |
|
— |
|
— |
|
|
UK corporation tax |
|
— |
|
— |
|
— |
|
|
TW corporation tax |
|
|
|
— |
|
— |
|
|
Deferred tax |
|
|
|
— |
|
— |
|
|
Income tax expense, reported |
|
|
|
— |
|
— |
|
|
Effective tax rate (%) |
|
|
% |
|
% |
|
% |
Accounting policies
Income tax
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.
F- 33
Note 10
Income Taxes
Continued from previous page
Deferred income tax is measured at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Current and deferred income taxes are recognised as income or expenses in profit or loss, except to the extent that the tax arises from a transaction which is recognised directly in equity.
Tonnage tax
Under the scheme, ship-owners (or bareboat charterers) pay a fixed tax amount per net tonne at their disposal rather than paying taxes based on taxable income, expenses, and depreciation. The Group has participated in the Danish scheme since 27 November 2020 and has joined the UK tonnage scheme, effective 1st January 2025.
As the vessels are owned and registered by subsidiaries in jurisdictions other than Denmark, the Group is also subject to tonnage taxation in such jurisdictions. This tonnage taxation is calculated based on a fixed tax amount per tonne.
This scheme is based on a notional income derived from tonnage capacity and not based on the entities' actual income and expenses, the Group does not consider the scheme to fall under the rules of IAS 12. Consequently, the tonnage tax expenses are not presented as part of tax expense in the statement of profit and loss, but are recognised under costs of sales.
Note 11
Earnings Per Share (EPS)
The following table reflects the income and share data used in the basic and diluted EPS calculations:
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Profit attributable to ordinary equity holders of the parent for basic earnings |
|
|
|
|
|
Thousands |
|
2024 |
2023 |
2022 |
|
Weighted average number of ordinary shares for basic EPS 1 |
|
|
|
|
|
Effect of dilution from share based payments programme |
|
|
|
|
|
Weighted average number of ordinary shares adjusted for the effect of dilution 1 |
|
|
|
|
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these consolidated financial statements.
1 The weighted average number of shares takes into account the weighted average effect of share based payments during the year.
The weighted average number of ordinary shares takes into account the weighted average effect of share-based payments during the period as well as issuance of shares in connection with private placement on 15 February 2024, resulting in the issuance of
Accounting policies
The Company calculates Basic EPS by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
F- 34
Note 11
Earnings Per Share (EPS)
Continued from previous page
Diluted EPS is calculated by dividing the profit attributable to ordinary holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
Note 12
Intangible Assets
|
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
EUR’000 |
|
Software |
Goodwill |
Total |
Software |
Goodwill |
Total |
Software |
|
Cost |
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
|
|
|
— |
|
|
|
Acquisition of businesses |
|
— |
— |
— |
— |
|
|
— |
|
Additions |
|
|
— |
|
|
— |
|
|
|
Disposals |
|
(
|
— |
(
|
— |
— |
— |
— |
|
Exchange differences |
|
|
|
|
— |
(
|
(
|
— |
|
31 December |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
— |
|
|
— |
|
|
|
Depreciation charge |
|
|
— |
|
|
— |
|
|
|
31 December |
|
|
— |
|
|
— |
|
|
|
Net book value |
|
|
|
|
|
|
|
|
Software additions during 2024 and 2023 are mainly related to developments of the Company’s software solutions.
Additions in 2022 primarily reflect developments of the Enterprise Resource Planning (ERP) system, as well as Vessel and Crew Management software.
Goodwill of EUR
Goodwill arising from the acquisition of Eneti is allocated to a single cash generating unit (CGU), being the transport and installation of offshore wind turbine generators and foundation installation vessels (WTGFIV) as it is from this CGU that the synergies are expected to arise.
The Company has performed an impairment test on the Group’s CGU. For more information related to impairment test please refer to Note 13.
Accounting policies
Goodwill is tested for impairment at least once a year or sooner if an impairment indication arises. Impairment testing is performed for each CGU to which goodwill is allocated, as determined by Management.
Intangible assets, such as software, are recognised at cost less accumulated depreciation and accumulated impairment losses. The cost of an intangible asset initially recognised includes its purchase price and any directly attributable costs necessary to prepare the asset for its intended use. Depreciation is calculated on a straight-line basis over the estimated useful life, which is
If the carrying amount of intangible assets exceeds the recoverable amount, an impairment loss is recognised in profit or loss. Goodwill impairment losses are not subsequently reversed.
F- 35
Note 13
Property Plant and Equipment
|
|
|
|
|
Other fixtures |
Assets under |
|
|
EUR’000 |
|
Vessels |
Dry dock |
and fittings |
Construction |
Total |
|
Cost 2024 |
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
Transfer from assets under construction |
|
|
|
— |
(
|
— |
|
Disposals |
|
(
|
— |
(
|
— |
(
|
|
Exchange differences |
|
|
|
|
|
|
|
31 December 2024 |
|
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
— |
|
|
Depreciation charge |
|
|
|
|
— |
|
|
Disposals |
|
(
|
— |
(
|
— |
(
|
|
Exchange differences |
|
(
|
(
|
|
— |
|
|
31 December 2024 |
|
|
|
|
— |
|
|
Net book value |
|
|
|
|
|
|
Additions during 2024 are mainly driven by newbuild P-Class vessels of EUR
Borrowing costs for 2024 have been capitalised for a total of EUR
|
|
|
|
|
Other fixtures |
Assets under |
|
|
EUR’000 |
|
Vessels |
Dry Dock |
and fittings |
Construction |
Total |
|
Cost 2023 |
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
|
|
|
Acquisition of businesses |
|
|
|
|
|
|
|
Additions |
|
|
— |
|
|
|
|
Disposals |
|
(
|
(
|
— |
— |
(
|
|
Exchange differences |
|
(
|
(
|
(
|
(
|
(
|
|
31 December 2023 |
|
|
|
|
|
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
— |
|
|
Depreciation charge |
|
|
|
|
— |
|
|
Disposals |
|
(
|
(
|
— |
— |
(
|
|
Impairment on disposal |
|
|
— |
— |
— |
|
|
Exchange differences |
|
(
|
(
|
(
|
— |
(
|
|
31 December 2023 |
|
|
|
|
— |
|
|
Net book value |
|
|
|
|
|
|
Due to the business combination with Eneti, the Group’s property, plant, and equipment increased by EUR
F- 37
Note 13
Property Plant and Equipment
Continued from previous page
Additions during 2023 were mainly driven by down payments of EUR
Borrowing costs for 2023 were capitalised for a total of EUR
Disposals during 2023 were mainly driven by the main cranes upgraded in both O-Class vessels, as well as impairment recognised. For further details, please refer to Note 5.
F- 38
Note 13
Property Plant and Equipment
Continued from previous page
|
|
|
|
|
Other fixtures |
Assets under |
|
|
EUR’000 |
|
Vessels |
Dry Dock |
and fittings |
Construction |
Total |
|
Cost 2022 |
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
|
|
|
Additions |
|
|
|
— |
|
|
|
Transfer from assets under construction |
|
|
|
— |
(
|
— |
|
31 December 2022 |
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
— |
|
|
Depreciation charge |
|
|
|
|
— |
|
|
31 December 2022 |
|
|
|
|
— |
|
|
Net book value |
|
|
|
|
|
|
Additions during 2022 were mainly driven by down payments for EUR
Borrowing costs for 2022 have been capitalised for a total of EUR
Impairment test on vessels and goodwill
The Company has identified neither internal nor external impairment indicators. However, on a voluntary basis and in connection with the annual impairment test of goodwill assigned to the WTGFIV CGU, Management performs an impairment test every year. For the purpose of testing the Group's vessels, the impairment test is performed on both a vessel-by-vessel and CGU basis, thereby also capturing the goodwill assigned to the WTGFIV CGU.
The Company is applying both fair value less costs of disposal (FVLCOD) to determine the arm’s length sale price of an asset at the date of impairment test and the value-in-use (VIU) method for estimating the expected future cash flows that the asset in the current condition will produce. The VIU method assumes the asset will be recovered principally through its continuing use.
