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Dovre’s Q4 results were no surprise, while the company focuses on stabilizing Suvic after recent big cost overruns.
Dovre Q4 figures were as expected since the company downgraded its guidance earlier and released the approximate results. No dividend distribution is proposed for now, but there’s a possibility it will be resumed later this year. Dovre didn’t yet release annual guidance but will issue it at the latest in about 6 weeks as Suvic’s sales cycle progresses.
Dovre reports Q4 results on Mar 17. Recent big losses ate some of the EUR 35m segment sale proceeds, yet growth outlook remains strong especially in Finland.
Dovre completed its segmental sale for a significant cash pile, the eventual use of which remains an open question for now.
Dovre will realize significant value through the announced sale, which should help it to better find growth within Renewable Energy, however the exit leaves valuation neutral.
Dovre’s EUR 2.4m EBIT was soft relative to our estimate despite the high top line, but in our view valuation is low relative to the annual EUR 8m EBIT level.
Dovre Q3 results came in mixed relative to our estimates in the sense that Renewable Energy grew a lot faster than we expected, while earnings were soft as the EUR 2.4m EBIT missed our estimate by EUR 0.5m. Dovre however retained its FY’24 guidance, which now implies relatively strong margins for Q4’24.
Dovre’s Q2 results were close to our estimates. We don’t make any large estimate changes but note Dovre is already back to the EUR 8m EBIT level without the write-down.
Dovre’s Q2 results were a bit higher than we estimated as Project Personnel and Consulting came in slightly lower than we expected while Renewable Energy figures were clearly better.
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Dovre Group Plc Inside information February 3, 2025, at 3.15 pm
Profit warning: Dovre Group Plc adjusts its guidance for 2024
Dovre Group Plc raises its 2024 guidance for net sales and operating profit.
New guidance for 2024: Dovre Group’s revenue is expected to be approximately 99 MEUR and the operating profit (EBIT) is expected to be approximately -12 MEUR.
Previous guidance for 2024 (released December 23, 2024): Dovre Group’s revenue for the retained business is expected to be in the range of 88-93 MEUR and the operating profit (EBIT) is expected to be between -13 and -15 MEUR.
The raised guidance is based on non-audited preliminary figures, and it is due to a faster-than-expected completion rate in some of Suvic’s projects. The increased revenue recognition leads to a corresponding increase in the operating profit.
For further information, please contact:
Dovre Group Plc
Sanna Outa-Ollila, Acting CEO
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Ilari Koskelo, Vice Chairman of the Board of Directors
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Dovre Group is a provider of renewable energy project development and construction projects in wind, solar, battery energy storage systems and heat pump facilities in the Nordic countries through Group companies Suvic Oy and Renetec Oy. In addition, Proha Oy provides project management software with related services and eSite provides industrial virtual reality services. The estimated sales for the Group in 2024 are approximately 99 MEUR and it employs approximately 200 people. Website: www.dovregroup.com
Distribution:
Nasdaq Helsinki Oy
Major media
www.dovregroup.com
Dovre Group Plc Press release January 22, 2025, at 2.30 pm
Dovre Group acquires 100% of Renetec Oy
Dovre Group has acquired the shares previously owned by minority shareholders of Renetec Oy. These shares have controlled about 42.8% of the ownership of Renetec. The transaction has been completed. After the transaction, Dovre Group owns 100% of the company’s shares. Based on agreement between the parties, the purchase price is not disclosed.
Renetec specializes in the development of solar park projects, including land acquisition and securing electrical connection points. The company’s portfolio includes several 10-20 MWp solar projects nearing Ready-to-Build (RTB) status, making them commercially viable. All projects are strategically located near electrical grid connection points and include the necessary permits and agreements.
During the year Renetec intends to expand its development portfolio to include Battery Energy Storage System (BESS) projects. The BESS installations can either co-locate with the solar parks or be fully independent sites with their own electrical grid connection points.
"Renetec’s business sits at the core of Dovre Group’s strategy. Its employees are experts in renewable energy project development, and I am proud to welcome them as an integral part of the group. Many of the company’s projects will reach construction readiness in the first half of the year, and we are eager to explore opportunities to hand them over to new owners for implementation", says Sanna Outa-Ollila, Acting CEO of Dovre Group.
