0001104659-24-073110.txt : 20240620 0001104659-24-073110.hdr.sgml : 20240620 20240620070026 ACCESSION NUMBER: 0001104659-24-073110 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240620 DATE AS OF CHANGE: 20240620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cadeler A/S CENTRAL INDEX KEY: 0001978867 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: G7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94285 FILM NUMBER: 241054026 BUSINESS ADDRESS: STREET 1: KALVEBOD BRYGGE 43 CITY: COPENHAGEN V STATE: G7 ZIP: DK-1560 BUSINESS PHONE: 45 3246 3100 MAIL ADDRESS: STREET 1: KALVEBOD BRYGGE 43 CITY: COPENHAGEN V STATE: G7 ZIP: DK-1560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWIRE PACIFIC Ltd CENTRAL INDEX KEY: 0000842628 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33/F, ONE PACIFIC PLACE STREET 2: 88 QUEENSWAY CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2840 8093 MAIL ADDRESS: STREET 1: 33/F, ONE PACIFIC PLACE STREET 2: 88 QUEENSWAY CITY: HONG KONG STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SWIRE PACIFIC LIMITED /FI DATE OF NAME CHANGE: 19881109 SC 13G 1 tm2417529d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Cadeler A/S

(Name of Issuer)

 

Ordinary Shares, with a nominal value of DKK 1.00 per share

(Title of Class of Securities)

 

12738K109(1)

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

 

(1)This CUSIP number applies to Cadeler A/S’s American Depositary Shares, each representing four Ordinary Shares.

 

 

 

 

 

 

    CUSIP No. 12738K109    
  1.

Names of Reporting Persons

Swire Pacific Limited

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)

¨

    (b)

x

  3. SEC Use Only
  4. Citizenship or Place of Organization
Hong Kong

Number of Shares Beneficially Owned by Each Reporting Person With: 5.

Sole Voting Power

17,510,330

6.

Shared Voting Power

0

7.

Sole Dispositive Power

17,510,330

8.

Shared Dispositive Power

0

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

17,510,330

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
  11.

Percent of Class Represented by Amount in Row (9)

4.99%*

  12.

Type of Reporting Person (See Instructions)
OO

 

(*)For purposes of calculating the reporting person’s beneficial ownership, 350,929,868 Ordinary Shares, with a nominal value of DKK 1.00 per share, of Cadeler A/S (“Cadeler”) are deemed to be outstanding, based on a press release issued by Cadeler on February 19, 2024.

 

 

 

 

Explanatory Note: As of December 31, 2023, the Reporting Person (as defined below) beneficially owned 29,863,455 Shares (as defined below), which totaled 9.59% of the outstanding Shares, based on 311,409,868 Shares outstanding as of December 31, 2023, as reported by Cadeler in its Annual Report on Form 20-F filed on March 26, 2024. The Reporting Person had sole voting and dispositive power with respect to those shares. On June 6, 2024, the Reporting Person agreed to sell 12,353,125 Shares to a third-party. As of the date hereof, the Reporting Person beneficially owns 17,510,330 Shares, as reported herein.

 

Item 1(a). Name of Issuer.

 

Cadeler A/S, a public limited liability company incorporated under the laws of Denmark

 

Item 1(b). Address of Issuer’s Principal Executive Offices.

 

Kalvebod Brygge 43, DK-1560 Copenhagen V, Denmark

 

Item 2(a). Name of Person Filing.

 

Swire Pacific Limited, a limited liability company organized under the laws of Hong Kong (the “Reporting Person”)

 

Item 2(b). Address of Principal Business Office or, if None, Residence.

 

33/F, One Pacific Place, 88 Queensway, HKSAR, China

 

Item 2(c). Citizenship.

 

Hong Kong

 

Item 2(d). Title of Class of Securities.

 

Ordinary Shares, with a nominal value of DKK 1.00 per share (the “Shares”), of Cadeler

 

Item 2(e). CUSIP No.

 

12738K109 (this CUSIP number applies to Cadeler’s American Depositary Shares, each representing four Shares.)

 

Item 3.   If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

Item 4.  Ownership.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 through 11 of the cover page hereto and is incorporated herein by reference.

 

Item 5. Ownership of 5 Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

 

Not applicable

 

 

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9. Notice of Dissolution of Group.

 

Not applicable

 

Item 10. Certifications.

 

Not applicable

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 20, 2024

 

  SWIRE PACIFIC LIMITED
   
  By: /s/ David Peter Cogman
  Name: David Peter Cogman
  Title: Director

 

Signature Page to Schedule 13G (Regarding Cadeler A/S)