The impairment test involves estimating both FVLCOD and VIU and comparing the higher amount to the asset’s carrying amount. The Group has two CGUs being the transport and installation of offshore wind turbine generators and foundations vessels (WTGFIV), comprising Cadeler’s O-Class vessels, Wind Peak and Scylla; and the maintenance of offshore wind turbine generators (OMV) cash-generating units, comprising Zaratan.
Goodwill arising from the acquisition of Eneti of EUR
Independent market values of each vessel
Cadeler
has obtained third-party broker assessment (level 3) of the vessels from at least
F- 40
Note 13
Property Plant and Equipment
Continued from previous page
|
|
|
|
|
|
|
|
|
Excess value (recoverable amount |
||||
|
EUR millions |
|
Broker valuation |
|
less carrying amount) |
||||||||
|
CGU |
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
WTGFIV |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OMV |
|
|
|
|
|
n/a |
|
|
|
— |
|
n/a |
|
Number of vessels |
|
|
|
|
|
— |
|
|
|
|
|
— |
The impairment assessment involves comparing net book values with broker valuations. The net book value is below the broker valuations, hence there is headroom both on a vessel-by-vessel basis and on CGU basis, although for the vessel Zaratan (OMV) the excess value is limited with the value-in-use calculation also not showing an impairment charge. Management assesses key inputs used in the independent evaluations to support no impairment indicators as explained below. Furthermore, management concludes that no reasonable possible change in assumptions applied while determining VIU for the OMV CGU would result in an impairment.
VIU calculation
As of December 2024, Management has prepared a value-in-use calculation both on a vessel-by-vessel basis and for the CGU's.
The discounted cash flow period has been calculated from the remaining useful life of the vessel as this is deemed most representative for the actual value of the vessels. Accordingly, the calculation has no terminal value with respect to the WTGFIV CGU.
The VIU is calculated based on cash flow projections in financial budgets and business plans as follows:
|
– |
From 2025 revenue is based on a combination of signed contracts (as captured in the order backlog disclosure in Note 3) and market estimated day rates and expected utilisation for vessels (using externally available information) and a yearly increase of
|
|
– |
OPEX includes expected 2025 levels (using internal forecasts) plus an increase for inflation of
|
The discount rate used in the calculation is based on a Weighted Average Cost of Capital (WACC) of
The calculation showed no indication of impairment as the future value of cashflows were higher than the carrying amount both on a vessel - by - vessel basis and for the CGU’s.
A sensitivity analysis was also undertaken assuming an increase or decrease in the WACC by
Newbuilds
As for the newbuilds vessels it is Management’s opinion that current signed contracts and the expected day rates in the future support the carrying amount and do not give any indication of potential impairment.
Accounting policies
Property, plant and equipment are recognised at cost less accumulated depreciation and accumulated impairment losses.
F- 41
Note 13
Property Plant and Equipment
Continued from previous page
The cost of an item of property, plant and equipment initially recognised includes its purchase price and any costs that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by Management.
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.
To keep performing their operational activity, the vessels have an obligation to go through drydock procedures every
Depreciation is calculated using the straight-line method to allocate their depreciable amounts over the assets’ estimated useful life. The estimated useful life is as follows:
|
|
|
|
Vessels and furnished equipment |
Up to
|
|
Drydock |
|
|
Cars |
|
|
Other fixtures and fittings |
|
The estimated useful life of the vessels of up to
Prior to their acquisition, Wind Orca and Wind Osprey, had already been in use for
More information can be found in Note 2.4 Material accounting judgements, estimates and assumptions with regards to acquired vessels trough the business combination.
The residual value, useful life, and methods of depreciation of property, plant, and equipment are reviewed at each financial year end and adjusted accordingly, if appropriate.
Borrowing costs
Borrowing costs are capitalised in accordance with IAS 23, where borrowing costs directly attributable to the construction of assets are capitalised until such a time as the asset is substantially ready for its intended use. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds, including fees for guarantees provided by related parties.
Impairment of non-financial assets
Property, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
F- 42
For the purpose of impairment testing of assets, recoverable amount (i.e. the higher of the fair value less cost to sell and the value in use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.
Note 13
Property Plant and Equipment
Continued from previous page
If the recoverable amount of the asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.
The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated depreciation) had
A reversal of impairment loss for an asset is recognised in profit or loss.
F- 43
Note 14
Right-of-Use Assets and Lease liabilities
Nature of the Group’s leasing activities
Office space
The Group leases office space for the purpose of office operations. In 2023, the company terminated the lease agreement for its former headquarters and signed a contract with Castellum Denmark, for a new location from 2024.
Warehouse facilities
The Group leases a warehouse facility located in the UK.
Leasehold equipment
In 2022, the Group started an agreement for the use of vessel equipment for a total contract value of EUR
|
|
|
Leasehold |
Warehouse |
|
|
|
EUR'000 |
|
equipment |
facilities |
Office space |
Total |
|
Cost 2024 |
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
|
|
Additions |
|
|
— |
|
|
|
Disposals |
|
(
|
(
|
— |
(
|
|
Exchange differences |
|
|
|
|
|
|
31 December 2023 |
|
|
— |
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
Beginning of financial year |
|
|
|
|
|
|
Depreciation charge |
|
|
|
|
|
|
Disposals |
|
(
|
(
|
— |
(
|
|
Exchange differences |
|
|
|
|
|
|
31 December 2024 |
|
— |
— |
|
|
|
Carrying amount |
|
— |
— |
|
|
|
|
|
Leasehold |
Warehouse |
Office |
|
|
EUR’000 |
|
equipment |
facilities |
space |
Total |
|
Cost 2023 |
|
|
|
|
|
|
Beginning of financial year |
|
|
— |
|
|
|
Acquisition of businesses |
|
— |
|
|
|
|
Exchange differences |
|
— |
(
|
(
|
(
|
|
31 December 2023 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
Beginning of financial year |
|
|
— |
|
|
|
Depreciation charge |
|
|
|
|
|
|
Exchange differences |
|
— |
(
|
(
|
(
|
|
31 December 2023 |
|
|
|
|
|
|
Carrying amount |
|
— |
|
|
|
F- 45
Note 14
Right-of-Use Assets and Lease liabilities
Continued from previous page
|
|
|
Leasehold |
Office |
|
|
EUR’000 |
|
equipment |
space |
Total |
|
Cost 2022 |
|
|
|
|
|
Beginning of financial year |
|
— |
|
|
|
Additions during the year |
|
|
|
|
|
31 December 2022 |
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
Beginning of financial year |
|
— |
|
|
|
Depreciation charge |
|
|
|
|
|
31 December 2022 |
|
|
|
|
|
Carrying amount |
|
|
|
|
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Lease liabilities at 1 January (current and non-current lease) |
|
|
|
|
|
Acquisition of subsidiaries |
|
— |
|
— |
|
Additions during the year |
|
|
— |
— |
|
Exchange differences |
|
|
(
|
— |
|
Cash paid for lease obligations |
|
(
|
(
|
(
|
|
Total lease liabilities at 31 December |
|
|
|
|
|
Current |
|
|
|
|
|
Non-current |
|
|
|
— |
Lease interest expenses recognised in profit and loss
a. Interest expense
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Interest expense on lease liabilities (vessels and office) |
|
|
|
|
b. Lease expense not capitalised in lease liabilities
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Short-term lease expense |
|
|
|
|
Total cash outflow for all leases in 2024, 2023 and 2022 were EUR
Accounting policies
Right-of-Use Assets
The Group recognises a right-of-use asset and lease liability at the date on which the underlying asset is available for use. Right-of-use assets are measured at cost, which comprises the initial measurement of lease liabilities using an incremental borrowing rate adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
The right-of-use asset is subsequently measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability.
Right-of-use assets are depreciated on a straight-line basis lease term.
F- 46
Note 14
Right-of-Use Assets and Lease liabilities
Continued from previous page
Right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. For more information related to impairment testing of assets please refer to Note 13.
Lease liabilities
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs. Utilisation lease fees can be classified as a variable fee.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
Short-term and low-value leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and low-value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term. Short-term and low-value leases consists of cars, coffee machines, office premises and AV equipment.