For further information, please contact:
Sanna Outa-Ollila
Acting CEO, Dovre Group Plc
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Dovre Group is a provider of renewable energy project development and construction projects in wind, solar, battery energy storage systems and heat pump facilities in the Nordic countries through Group companies Suvic Oy and Renetec Oy. In addition, Proha Oy provides project management software with related services and eSite provides industrial virtual reality services. The estimated sales for the Group in 2024 are 88–93 MEUR and it employs approximately 200 people. Website: www.dovregroup.com
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.dovregroup.com
Dovre Group Plc Inside information January 8, 2025, at 5.15 pm
Dovre's subsidiary Suvic Oy has signed a conditional EPC contract for the construction of a 100 megawatt-peak solar park in Finland
Suvic has signed a conditional contract for the construction of a 100 MWp solar park in Finland. The agreement is conditional upon the “Notice to Proceed” (NTP), expected in late February 2025. The value of the contract is approximately €55 million.
The contract covers the EPC project for the solar park and substation on a turnkey basis. Construction is estimated to begin in March 2025, and the park will be handed over to the client during the autumn of 2026.
Suvic has strong experience in building industrial-scale solar parks in Finland. The company has constructed a 32 MW solar power plant in Lakari, Rauma, and is currently working on a solar plant in Lapua, which will produce 80 gigawatt-hours annually.
More information:
Ville Vesanen
CEO, Suvic Oy
Tel. +358 44 328 9928
vve@suvic.fi
Sanna Outa-Ollila
Acting CEO, Dovre Group Plc
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Dovre Group is a provider of renewable energy project development and construction projects in wind, solar, battery energy storage systems and heat pump facilities in the Nordic countries through Group companies Suvic Oy and Renetec Oy. In addition, Proha Oy provides project management software with related services and eSite provides industrial virtual reality services. The estimated sales for the Group in 2024 are 88–93 MEUR and it employs approximately 200 people. Website: www.dovregroup.com
Suvic, founded in Oulu in 2017, operates in the Nordic countries with a focus on renewable energy construction. The company introduces new and innovative practices in design, construction, and project management. Its current projects include Prime Capital’s Sandbacka wind farm (Uusikaarlepyy and Vöyri), Renewable Power Capital Ltd’s Storhöjden and Vitberget wind farms (Kramfors, Sweden), Vinliden Vindkraft AB’s Vinliden North and South wind farms (Lycksele, Sweden) EPV Aurinkovoima Oy’s Heinineva solar farm (Lapua), and Fortum’s heat pump plants for data center areas in Kirkkonummi and Espoo. Website: www.suvic.fi
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.dovregroup.com
Dovre Group Plc Stock Exchange Release January 2, 2025, at 4.15 pm
Change in Dovre Group’s Executive Team
Stein Berntsen, President of Business Area Consulting, has announced his resignation from the Dovre Group Executive Team. Earlier today Dovre Group has announced the closing of the transaction in which Dovre sold its Project Personnel and Consulting Norway businesses to NYAB AB. Mr. Berntsen will follow the sold business and will assume a new role within NYAB AB.
“On behalf of the Board of Directors, I want to thank Stein for his many years of service and dedication in developing Dovre Consulting in Norway into an award-winning business entity in its own right. We wish him continued success as part of NYAB,” says Svein Stavelin, Chairman of the Board of Directors of Dovre Group.
Going forward, the executive team of Dovre Group consists of Acting CEO Sanna Outa-Ollila and CFO Hans Sten.
For more information, please contact
Dovre Group Plc
Sanna Outa-Ollila, Acting CEO
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Dovre Group is a provider of renewable energy project development and construction projects in wind, solar, battery energy storage systems and heat pump facilities in the Nordic countries through Group companies Suvic Oy and Renetec Oy. In addition, Proha Oy provides project management software with related services and eSite provides industrial virtual reality services. The estimated sales for the Group in 2024 are 88–93 MEUR and it employs approximately 200 people. Website: www.dovregroup.com
Distribution:
Nasdaq Helsinki Ltd
Major media
www.dovregroup.com
Dovre Group Plc Stock Exchange Release January 2, 2025, at 4 pm
Dovre Group completes the sale of its Project Personnel and Norwegian Consulting businesses to NYAB AB
Dovre Group has today completed the sale of its Project Personnel and Norwegian consulting businesses to NYAB AB in accordance with the conditional share sale and purchase agreement signed and announced on 20 November 2024. All conditions precedent to completion of the transaction have been fulfilled, including Dovre Group’s Extraordinary General Meeting having approved the transaction on 16 December 2024.
