BW Altor Pte. Ltd. reports 30.77% stake in Cadeler plc after share exchange, Schedule 13D shows

BW Altor Pte. Ltd. disclosed in the Schedule 13D filed on 6 November 2026 that it holds 109,352,091 ordinary shares of Cadeler plc, nominal value $1.00 each, representing approximately 30.77% of the outstanding shares as of 2 November 2026.

The filing states the shares were acquired as part of the redomiciliation of the predecessor issuer from Denmark to the United Kingdom, carried out through a registered exchange offer that Cadeler plc launched on 21 September 2026. BW Altor tendered all 109,352,091 of its predecessor shares, and the exchange offer expired on 28 October 2026, with Cadeler plc announcing final results on 2 November 2026. The filing describes the exchange as one-for-one, with no other consideration paid.

According to the Schedule 13D, BW Altor's sole equityholder is Andreas Sohmen-Pao, who also serves as Chairman of Cadeler plc's board of directors, though the filing states that all voting and investment decisions on the shares are made by BW Altor's own board of directors. The filing says the funds used to acquire the predecessor shares exchanged in the offer originated from equity injections by Mr Sohmen-Pao using his personal funds.

The filing traces BW Altor's position back to the predecessor issuer's initial public offering and Oslo Stock Exchange listing in November 2020, followed by increases through the business combination with Eneti Inc. completed in December 2023, private placements completed in February 2024 and March 2026, a privately negotiated transaction completed in November 2025, and open-market purchases over 2025 and 2026.

Item 4 of the Schedule 13D states that BW Altor holds the shares for investment purposes but may, depending on Cadeler plc's business, assets, operations, financial condition and prospects, decide to purchase additional shares, sell its holding, propose directors for the board, pursue direct or indirect control of the company, or acquire company assets. The filing does not say whether BW Altor currently intends to pursue any of these specific actions.

Separately, SEC EDGAR records show BW Altor Pte. Ltd. filed a Schedule 13D/A on 4 November 2026, two days before the Schedule 13D described here; the record provided does not detail its contents.