Note 15
Inventories
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Fuel and oil |
|
|
|
|
As of 31 December 2024, the Company's inventories include fuel and oil totalling EUR
As of 31 December 2023, the Company’s inventories include fuel and oil totalling EUR
Accounting policies
Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Inventory mainly covers fuel and oil.
F- 47
Note 16
Trade and Other Receivables
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Trade receivables from non-related parties |
|
|
|
|
|
Contract assets |
|
|
|
|
|
Receivables from related parties |
|
|
|
— |
|
Total trade receivables |
|
|
|
|
|
|
|
|
|
|
As of 31 December 2024, the Company’s receivables include contract assets totalling EUR
million, a significant increase from EUR
The balance of other receivables includes contract fulfilment costs amounted to EUR
The table below outlines movements in contract assets during the year:
|
EUR’000 |
|
2024 |
|
2023 |
|
2022 |
|
Contract assets at 1 January |
|
|
|
|
|
|
|
Acquisition of businesses |
|
|
|
|
|
|
|
Recognised during the period |
|
|
|
|
|
|
|
Transfer to receivables |
|
(
|
|
(
|
|
(
|
|
Exchange differences |
|
(
|
|
— |
|
— |
|
Total contract assets at 31 December |
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Non-current |
|
— |
|
— |
|
— |
Expected credit loss on trade receivables
The Group has historically only experienced immaterial losses on trade receivables, if any. Further, a material part of the cash flows in the contracts are prepayments received up front.
The Group’s assessment remains consistent with its past practices. Although some positions may transition to 30 days overdue, our overall position on credit risk management remains unchanged. This assessment is supported by historical data, a select group of reliable debtors, and our outlook for the future.
Accounting policies
Financial assets
The classification of financial assets depends on the Group's business model for managing the financial assets as well as the contractual terms of the cash flows of the respective financial assets.
(i) At initial recognition: the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
(ii) At subsequent measurement: financial assets of the Group mainly comprise of cash and bank balances, trade receivables and other current assets.
F- 48
Note 16
Trade and Other Receivables
Continued from previous page
Interest income from these financial assets are recognised using the effective interest rate method.
The Group assesses on a forward - looking basis the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivables, the Group applied the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
|
|
|
Trade |
Contract |
Expected |
|
|
EUR’000 |
|
receivables |
assets |
loss |
Total |
|
31 December 2024 |
|
|
|
|
|
|
Not due |
|
|
|
— |
|
|
Overdue 1-30 days |
|
— |
— |
— |
— |
|
Overdue 31 to 60 days |
|
|
— |
— |
|
|
Overdue +61 days |
|
|
— |
— |
|
|
Total |
|
|
|
— |
|
|
31 December 2023 |
|
|
|
|
|
|
Not due |
|
|
|
— |
|
|
Overdue 1-30 days |
|
|
— |
— |
|
|
Overdue 31 to 60 days |
|
|
— |
— |
|
|
Overdue +61 days |
|
|
— |
— |
|
|
Total |
|
|
|
— |
|
|
31 December 2022 |
|
|
|
|
|
|
Not due |
|
|
|
— |
|
|
Overdue 1-30 days |
|
|
— |
— |
|
|
Overdue 31 to 60 days |
|
— |
— |
— |
— |
|
Overdue +61 days |
|
— |
— |
— |
— |
|
Total |
|
|
|
— |
|
Note 17
Prepayments
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Prepayments |
|
|
|
|
Prepayments include deferred costs like bank loan fees, commitment fees of uncommitted facilities, annual insurance premiums and annual software subscriptions.
F- 49
Note 18
Cash and cash equivalents
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Cash at bank and on hand |
|
|
|
|
The Company is holding cash by 31 December 2024 with the intention of paying asset under construction related instalments in the first half of 2025.
The balance of cash at bank includes restricted cash amounted to EUR
Accounting policies
Cash and cash equivalents consist of cash offset by short-term bank overdrafts, as they are considered an integral part of the Group’s cash management.
Cash and cash equivalents are measured at amortised cost.
F- 50
Note 19
Statement of Cash Flows specifications
|
EUR’000 |
|
Note |
|
2024 |
|
2023 |
|
2022 |
|
Adjustments of non-cash items |
|
|
|
|
|
|
|
|
|
Depreciation and amortisation |
|
121,314 |
|
|
|
|
|
|
|
Impairment of fixed assets |
|
13 |
|
— |
|
|
|
— |
|
Non-cash disposals of property, plant and equipment and intangible assets |
|
1,213 |
|
|
|
— |
|
— |
|
Other operating income and expenses, net |
|
5 |
|
— |
|
(
|
|
— |
|
Finance income |
|
9 |
|
(
|
|
— |
|
— |
|
Interest expenses |
|
9 |
|
|
|
|
|
|
|
Finance costs |
|
9 |
|
|
|
— |
|
— |
|
Income tax expense |
|
1,264 |
|
— |
|
— |
|
|
|
Fair value change of derivative instruments through profit or loss |
|
9 |
|
(
|
|
|
|
— |
|
Share-based payment expenses |
|
|
|
|
|
|
|
|
|
Total adjustments of non-cash items |
|
|
|
|
|
|
|
|
|
Changes in working capital |
|
Note |
|
2024 |
|
2023 |
|
2022 |
|
Inventories |
|
|
|
|
|
(
|
|
(
|
|
Trade receivables, contract assets, prepayments and other receivables |
|
|
|
(
|
|
|
|
(
|
|
Trade and other payables |
|
|
|
|
|
(
|
|
|
|
Provisions |
|
|
|
(
|
|
— |
|
— |
|
Receivables from related parties |
|
|
|
|
|
— |
|
— |
|
Payables to related parties |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
— |
|
— |
|
Deferred revenue |
|
|
|
|
|
|
|
(
|
|
Net change in working capital |
|
|
|
(
|
|
|
|
(
|
Note 20
Provisions, Trade and Other Payables
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Trade and other payables: |
|
|
|
|
|
Trade payables |
|
|
|
|
|
Other payables |
|
|
|
|
|
Total trade and other payables |
|
|
|
|
The increase in other payables is attributed to year-end activity and timing in payments processing.
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Provisions at 1 January: |
|
|
— |
— |
|
Acquisition of businesses |
|
— |
|
— |
|
Utilised during the year |
|
(
|
— |
— |
|
Reversed during the year |
|
(
|
— |
— |
|
Exchange differences |
|
|
(
|
— |
|
Total provisions at 31 December |
|
|
|
— |
|
Current |
|
|
|
— |
|
Non-current |
|
— |
|
— |
The provisions relate to an onerous contract. For additional information, please refer to Note 4
F- 52
Note 20
Provisions, Trade and Other Payables
Continued from previous page
Accounting policies
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year, which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business, if longer). Otherwise, they are presented as non - current liabilities. Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost, using the effective interest method.
A provision is recognised for certain contracts with customers for which the unavoidable costs of meeting the performance obligations exceed the economic benefits expected to be received. It is anticipated that these costs will be incurred in the next financial year .
Note 21
Deferred Income Taxes
Deferred tax charge
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes as per IAS12. Deferred tax is calculated at the income tax rates which are expected to apply in the period when the liability is settled or the asset is realized, based on the laws which have been enacted or substantially enacted at the balance sheet date. The deferred tax is charged through the income statement except when it relates to other comprehensive income items.
Deferred tax assets and liabilities
The Group has unrecognised deferred tax assets in Denmark and UK, amounting to EUR
The Group has a deferred tax liability relating to the ownership of the Wind Zaratan vessel in Japan due to temporary timing differences between the carrying amount and tax base of the vessel (2024: EUR
For accounting policies on deferred taxes, please refer to Note 10.
|
EUR’000 |
|
2024 |
|
2023 |
|
2022 |
|
Reconciliation of deferred tax liabilities, net |
|
|
|
|
|
|
|
1 January |
|
|
|
— |
|
— |
|
Acquisition of businesses |
|
— |
|
|
|
— |
|
Movements during the year |
|
|
|
— |
|
— |
|
Exchange differences |
|
|
|
(
|
|
— |
|
31 December |
|
|
|
|
|
— |
F- 53
Note 22
Issued Share Capital
|
|
|
No. of shares |
|
|
EUR’000 |
|
(in thousands) |
Total |
|
Beginning of financial year 2022 |
|
|
|
|
Issued in May 2022 for capital increase |
|
|
|
|
Issued in October 2022 for capital increase |
|
|
|
|
End of financial year 2022 |
|
|
|
|
Issued in December 2023 for capital increase |
|
|
|
|
End of financial year 2023 |
|
|
|
|
Issued in February 2024 for capital increase |
|
|
|
|
Issued in June 2024 for capital increase |
|
|
|
|
End of financial year 2024 |
|
|
|
As of 1 January 2024, the Group had share capital amounting to DKK
On 15 February 2024, the Company completed a private placement, resulting in the issuance of
On 26 June 2024, the Company completed a capital increase of EUR
All shares have equal rights.