The preliminary purchase price paid on closing was approximately 35.3 MEUR. The preliminary purchase price was determined on the basis of the estimated FY2024 EBIT of the sold businesses of 4.3 MEUR (as estimated on 20 November 2024) multiplied by 7 plus compensation for estimated net cash and adjustment for the estimated working capital position as of 31 December 2024 (as estimated on the basis of the pro forma financials as at 30 November 2024).
Of the preliminary purchase price, Dovre Group received approximately 28.2 MEUR in cash, while approximately 7.1 MEUR was deposited to an escrow account as security for the buyer’s benefit to satisfy any potential repayment obligation of Dovre Group in respect of the final purchase price. The final purchase price is expected to be determined during the first half of 2025 based on actual adjusted EBIT for the financial year 2024 and actual net cash and net working capital positions as of 31 December 2024. Dovre Group estimates that the final purchase price will not deviate substantially from the preliminary purchase price paid on closing.
On 20 November 2024 the final purchase price was estimated to be approximately 34 MEUR.
The determination of the preliminary purchase price and Dovre Group’s revised estimate of the final purchase price have no impact on Dovre Group’s guidance for 2024, which has been given for the retained business only.
The sold businesses are classified as assets held for sale and rules concerning discontinued operations according to IFRS 5 are applied. This means that the result from the sale will be presented on a single line below the result of the continued operations.
For more information, please contact
Dovre Group Plc
Sanna Outa-Ollila, Acting CEO
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Dovre Group is a provider of renewable energy project development and construction projects in wind, solar, battery energy storage systems and heat pump facilities in the Nordic countries through Group companies Suvic Oy and Renetec Oy. In addition, Proha Oy provides project management software with related services and eSite provides industrial virtual reality services. The estimated sales for the Group in 2024 are 88–93 MEUR and it employs approximately 200 people. Website: www.dovregroup.com
Distribution:
Nasdaq Helsinki Ltd
Major media
www.dovregroup.com
Dovre Group Plc Inside information December 23, 2024, at 12.30 pm
Negative profit warning: Dovre Group Plc lowers its 2024 guidance for operating profit
Dovre Group Plc lowers its 2024 guidance for operating profit.
On November 20, 2024, Dovre group announced the sale of its Project Personnel and Norwegian Consulting businesses to NYAB AB. According to the outlook for the retained business only, Dovre Group’s net sales in 2024 were expected to be in the range of 88-93 MEUR and the operating profit (EBIT) was expected to be between -5 and -6 MEUR. In anticipation of the completion of the transaction, Dovre adopts the new structure including only the retained businesses in its financial reporting.
New guidance for 2024: Dovre Group’s revenue for the retained business is expected to be in the range of 88-93 MEUR and the operating profit (EBIT) is expected to be between -13 and -15 MEUR.
The reason for the lowered guidance is the reduced profitability in some Renewable Energy projects by Dovre’s subgroup Suvic. Despite enhanced management focus and extraordinary operative efforts, some of the works are delayed and impacted by winter, increasing cost and slowing down progress at the sites. The forecast includes estimated losses until the completion of these projects and therefore contains some uncertainty related to the eventual costs also in 2025. Dovre Group’s ownership of Suvic is 51%.
For further information, please contact:
Dovre Group Plc
Sanna Outa-Ollila, Acting CEO
Tel. +358 20 436 2000
sanna.outa-ollila@dovregroup.com
Ilari Koskelo, Vice Chairman of the Board of Directors
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
Distribution:
Nasdaq Helsinki Oy
Major media
www.dovregroup.com
Dovre Group Plc Stock Exchange Release December 16, 2024, at 4.40 pm
Dovre Group CEO steps down, Dovre appoints new Acting CEO
Dovre Group has appointed Ms. Sanna Outa-Ollila as Acting CEO as of December 17, 2024. She assumes the role following Dovre's extraordinary general meeting's decision to approve the transaction to sell Dovre's Project Personnel and Norwegian Consulting businesses to NYAB AB. Former Group CEO Arve Jensen will follow the sold businesses and join NYAB at closing, which is expected to take place on or around January 2, 2025. Outa-Ollila is also a member of the Dovre Board of Directors.
