Exhibit 99.2
LETTER TO BROKERS, DEALERS
COMMERCIAL BANKS, TRUST COMPANIES
AND OTHER NOMINEES
Offer by
CADELER PLC
to Exchange Each Outstanding Share of
CADELER A/S
for
One Share of Cadeler plc
(subject to the terms and conditions described in the prospectus/offer to exchange and the letter of transmittal)
THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT , EASTERN TIME, ON , 2026, UNLESS EXTENDED OR TERMINATED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.
, 2026
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Cadeler plc, a public limited company incorporated under the laws of England and Wales (“NewCo”), which is offering, upon the terms and subject to the conditions set forth in the enclosed prospectus/offer to exchange and related letter of transmittal, to exchange for each outstanding share of Cadeler A/S, a public limited liability company incorporated under the laws of Denmark (“Cadeler”), with a nominal value of DKK 1.00 per share (each, a “Cadeler Share”), including Cadeler Shares represented by American Depositary Shares (each, a “Cadeler ADS,” with each Cadeler ADS representing four (4) Cadeler Shares), validly tendered and not validly withdrawn in the offer, one (1) ordinary share of NewCo, with a nominal value of $1.00 per share (each, a “NewCo Share”). Each Cadeler ADS accepted in the offer will be exchanged for four (4) NewCo Shares. No fractional NewCo Shares will be exchanged. The exchange will be effected without interest and subject to reduction for any applicable withholding taxes, in accordance with the terms of the offer (such offer, on the terms and subject to the conditions and procedures described in the prospectus/offer to exchange and the letter of transmittal, together with any amendments or supplements thereto, the “Offer”).
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT , EASTERN TIME, ON , 2026, UNLESS THE OFFER IS EXTENDED OR TERMINATED.
There is no procedure for guaranteed delivery in the Offer and, therefore, tenders must be received by the expiration of the Offer.
For your information and for forwarding to your clients for whose accounts you hold Cadeler Shares and/or Cadeler ADSs registered in your name or in the name of your nominee, we are enclosing the following documents:
| 1. | the prospectus/offer to exchange; |
| 2. | the related letter of transmittal for your use in accepting the Offer and tendering Cadeler Shares and/or Cadeler ADSs and for the information of your clients; |
| 3. | a printed form of letter which may be sent to your clients for whose accounts you hold Cadeler Shares and/or Cadeler ADSs registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer. |
NewCo will not pay any commissions or fees to any broker, dealer or other person, other than to us, as the information agent, Computershare Inc., as the exchange agent, and other persons as may be described in the section of the prospectus/offer to exchange titled “The Offer and the Redomiciliation—Fees and Expenses,” for soliciting tenders of Cadeler Shares and/or Cadeler ADSs pursuant to the Offer. Upon request, NewCo will reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients.
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned as the information agent at the addresses and telephone numbers set forth in the prospectus/offer to exchange.
Very truly yours,
Georgeson LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF NEWCO, CADELER, THE INFORMATION AGENT OR THE EXCHANGE AGENT OR ANY AFFILIATE OR ASSOCIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.