Treasury shares
On 4 July 2024, the Company completed the share buy - back program to fulfil share - based incentive obligations resulting in the repurchase of
Accounting policies
Ordinary shares are classified as equity. When there is a capital increase through the issuance of new shares, these shares are recorded at their nominal value.
Share premium reserve signifies the capital contributed by investors exceeding the nominal value of the shares issued, net of any incremental costs directly associated with the issuance of new shares.
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in equity.
F- 54
Note 23
Financial Risk Management
Financial risk factors
The Group’s activities expose it to market risk, including currency risk and interest rate risk, credit risk and liquidity risk.
The financial risk management of the Group is performed by the Management of Cadeler and overseen by the Board of Directors and Audit Committee. The fair value of the Group's financial assets and liabilities as of 31 December 2024 does not deviate materially from the carrying amounts as of 31 December 2024.
Quantitative and qualitative disclosures about market risk
Currency risk
The Group’s business is exposed to the Danish Kroner (“DKK”), Norwegian Kroner (“NOK”), British Pound Sterling (“GBP”), United States Dollar (“USD”), New Taiwan Dollar (“TWD”), and Japanese Yen (“JPY”), as certain operating expenses are denominated in these currencies. The Company will look to use financial instruments to reduce currency risk when there is significant liability or income in a non-EUR or DKK-denominated currency and there is a cost-effective solution.
The functional currency of Cadeler A/S is EUR, while the largest currency exposure of the Group is the future instalments for the new P, A, and M class vessels, denominated in USD, amounting to USD
The Group holds cash balances in USD. If the USD:EUR exchange rate deteriorated by
The Group holds cash balances in GBP. If the GBP:EUR exchange rate deteriorated by
As the DKK is pegged to EUR, no material currency risk has been identified against the DKK even though the Cadeler Group has costs denominated in DKK. As of 31 December 2024, the Cadeler Group did not have any material NOK, JPY, or TWD cash holdings.
Currency risk associated with other financial instruments denominated in different currencies is limited and therefore excluded from the analysis.
Interest rate risk
The Group’s current exposure to the risk of changes in market interest rates relates primarily to the Green Corporate Facility, the P-Class facility, M-Class facility and Holdco facility. More details can be found in Note 24 with regard to the hedging instruments used to mitigate this risk.
The Green Corporate Facility and Holdco facility are based on a EURIBOR 3M interest rate plus a margin. The EURIBOR interest rate has a floor of
If the EURIBOR interest rate increased
Management and the Board of Directors will evaluate the potential cost and benefits of fixed interested rate borrowings on an ongoing basis.
F- 55
Note 23
Financial Risk Management
Continued from previous page
Credit risk
Risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group adopts the following policy to mitigate credit risk.
For banks and financial institutions, the Group mitigates its credit risks by transacting only with counterparties who are rated “A” and above by independent rating agencies.
The Group adopts the policy of dealing only with customers of appropriate history and obtaining sufficient security where appropriate to mitigate credit risk. The Group adopts stringent procedures on extending credit terms to customers and on the monitoring of credit risk.
These credit terms are normally contractual, and credit policies spell out clearly the guidelines on extending credit to customers, including monitoring the process and using related industry’s practices as reference. This includes assessment and valuation of customers’ credit reliability and periodic review of their financial status to determine the credit limits to be granted. Customers are also assessed based on their historical payment records. Where necessary, customers may also be requested to provide security or advance payment before services are rendered.
Related party credit risk is managed by the Executive Management of Cadeler and overseen by the Board of Directors.
The maximum exposure to credit risk is the carrying amount of trade receivables and other receivables, receivables from group entities and cash and bank balances presented on the balance sheet.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit losses (“ECLs”) associated with its financial assets which are trade and other receivables, cash and bank balances and contract assets. Financial assets are written-off when there is no reasonable expectation of recovery, such as a non-related debtor failing to engage in a repayment plan with the Group.
Where receivables have been written-off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss. As of this date, no receivables have been written off.
The Group has applied the simplified credit loss approach by using the provision matrix to measure the lifetime expected credit losses for trade receivables from customers. To measure the expected credit losses, the Group grouped receivables based on shared credit characteristics and days past due.
Trade receivables from external customers that are neither past due nor impaired are with creditworthy companies. Based on the provision matrix, the trade receivables from external customers are subject to immaterial credit loss. Refer to Note 16 for analysis of expected credit loss on trade receivables and contract assets.
For cash and bank balances and other receivables that are measured at amortised cost, the Group has considered these financial assets as low credit risk. Cash and bank balances are mainly deposits with banks who have high credit ratings as determined by international credit rating agencies. As of 31 December 2024, cash and bank balances and other receivables are subject to immaterial credit loss. There is
Liquidity risk
The Group manages liquidity risk by maintaining sufficient cash and available funding through committed credit facilities to enable it to meet its operational requirements and instalments for the newbuild vessels signed.
F- 56
Note 23
Financial Risk Management
Continued from previous page
The Cadeler Group’s management anticipates seeking further debt financing in connection with milestone payments for the delivery of the third A-Class New Build. Please refer to Note 25 for a detailed disclosure of the current facilities of the Group.
The following maturity table shows the contract obligation for the construction of the newbuilds vessels.
|
|
|
Less than |
Between |
Between |
|
|
Millions |
|
1 year |
1 and 2 years |
2 and 5 years |
Total |
|
2024 |
|
|
|
|
|
|
Obligation in USD |
|
|
|
|
|
|
Obligation in USD (in EUR) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligation in EUR |
|
|
|
— |
|
|
Total obligations (in EUR) |
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
Obligation in USD |
|
|
|
|
|
|
Obligation in USD (in EUR) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligation in EUR |
|
|
|
|
|
|
Total obligations (in EUR) |
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
Obligation in USD |
|
— |
|
|
|
|
Obligation in USD (in EUR) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Obligation in EUR |
|
|
|
|
|
|
Total obligations (in EUR) |
|
|
|
|
|
1 Of the total obligations due within the next year, EUR
F- 57
Note 23
Financial Risk Management
Continued from previous page
The table below analyses the maturity profile of the financial liabilities of the Company based on contractual undiscounted cash flows excluding newbuild payments.
|
|
|
Less than |
|
Between |
|
Between |
|
|
|
EUR’000 |
|
1 year |
|
1 and 2 years |
|
2 and 5 years |
|
Total |
|
2024 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
— |
|
— |
|
|
|
Payables to Related parties |
|
|
|
— |
|
— |
|
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
Debt to credit institutions |
|
|
|
|
|
|
|
|
|
Derivatives |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
— |
|
— |
|
|
|
Payables to Related parties |
|
|
|
— |
|
— |
|
|
|
Lease liabilities |
|
|
|
|
|
— |
|
|
|
Debt to credit institutions |
|
|
|
— |
|
|
|
|
|
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
— |
|
— |
|
|
|
Payables to Related parties |
|
|
|
— |
|
— |
|
|
|
Lease liabilities |
|
|
|
— |
|
— |
|
|
|
Debt to credit institutions |
|
|
|
— |
|
|
|
|
|
Derivatives |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in debts to credit institutions during the year
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Debt to credit institutions at 1 January |
|
(
|
(
|
(
|
|
Overdraft facility drawn |
|
— |
— |
(
|
|
Loans repayment |
|
|
|
|
|
Overdraft repayment |
|
— |
— |
|
|
New loan |
|
(
|
(
|
(
|
|
New loan fees |
|
|
|
|
|
New loan interest |
|
(
|
— |
— |
|
Non cash interest |
|
|
— |
— |
|
Write off of loan fees |
|
— |
(
|
(
|
|
Others |
|
— |
— |
(
|
|
Debt to credit institutions at 31 December 2024 |
|
(
|
(
|
(
|
Capital management
The Company’s objectives when managing capital are to ensure the Company’s ability to continue as a going concern and to maintain an optimal capital structure.