“On behalf of the Board of Directors, I want to thank Arve for his many years of service and dedication to developing Dovre Group to a successful, international player in high value project management services, especially within the Energy segments. We wish him the best of luck in taking the sold companies to the next level as part of NYAB. At the same time, we are happy to welcome Sanna as the new Acting CEO to lead Dovre Group going forward”, says Svein Stavelin, Chairman of the Board of Directors of Dovre Group.
For further information, please contact:
Dovre Group Plc
Svein Stavelin, Chairman of the Board of Directors
Tel. +47 900 64 361
svein.stavelin@aaltocapital.com
Ilari Koskelo, Vice Chairman of the Board of Directors
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
Distribution:
Nasdaq Helsinki
Major media
www.dovregroup.com
Dovre Group Plc Stock Exchange Release December 16, 2024, at 4.15 pm
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC
Dovre Group Plc’s Extraordinary General Meeting held today on December 16, 2024, decided, in accordance with the Board of Directors' proposal, to approve the matters set out in section 6 of the notice to the Extraordinary General Meeting as follows:
Confirmation and approval of the sale of Dovre’s Project Personnel and Norwegian consulting businesses and related amendment of Dovre’s Articles of Association
As announced on November 20, 2024, the Company has on November 20, 2024, signed a conditional agreement with Swedish NYAB AB whereby Dovre sells its entire Project Personnel business and Norwegian Consulting business for an estimated EUR 34 million in cash consideration. The closing of the transaction is expected to take place on or about January 2, 2025.
The total consideration is estimated to be approximately EUR 34 million. This is based on a preliminary enterprise value determined as the estimated FY2024 EBIT of the sold businesses (EUR 4.3 million) multiplied by 7 plus compensation for estimated net cash and adjustment for the estimated working capital position as of December 31, 2024. Of the preliminary purchase price payable on closing, Dovre will receive 80% in cash, while 20% will be deposited to an escrow account as security for the buyer’s benefit to satisfy any potential repayment obligation of Dovre in respect of the final purchase price. The final purchase price will be determined after closing based on actual adjusted EBIT for the financial year 2024 and actual net cash and net working capital positions as of December 31, 2024.
Since upon completion of the transaction, Dovre will no longer carry out project personnel business, the Company should amend its Articles of Association accordingly. The Board of Directors proposes to the general meeting that the Section 3 § of the Articles of Association is amended to read as follows (amendment underlined):
3 § Field of business
The company may provide project personnel and carry out assignments for management consulting, project management and other professional services, primarily in the energy, renewable energy, circular economy and infrastructure sectors. The company's consultants may be either in-house employees, subcontractors or third party employees. The company develops, markets and sells software products and consulting services related to project management, enterprise resource management and augmented reality. In addition, the company may own and operate factories and construction companies engaged in business primarily in the energy, renewable energy and circular economy sectors. The company may produce and sell management services. The company may engage in securities trading and own shares in other companies and real estate.
The minutes of the Annual General Meeting will be available on the Company’s website at www.dovregroup.com within 14 days as of the date of Annual General Meeting.
For further information, please contact:
Dovre Group Plc
Ilari Koskelo, Vice Chairman of the Board of Directors
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.dovregroup.com
Dovre Group Plc Press release December 13, 2024, at 3.15 pm
Suvic AB, a subsidiary of Suvic Oy, has signed a BoP contract for a wind farm construction project in Sweden
Suvic has signed Balance of Plant (BoP) contracts for the Vinliden North and South wind farms. The wind farms are located in the municipality of Lycksele in northern Sweden. Together, the parks will include 11 wind turbines, with 4 in Vinliden North and 7 in Vinliden South. The project will be carried out by Suvic AB, a wholly owned Swedish subsidiary of Suvic Oy.
Sami Ehrnstén, Business Director responsible for Suvic's operations in Sweden, notes that the new contracts are an excellent continuation of the Vitberget and Storhöjden wind farm projects currently under construction in Sweden: “The Vinliden sites will employ dozens of people, including our own staff and local workforce – there will also be work for local subcontractors.”