F- 58
Note 23
Financial Risk Management
Continued from previous page
In order to achieve this overall objective, the Company’s capital management, among other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest-bearing loans and borrowing in the current period.
In order to maintain or adjust the capital structure in the future, the Group may adjust the amount of dividends paid to shareholders, issue new shares and/or sell assets to reduce debt. Pursuant to the Green Corporate Facility, the Company is not permitted to pay any dividends or other distributions without DNB Bank ASA’s written consent.
Fair value measurement
The Group measures derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date.
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
In measuring the fair value of unlisted derivative financial instruments and other financial instruments for which there is no active market, fair value is determined using generally accepted valuation techniques. Market-based parameters such as market-based yield curves and forward exchange prices are used for the valuation.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Financial instruments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. Valuation techniques applied are primarily based on marked-based inputs of the instruments. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
F- 59
Note 23
Financial Risk Management
Continued from previous page
The table below shows the fair value measurement of the Group’s assets and liabilities:
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Derivative assets measured at fair value |
|
|
|
|
|
Interest from IRS recycled through OCI |
|
|
— |
— |
|
Interest rate swap |
|
|
|
|
|
FX forward contracts |
|
|
— |
— |
|
FX Option collars |
|
|
— |
— |
|
Time value of FX Option collars through OCI |
|
|
— |
— |
|
Derivatives ineffective hedges |
|
— |
— |
|
|
Total derivative assets |
|
|
|
|
|
Derivative liabilities measured at fair value |
|
|
|
|
|
Interest rate swap |
|
|
|
|
|
FX forward contracts |
|
— |
|
|
|
FX Option collars |
|
— |
|
— |
|
Time value of FX Option collars through OCI |
|
|
|
— |
|
Derivatives ineffective hedges |
|
(
|
|
— |
|
Total derivative liabilities |
|
|
|
|
As of 31 December 2024, the fair value of the derivative assets amounted to EUR
As of 31 December 2024, derivatives measured at fair value through profit or loss amounted to EUR
The fair value hierarchy for the above derivative financial instruments is Level 2.
Note 24
Derivative Financial Instruments
Hedge accounting
The Group uses forward exchange contracts, including options (collars), and interest rate swap contracts to hedge currency risks and interest risk regarding highly probable future cash flows and designates them as cash flow hedges subject to meeting the criteria for application of cash flow hedging.
The hedging ratios are determined as the notional value of the instrument divided by the notional value of the hedge item. The Group seeks to establish hedge relationships with a hedging ratio of
F- 60
Note 24
Derivative Financial Instruments
Continued from previous page
The table below shows the movement in the reserve for cash flow for hedging, listed by the hedged risk.
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Fair Value change of Cash flow hedges |
|
|
|
|
|
Cumulative fair value change at 1 January |
|
(
|
|
— |
|
Fair value adjustment at year-end, net |
|
|
(
|
|
|
Items recycled at year-end, net |
|
|
(
|
|
|
Time value adjustment at year-end, net |
|
|
(
|
— |
|
Cumulative fair value change at 31 December |
|
|
(
|
|
|
The fair value of cash flow hedges at 31 December can be specified as follows: |
|
|
|
|
|
Interest rate risk hedging |
|
(
|
(
|
|
|
Foreign currency risk hedging |
|
|
(
|
(
|
|
Foreign currency risk hedging - time value |
|
|
(
|
— |
|
Cumulative fair value change at 31 December |
|
|
(
|
|
Interest rate risk
The Group entered into interest rate swap contracts with its main bank and related these to the Green Corporate Facility, P-Class facility and future loans to finance the purchase of the newbuilds. More details can be found in Note 25 with regard to of the current debt facilities of the Group related to the interest rate swaps.
The interest rate risk arising from the loans has been partially swapped from 3M EURIBOR to a fixed rate. The credit facilities expand the exposure of the Group to changes in the 3M EURIBOR rate.
The average fixed rate of the swaps is
Another portion of the exposure has been hedged by entering into interest rate swap contracts with cap and floor. The average fixed rate of the cap/floor swaps falls between
The economic relationship is established as a match of critical terms between the hedge item and hedge instrument. The Group has assessed the following terms when entering into the hedge relationship:
|
– |
Instalments on the facilities. |
|
– |
Payment date of interest and instalment. |
|
– |
Timing difference in the maturity of the hedge item and hedge instrument. |
The expected causes of hedging ineffectiveness relate to:
|
– |
Changes to the expected date of delivery of the vessels. |
|
– |
3M EURIBOR rate falling below
|
F- 61
Note 24
Derivative Financial Instruments
Continued from previous page
The below table shows the profile of the nominal amount of the interest rate swaps and the fair values.
|
|
|
Less than 1 |
Between 1 |
Between 2 |
More than |
Fair value EUR’000 |
|
|
Notional amount EUR’000 |
|
year |
and 2 years |
and 5 years |
5 years |
Asset |
Liability |
|
2024 |
|
|
|
|
|
|
|
|
IRS – EURIBOR 3M |
|
— |
— |
|
|
|
(
|
|
2023 |
|
|
|
|
|
|
|
|
IRS – EURIBOR 3M |
|
— |
— |
|
— |
— |
(
|
|
2022 |
|
|
|
|
|
|
|
|
IRS – EURIBOR 3M |
|
— |
— |
|
— |
|
(
|
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Movements in the hedging reserve |
|
|
|
|
|
Beginning of year |
|
(
|
|
— |
|
Fair value adjustment for the year |
|
(
|
(
|
|
|
Items recycled for the year |
|
|
(
|
|
|
End of year |
|
(
|
(
|
|
Foreign currency risk hedging
As a result of the contracts signed with Cosco and Hanwha for the construction of the Newbuilds, the Group is exposed to change in foreign exchange currency risk due to the instalments being in USD whereas the functional currency is EUR. The last instalments shall be payable upon delivery of the vessels.
The currency exposure arising from the contracts has been swapped to EUR at an average USD:EUR rate of
Another portion of the exposure to fluctuations in the future exchange rate has been hedged by entering into
The economic relationship is established as a match of critical terms between the hedge item and hedge instrument. The Group has assessed the following terms when entering the hedge relationship:
|
– |
Payment date of instalment in foreign currency. |
|
– |
Maturity of the hedged item and hedged instruments (forward contract and option collars). |
F- 62
Note 24
Derivative Financial Instruments
Continued from previous page
The expected causes of hedging ineffectiveness relate to changes to the expected date of delivery of the vessel. The below table shows the profile of the nominal amount of the foreign currency forward contracts and option collars and the fair values.
|
|
|
Less than 1 |
Between 1 |
Between 2 |
Fair value EUR’000 |
|
|
Notional amount USD’000 |
|
year |
and 2 years |
and 5 years |
Asset |
Liability |
|
2024 |
|
|
|
|
|
|
|
FX forward contracts |
|
|
|
— |
|
— |
|
Option collars |
|
|
|
— |
|
(
|
|
2023 |
|
|
|
|
|
|
|
FX forward contracts |
|
|
|
— |
— |
(
|
|
Option collars |
|
— |
|
|
— |
(
|
|
2022 |
|
|
|
|
|
|
|
FX forward contracts |
|
— |
|
— |
— |
(
|
|
Option collars |
|
— |
— |
— |
— |
— |
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Movements in the hedging reserve |
|
|
|
|
|
Beginning of year |
|
(
|
(
|
— |
|
Fair value adjustment for the year - FX forward contracts |
|
|
(
|
(
|
|
Fair value adjustment for the year - Option collars |
|
|
(
|
— |
|
Items recycled for the year |
|
|
— |
— |
|
Time value adjustment for the year |
|
|
(
|
— |
|
End of year |
|
|
(
|
(
|
Accounting policies
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and subsequently remeasured at fair value over profit and loss. Derivatives are carried as financial assets, presented under derivative assets, when the fair value is positive and as financial liabilities, presented under derivative liabilities, when the fair value is negative.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship and the risk management objective and strategy for undertaking the hedge.
Changes in the fair value of derivative financial instruments designated as cash flow hedges are recognised in other comprehensive income and presented under “Hedging reserves” (equity). Where the expected future transactions result in the acquisition of non-financial assets, any amounts deferred under equity are transferred from equity to the cost of the asset. Where expected future transactions result in income or expense, amounts deferred under equity are transferred from equity to the statement of profit and loss in the same item as the hedged transaction as a reclassification adjustment. Further, the entity may transfer the cumulative fair value change recognised within equity upon derecognition of the hedged item.
Changes in the fair value of derivative financial instruments not designated as hedges are recognised in the statement of profit and loss. Certain borrowing facilities when undrawn do not qualify for hedge accounting. Changes in the fair value of these derivative financial instruments are therefore recognised in the statement of profit and loss under “Financial income” or “Financial expenses” for interest rate swaps.
The amount included in the hedging reserve is the lower of, in absolute amounts, of the cumulative fair value adjustment of the hedging instrument and the hedged item. Ineffectiveness is recognised in the consolidated statement of profit and loss. Cost of hedging reserves include the time value of options. These costs are recognised separately in Other Comprehensive Income (OCI) and are amortised over the life of the hedging instrument, in accordance with the specific hedging relationship. If the hedge is discontinued, any unamortised cost of hedge is recognised immediately in profit or loss.
F- 63
Note 25
Financial Liabilities: Interest-bearing Loans and
Borrowings
|
As of 31 December 2024 |
|
|
|
|
Committed (EUR millions) |
|
Related derivatives contracts |
||
|
|
|
|
|
|
|
|
|
|
IRS nominal |
|
EUR Millions |
|
Interest rate |
Maturity |
Covenants |
Utilised |
Repayments |
Unutilised |
Average IRS rate |
(EUR millions) |
|
Secured |
|
|
|
|
|
|
|
|
|
|
Green Corporate Facility (RCF + term loan) |
|
3 months EURIBOR +
|
2031 |
Yes - refer to page 213 |
|
(
|
|
|
|
|
Green Corporate Facility - Guarantee |
|
|
2026 |
|
|
— |
|
|
|
|
Total Green Corporate Facility |
|
|
|
|
|
(
|
|
|
|
|
P-Class Facility¹ |
|
3 months EURIBOR +
|
2035 |
Yes - refer to page 213 |
|
(
|
|
|
|
|
M-Class Facility I II |
|
3 months EURIBOR +
|
2035 |
Yes - refer to page 213 |
— |
— |
|
|
|
|
Unsecured |
|
|
|
|
|
|
|
|
|
|
HoldCo Facility |
|
3 months EURIBOR +
|
2028 |
Yes - refer to page 213 |
|
— |
— |
|
|
|
Total (excluding Guarantee facility) |
|
|
|
|
|
|
|
|
|
Green Corporate Facility (formerly referred to as “New debt Facility”)
On 29 June 2022, the Company entered into a Senior Secured Green Revolving Credit Facility (“RCF”) of a
term loan of EUR
In connection with the Business Combination, on 7 December 2023 the Company entered into a new senior secured credit and guarantee facilities (the "Green Corporate Facility") of up to EUR
On 6 August 2024, the Group achieved an extension of the RCF - B to 19 June 2027 and the increase from EUR
The Company has utilised EUR
F- 64
Note 25
Financial Liabilities: Interest-bearing Loans and
Borrowings
Continued from previous page
In 2023, the Group repaid the outstanding amounts of Eneti’s previous Credit Facility, which amounted to USD
At the end of the reporting period, EUR
Holdco Facility
On 15 November 2023, the Group entered into an unsecured Holdco Facility in an aggregate amount of EUR
On 7 February 2024, the Group secured additional capital, increasing the Holdco Facility from EUR
M-Class Facility I II
On 16 August 2024, the Company successfully refinanced the USD
P-Class Facility
Further, Cadeler A/S and
On 12 August 2024, the Company has drawn EUR
Covenants
The Group debt facilities include the following covenants:
All debt facilities
| - |
Minimum Free Liquidity: Freely available cash and cash equivalents of i) the higher of EUR
or
|
| - |
Equity Ratio: The ratio of book equity to total assets at all times to be minimum
|
F- 65
Note 25
Financial Liabilities: Interest-bearing Loans and
Borrowings
Continued from previous page
| - |
Working capital: the working capital shall be higher than zero (
|
| - | Minimum security value (loan – to - value for individual debt facilities). |
Additional items included in Green Corporate Facility
| - |
if at any reported quarter the aggregated loans exceed
|
Additional items included in Holdco Facility
| - | the Group is subject to a debt service coverage ratio where cash flow available for debt service (including available liquidity covering cash, cash equivalents and undrawn Green Corporate Facility) at the Parent Company must be above Debt service cash flow related to the Holdco Facility (2:1). |
Additional items included in M-Class Facility I II
| - | the Group is required to maintain a certain number of the employees in Denmark. |
All covenants are tested half-yearly, at 30 June and 31 December. The Group is in compliance with all covenants.
As of the reporting date, M-Class facility I II remain unutilised. Given their non-utilisation, no assessment of compliance with associated covenants has been necessary up to this point. These covenants, if applicable, will require assessment upon utilisation of the facilities and contain customary financial and other covenants, including certain change of control provisions, similar to those disclosed for the utilised facilities.
Additionally, the Group is in compliance with the below requirements:
Restriction on dividends: the Company is not permitted to pay any dividends or other distributions without lenders written consent. Across the Group’s Debt Facilities, dividends and distributions should not exceed
Change of control: If any person or group of persons (other than Swire Pacific, Scorpio Group or the BW Group) acting in concert directly or indirectly gains control of 25 % or more of the voting and/or ordinary shares of the Borrower, the Agent (acting on instructions from the majority lenders) may by written notice of sixty ( ) days cancel the total commitments and demand prepayment of all amounts outstanding under the facilities.
Accounting policies
Debt to credit institutions etc. is recognised at the time of borrowing at fair value after deduction of transaction costs incurred. Subsequently, the financial liabilities are measured at amortised cost using the "effective interest method", so that the difference between the proceeds and the nominal value is recognised in the statement of profit and loss under financial expenses over the loan period.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
F- 66
Note 25
Financial Liabilities: Interest-bearing Loans and
Borrowings
Continued from previous page
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts of the asset and the liability is recognised in the statement of profit and loss.
Note 26
Business Combination
On 19 December, 2023, the Group completed the acquisition of Eneti.
As of the reporting date, no adjustments or changes to the initial estimates and recognition have been identified. The business combination is considered final and will not result in further modifications to the financial statements.
The fair value of identified net assets and goodwill recognised in the Eneti acquisition comprises as follows:
|
EUR’000 |
|
19 December 2023 |
|
Vessels including dry docks |
|
|
|
Vessel under construction |
|
|
|
Other fixtures fittings |
|
|
|
Right-of-use assets |
|
|
|
Trade and other receivables |
|
|
|
Inventories |
|
|
|
Prepayments |
|
|
|
Cash and cash equivalents |
|
|
|
Total assets |
|
|
|
Provisions |
|
|
|
Deferred tax liabilities |
|
|
|
Trade and other payables |
|
|
|
Lease liabilities |
|
|
|
Deferred charter hire income |
|
|
|
Current income tax liabilities |
|
|
|
Total liabilities |
|
|
|
|
|
|
|
Total identifiable net assets at fair value |
|
|
|
Goodwill arising on acquisition |
|
|
|
Purchase price transferred |
|
|
|
Cash and cash equivalents acquired |
|
|
|
Consideration paid in shares |
|
|
|
Net cash purchase price |
|
(
|
F- 67
Note 27
Related Party Transactions
The following significant transactions took place between the Company and related parties within the BW Group, Scorpio Holdings and Swire Pacific Offshore Holdings Group at terms agreed between the parties:
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Purchases of services from related parties |
|
(
|
(
|
(
|
|
BW Group Limited (including subsidiaries) |
|
(
|
(
|
(
|
|
Scorpio Holdings Limited (including subsidiaries) |
|
(
|
(
|
— |
|
Swire Pacific Offshore Holdings Group |
|
— |
— |
(
|
|
Receivables from related parties at reported period |
|
|
|
— |
|
Scorpio Holdings Limited (including subsidiaries) |
|
|
|
— |
|
Payables to related parties at reported period |
|
|
|
|
|
BW Group Limited (including subsidiaries) |
|
|
|
|
|
Scorpio Holdings Limited (including subsidiaries) |
|
|
|
— |
Related party transactions over the reporting period are primarily linked to guarantee fees issued by the BW Group Limited, bunker supply by Hafnia Pools (member of the BW Group), costs related to training expenses by the BW Maritime and administrative expenses to Scorpio Services Holding.
In addition, Cadeler has not had significant transactions with the members of the Cadeler Board and the Executive Management apart from remuneration and expenses. Cadeler has not provided or granted any loans or guarantees to its directors or Executive Management. For information on remuneration paid to members of the Cadeler Board and Executive Management, refer to Note 8.
Group’s Related Party Transactions
Members of Cadeler’s Executive Management and its board of directors, as well as their respective close family members and entities controlled by them or over which they have significant influence are considered related parties of Cadeler. BW Altor Pte. Ltd. (“BW Altor”) and Scorpio Holdings Limited (“Scorpio Holdings”), and certain of their respective affiliates are considered related parties as they are deemed to be controlled by, or under the significant influence of, Andreas Sohmen-Pao and Emanuele Lauro (each members of Cadeler’s board of directors), respectively. For the financial year 2022, Swire Pacific Limited (“Swire Pacific”) was considered a related party of Cadeler in light of its significant ownership stake and the fact that one of its employees served as a director on the Cadeler board of directors but, for accounting purposes, with effect from 1 January 2023, Cadeler has no longer considered Swire Pacific to be a related party due to its reduced ownership percentage and the fact that it is no longer represented on Cadeler’s board of directors.
For the financial years ended 31 December 2024, 2023 and 2022, there were no material transactions between Cadeler or any company of the Cadeler Group and BW Altor, Scorpio Holdings and/or Swire Pacific (or their respective affiliates) other than the transactions described below.
Share lending agreement with BW Altor
In October 2022, Cadeler entered into a share lending agreement with BW Altor as the share lender for the purpose of facilitating delivery versus payment settlement of the Cadeler shares to be delivered to investors in connection with a private placement that took place in October 2022. As compensation for such share lending, BW Altor received a customary fee paid by Cadeler until the Cadeler Shares were redelivered and admitted to trading on the Oslo stock exchange. The amount paid to BW Altor pursuant to such share lending agreement amounted to EUR
Guarantees provided by BW Group
BW Group has provided COSCO with four guarantees in respect of the sums payable by Cadeler in accordance with the contract for the construction of certain newbuilt P-Class and A-Class WTIVs in 2021, 2022 and 2023. Under this guarantee arrangement, certain fees are payable by the Group to BW Group until the guarantees are discharged in full.
On 27 May 2024, additional guarantees were provided in respect of the sums owed by Cadeler pursuant to the recently ordered third A-Class vessel.
F- 69
Note 27
Related Party Transactions
Continued from previous page
Bunker supply from Hafnia Pools (affiliate of BW Group)
In April 2022, Hafnia Pools Pte Ltd, which is an affiliate of BW Group, and Cadeler entered into a service level agreement pursuant to which Hafnia Pools Pte Ltd agreed to supply marine bunker oil and related products to Cadeler’s vessels in the port of Rotterdam and other ports in the Rotterdam area at market rates. The agreement includes standard terms and conditions, including related to late payments, termination, a cap on the liability of Hafnia Pools Pte Ltd and indemnification for third-party claims raised by suppliers of the fuel against Hafnia Pools Pte Ltd.
Performance guarantees issued by Swire Offshore Holdings Group
During the course of 2020, Swire Pacific Offshore Holdings Limited, through its subsidiary Swire Pacific Offshore Operations Pte. Ltd., issued four performance guarantees and four bank guarantees in favour of the Cadeler Group’s customers as security for performance of the Cadeler Group’s obligations under its customers’ contracts. These guarantees covered a period up until April 2022. Following the sale of Swire Pacific Offshore Holdings Limited by Swire Pacific in April 2022, Swire Pacific Offshore Holdings Limited is no longer considered to be a related party as it is no longer controlled by a significant shareholder of Cadeler, and the Cadeler Group put new performance guarantees in place.
In connection with the guarantees provided by Swire Pacific Offshore Holdings Limited, Cadeler entered into a deed of recourse with Swire Pacific Offshore Operations Pte Ltd., which has since terminated, pursuant to which:
Transitional Service Agreement entered into in connection with Cadeler’s listing on the OSE
In October 2020, Cadeler entered into a transitional service agreement with Swire Pacific Offshore Operations Pte Ltd regarding services to be rendered to Cadeler during a transitional period following the initial public offering and admission to trading of the Cadeler shares on the OSE. Such services included, inter alia, assistance with financial reporting, tax, insurance, internal audit, IT, HR, procurement, technical and HSEQ support and services. The term of the agreement was limited to one year and could be terminated by either party at any time with three months’ prior written notice. The agreement terminated in accordance with its terms in October 2021.
Training courses provided by BW Maritime
BW Maritime has provided training courses for Cadeler’s onshore staff and traveling costs reimbursements for board members
Administrative support provided by Scorpio Services Holding
The Group, due to the business combination with Eneti, holds an agreement with Scorpio Services Holding (“SSH”) for the provision of administrative staff, office space and accounting, legal compliance, financial and information technology services for which it is due to reimburse to SSH the direct and indirect expenses incurred while providing such services.
Ultramax and Kamsarmax pools
Through the business combination the Company acquired receivables positions from Eneti transactions to Scorpio Group related parties for commercial management services. These services involved securing employment for Eneti’s drybulk vessels in the spot market or on time charters. The pools are owned by Scorpio Holdings which is considered a related party.
F- 70
Note 28
Commitments and Pledges
Lease commitments
The future minimum lease payables under non-cancellable low value and short-term leases contracted for at the balance sheet date but not recognised as liabilities are as follows:
|
EUR’000 |
|
2024 |
2023 |
2022 |
|
Not later than one year |
|
|
|
|
|
Between one and five years |
|
|
|
|
|
|
|
|
|
|
As of 31 December 2023, the Company’s lease commitments included tenure of the new headquarters. These commitments were reflected on the balance sheet starting in Q1 2024 as 'Right-of-Use Assets' and 'Lease Liabilities' in accordance with IFRS 16.
Pledge of Fixed Assets
The Green Corporate Facility detailed in Note 25 is secured by, inter alia, a first priority mortgage over the Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan Vessels (EUR
The P-Class facility, detailed in Note 25, is secured by a first priority mortgage over the P-Class newbuilds, first priority assignments of the insurances and earnings of the P-Class newbuilds by Cadeler and the
Wind Osprey Wind Orca new crane contract
In April 2024, the remaining payments were made upon completion of the upgrade project for the new cranes.
Commitments on newbuilds vessels:
|
As of 31 December 2024 |
|
|
|
|
|
|
Millions |
|
P-Class |
M-Class |
A-Class |
Total |
|
Contract amount in EUR |
|
|
— |
|
|
|
Contract amount in USD |
|
|
|
|
|
|
Total Contract amount translated to EUR |
|
|
|
|
|
|
Commitment amount in EUR |
|
— |
— |
|
|
|
Commitment amount in USD |
|
|
|
|
|
|
Remaining commitment translated to EUR |
|
|
|
|
|
Maturity of total payments are disclosed in note 23.
P-Class vessels
Since 30 June 2021, the Company had a contract with COSCO SHIPPING Heavy Industry CO. Ltd. (“COSCO”) to build
The total sum of the contract for the two P-Class Vessels was approximately EUR
F- 71
Note 28
Commitments and Pledges
Continued from previous page
A-Class vessels
On 9 May 2022 and 22 November 2022, the Company signed contracts with COSCO SHIPPING Heavy Industry to build a total of
The total sum of the contracts for the three vessels are approximately EUR
Of the total contract value, USD
M-Class vessels
The Company, due to the business combination with Eneti, is under contract with Hanwha for the construction of
The total sum of the contracts is approximately EUR
Note 29
Group Information
The consolidated financial statements of the Group include the following subsidiaries, which are all wholly owned by the Parent Company:
|
Entities |
|
Country |
|---|---|---|
|
Vessel owning entities |
|
|
|
Wind Orca Ltd |
|
Cyprus |
|
Wind Osprey Ltd |
|
Cyprus |
|
Wind Pace Ltd (formerly referred to as N1063 Ltd) |
|
Cyprus |
|
Wind N1064 Ltd |
|
Cyprus |
|
Wind Maker Ltd (formerly referred to as Seajacks 1 Ltd) |
|
UK |
|
Wind Mover Ltd (formerly referred to as Seajacks 5 Ltd) |
|
UK |
|
Wind Scylla Ltd (formerly referred to as Seajacks 5 Ltd) |
|
UK |
|
Seajacks 3 Japan LLC |
|
Japan |
|
Trading and Operations |
|
|
|
Cadeler UK Ltd (formerly referred to as Seajacks UK Ltd) |
|
UK |
|
Seajacks UK Ltd Taiwan Branch |
|
Taiwan |
|
Seajacks US Inc. |
|
USA |
|
Seajacks Merman Marine Ltd |
|
Bermuda |
|
Cadeler Crewing Services Ltd (formerly referred to as Seajacks Crewing Services Ltd) |
|
UK |
|
Seajacks Japan LLC |
|
Japan |
|
Investment holding entities |
|
|
|
Wind MI Ltd |
|
Marshall Islands |
|
Eneti (Bermuda) Ltd |
|
Bermuda |
F- 72
Note 29
Group Information
Continued from previous page
During 2024, several entities were dissolved:
|
Entities |
|
Country |
|
Cadeler Holdings Ltd (formerly referred to as Atlantis Investorco Ltd) |
|
UK |
|
Investment holding entities (continuation) |
|
|
|
Atlantis Equityco Ltd |
|
UK |
|
Atlantis Midco Ltd |
|
UK |
|
Cadeler International Ltd (formerly referred to as Seajacks International Ltd) |
|
UK |
|
Dormant entities |
|
|
|
Seajacks 2 Ltd |
|
UK |
|
Seajacks 3 Ltd |
|
UK |
|
Seajacks 7 Limited |
|
UK |
|
Seajacks 8 Limited |
|
UK |
|
SBI Chartering and Trading Ltd |
|
Marshall Islands |
|
SBI Macarena Shipping Company Ltd |
|
Marshall Islands |
|
SBI Parapara Shipping Company Ltd |
|
Marshall Islands |
|
SBI Pegasus Shipping Company Ltd |
|
Marshall Islands |
|
SBI Perseus Shipping Company Ltd |
|
Marshall Islands |
|
SBI Taurus Shipping Company Ltd |
|
Marshall Islands |
|
Dormant entities |
|
|
|
Scorpio SALT LLC |
|
USA |
|
Bulk Run-Off Company Ltd |
|
Marshall Islands |
|
Windpower Alpha Ltd |
|
Marshall Islands |
|
Windpower Bravo Ltd |
|
Marshall Islands |
|
SBI Achilles Shipping Company Ltd |
|
Marshall Islands |
|
SBI Antares Shipping Company Ltd |
|
Marshall Islands |
|
SBI Apollo Shipping Company Ltd |
|
Marshall Islands |
|
SBI Aries Shipping Company Ltd |
|
Marshall Islands |
|
SBI Athena Shipping Company Ltd |
|
Marshall Islands |
|
SBI Bolero Shipping Company Ltd |
|
Marshall Islands |
|
SBI Bravo Shipping Company Ltd |
|
Marshall Islands |
|
SBI Capoeira Shipping Company Ltd |
|
Marshall Islands |
|
SBI Carioca Shipping Company Ltd |
|
Marshall Islands |
|
SBI Conga Shipping Company Ltd |
|
Marshall Islands |
|
SBI Cougar Shipping Company Ltd |
|
Marshall Islands |
|
SBI Cronos Shipping Company Ltd |
|
Marshall Islands |
|
SBI Echo Shipping Company Ltd |
|
Marshall Islands |
|
SBI Gemini Shipping Company Ltd |
|
Marshall Islands |
|
SBI Hera Shipping Company Ltd |
|
Marshall Islands |
|
SBI Hercules Shipping Company Ltd |
|
Marshall Islands |
|
SBI Hermes Shipping Company Ltd |
|
Marshall Islands |
|
SBI Hydra Shipping Company Ltd |
|
Marshall Islands |
|
SBI Hyperion Shipping Company Ltd |
|
Marshall Islands |
|
SBI Jaguar Shipping Company Ltd |
|
Marshall Islands |
|
SBI Jive Shipping Company Ltd |
|
Marshall Islands |
|
SBI Lambada Shipping Company Ltd |
|
Marshall Islands |
|
SBI Leo Shipping Company Ltd |
|
Marshall Islands |
|
SBI Libra Shipping Company Ltd |
|
Marshall Islands |
F- 73
Note 29
Group Information
Continued from previous page
During 2024, several entities were dissolved:
|
Entities |
|
Country |
|
SBI Lynx Shipping Company Ltd |
|
Marshall Islands |
|
SBI Lyra Shipping Company Ltd |
|
Marshall Islands |
|
SBI Mazurka Shipping Company Ltd |
|
Marshall Islands |
|
SBI Phoenix Shipping Company Ltd |
|
Marshall Islands |
|
SBI Reggae Shipping Company Ltd |
|
Marshall Islands |
|
SBI Rock Shipping Company Ltd |
|
Marshall Islands |
|
SBI Sousta Shipping Company Ltd |
|
Marshall Islands |
|
SBI Tethys Shipping Company Ltd |
|
Marshall Islands |
|
SBI Zeus Shipping Company Ltd |
|
Marshall Islands |
|
Crawford Path LLC |
|
Delaware |
|
Scorpio Salt LLC |
|
Delaware |
|
SBI Maia Shipping Company Ltd |
|
Marshall Islands |
|
SBI Orion Shipping Company Ltd |
|
Marshall Islands |
|
SBI Phoebe Shipping Company Ltd |
|
Marshall Islands |
|
SBI Pisces Shipping Company Ltd |
|
Marshall Islands |
|
SBI Poseidon Shipping Company Ltd |
|
Marshall Islands |
|
SBI Rumba Shipping Company Ltd |
|
Marshall Islands |
|
SBI Samba Shipping Company Ltd |
|
Marshall Islands |
|
SBI Samson Shipping Company Ltd |
|
Marshall Islands |
|
SBI Subaru Shipping Company Ltd |
|
Marshall Islands |
|
SBI Swing Shipping Company Ltd |
|
Marshall Islands |
|
SBI Tango Shipping Company Ltd |
|
Marshall Islands |
|
SBI Thalia Shipping Company Ltd |
|
Marshall Islands |
|
SBI Ursa Shipping Company Ltd |
|
Marshall Islands |
|
SBI Virgo Shipping Company Ltd |
|
Marshall Islands |
|
SBI Zumba Shipping Company Ltd |
|
Marshall Islands |
F- 74
Note 30
Events After Reporting Period
Delivery of M-Class vessel
On 31 January 2025, the Company took delivery of the sixth vessel in its fleet, Wind Maker, which was delivered at the Hanwha Ocean Shipyard in Korea. Additionally, on 23 January 2025, the Company drew down half of the M-Class Facility to pay the last instalment amounted to approximately EUR
Utilisation Request under P-Class Facility
On 17 March 2025, the Company requested the utilisation of EUR
A-Class Facility signed
On 21 March 2025, Cadeler and two of its subsidiaries, Wind Ally Limited and Wind Ace Limited, entered into a Sinosure-backed Green Term Loan Facility of up to EUR
Note 31
Authorisation of Financial Statements
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors and Executive Management of Cadeler A/S on 25 March 2025 and will be recommended for approval by the shareholders of the Company at the annual general meeting to be held on 22 April 2025.
F- 76