The client for all contracts now signed is Vinliden Vindkraft AB as a joint venture of funds managed by Prime Capital AG, with whom Suvic has previously collaborated on the Lappfjärd and Sandbacka wind farms, and Polhem Infra AB. Thomas Zirngibl, Prime Capital’s Director of Infrastructure Engineering, comments: “We are already familiar with Suvic from our projects in Finland. We are impressed by the quality of their work and their strong internal safety culture, which, alongside a competitive bid, is always a critical factor for us when selecting contractors for our projects.”
The newly signed contract includes design work as well as the construction of roads, crane pads, foundations, internal cabling, and network infrastructure for the wind farms. Suvic has already carried out deforestation and earthworks at both Vinliden sites under an Early Works agreement. Work will resume in May after the winter’s reindeer herding season in the Sámi area ends. The wind farms are expected to be ready for handover by October 2025.
Contact information:
Ville Vesanen
CEO, Suvic Oy
Tel. +358 44 328 9928
vve@suvic.fi, www.suvic.fi
Ilari Koskelo
Vice Chairman of the Board, Dovre Group Plc
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Suvic, founded in Oulu in 2017, operates in the Nordic countries with a focus on renewable energy construction. The company introduces new and innovative practices in design, construction, and project management. Its current projects include Prime Capital’s Sandbacka wind farm (Uusikaarlepyy and Vöyri), Renewable Power Capital Ltd’s Storhöjden and Vitberget wind farms (Kramfors, Sweden), EPV Aurinkovoima Oy’s Heinineva solar farm (Lapua), and Fortum’s heat pump plants for data center areas in Kirkkonummi and Espoo. Website: www.suvic.fi
Prime Capital AG Prime Capital AG is an independent asset management firm and financial services provider, owned by management and employees. The company takes a holistic, cross-divisional approach and specializes in Alternative Investments, in particular in Absolute Return, Infrastructure with a focus on Energy Infrastructure, and Private Debt. Furthermore, the company provides Access Solutions for the access to Alternative Investments through securitisations and fund structures. Prime Capital was founded in 2006 and currently employs about 125 people in Frankfurt and Luxembourg and is regulated by BaFin and CSSF. As of September 2024, Prime Capital has approximately EUR 4.3bn Assets under Management as well as EUR 8.6bn Assets under Administration. Website: https://www.primecapital-ag.com/
Dovre Group Plc Stock Exchange Release December 5, 2024, at 11.30 am
DOVRE GROUP’S FINANCIAL REPORTING IN 2025
Dovre Group Plc will disclose the following financial information in 2025:
- Financial Statements review 2024 on Wednesday, March 12, 2025
- Trading statement January-March 2025 on Tuesday, April 29, 2025
- Half-year financial report January-June 2025 on Wednesday, August 20, 2025
- Trading statement January-September 2025 on Wednesday, October 29, 2025
Dovre Group’s Financial Statements 2024 and Annual Report 2024 will be published online at the latest during the week beginning March 31, 2025.
The company’s Annual General Meeting is planned to be held on Tuesday, April 29, 2025. Dovre Group’s Board of Directors will summon the meeting later.
Dovre Group Plc observes a-three-week silent period prior to the release of the above-mentioned financial reports. The company does not comment on its financial situation development or meet with investment analysts or other members of the investment community during this period.
Dovre Group’s financial information is released as stock exchange bulletins in Finnish and English and is available online at www.dovregroup.com.
For further information, please contact:
DOVRE GROUP PLC
Hans Sten
CFO
Tel. +358 40 557 9392
hans.sten@dovregroup.com
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.dovregroup.com
Dovre Group Plc Managers’ Transactions November 25, 2024, at 2.30 pm
Dovre Group Plc: Managers' Transactions – Atuo Oy
____________________________________________
Person subject to the notification requirement
Name: Atuo Oy
Position: Closely associated person
(X) Legal person (1): Person Discharging Managerial Responsibilities in Issuer
Name: Sanna Outa-Ollila
Position: Member of the Board
Issuer: Dovre Group Plc
LEI: 7437000NA1I6Y1OQWL24
Notification type: INITIAL NOTIFICATION
Reference number: 85956/5/6
____________________________________________
Transaction date: 2024-04-25
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009008098
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 3000 Unit price: 0.32 EUR
(2): Volume: 3000 Unit price: 0.334 EUR
Aggregated transactions (2):
Volume: 6000 Volume weighted average price: 0.327 EUR
____________________________________________
Transaction date: 2024-11-22
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009008098
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 500 Unit price: 0.32 EUR
(2): Volume: 1000 Unit price: 0.32 EUR
(3): Volume: 2003 Unit price: 0.319 EUR
(4): Volume: 6497 Unit price: 0.32 EUR
Aggregated transactions (4):
Volume: 10000 Volume weighted average price: 0.3198 EUR
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.dovregroup.com
Dovre Group Plc Stock Exchange Release November 22, 2024, at 5 p.m.
NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC
Notice is given to the shareholders of Dovre Group Plc (“Dovre” or the “Company”) to the Extraordinary General Meeting (“EGM”) to be held on Monday, December 16, 2024, at 2.30 p.m. at Dovre headquarters, address Ahventie 4 B, 02170 Espoo. The reception of the persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m. at the meeting venue.
Shareholders representing over 40% of the outstanding shares of Dovre have indicated that they will vote in favor of all proposals presented in this notice to the EGM.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the EGM, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to verify the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the voting list
6. Proposal of the Board of Directors to confirm and approve the sale of Dovre’s Project Personnel and Norwegian consulting businesses and related amendment of Dovre’s Articles of Association
As announced on November 20, 2024, the Company has on November 20, 2024, signed a conditional agreement with Swedish NYAB AB whereby Dovre sells its entire Project Personnel business and Norwegian Consulting business for an estimated EUR 34 million in cash consideration. The closing of the transaction is expected to take place on or about January 2, 2025.
The total consideration is estimated to be approximately EUR 34 million. This is based on a preliminary enterprise value determined as the estimated FY2024 EBIT of the sold businesses (EUR 4.3 million) multiplied by 7 plus compensation for estimated net cash and adjustment for the estimated working capital position as of December 31, 2024. Of the preliminary purchase price payable on closing, Dovre will receive 80% in cash, while 20% will be deposited to an escrow account as security for the buyer’s benefit to satisfy any potential repayment obligation of Dovre in respect of the final purchase price. The final purchase price will be determined after closing based on actual adjusted EBIT for the financial year 2024 and actual net cash and net working capital positions as of December 31, 2024.
More information on the transaction is available in the Stock Exchange Release issued on November 20, 2024, and on Dovre’s website www.dovregroup.com.
Since upon completion of the transaction, Dovre will no longer carry out project personnel business, the Company should amend its Articles of Association accordingly. The Board of Directors proposes to the general meeting that the Section 3 § of the Articles of Association is amended to read as follows (amendment underlined):
3 § Field of business
The company may provide project personnel and carry out assignments for management consulting, project management and other professional services, primarily in the energy, renewable energy, circular economy and infrastructure sectors. The company's consultants may be either in-house employees, subcontractors or third party employees. The company develops, markets and sells software products and consulting services related to project management, enterprise resource management and augmented reality. In addition, the company may own and operate factories and construction companies engaged in business primarily in the energy, renewable energy and circular economy sectors. The company may produce and sell management services. The company may engage in securities trading and own shares in other companies and real estate.
The above-described transaction is conditional upon the approval by the extraordinary general meeting and the amendment of Dovre’s Articles of Association. The Board of Directors proposes and unanimously recommends that the general meeting confirms and approves, as a whole, the sale of the Company’s entire Project Personnel business and Norwegian consulting business and resolves to amend the Articles of Association.
7. Closing of the meeting.
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
Proposals of the Board of Directors, the stock exchange release concerning the transaction as well as this notice are available on the Company’s website www.dovregroup.com. The proposals of the Board of Directors are also available at the EGM. Copies of these documents and of this notice will be sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholder registered in the shareholders’ register
A shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd, on the record date December 3, 2024, has the right to participate the EGM. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company.
The registration period for the EGM commences on November 22, 2024. A shareholder, who is registered in the shareholder register of the Company and who wants to participate in the EGM, must register no later than on December 11, 2024, 10:00 a.m., by which time the registration must be received.
Registration for the EGM can be made:
a) on Dovre Group Plc’s website at www.dovregroup.com
b) by email to marja.saukkonen@dovregroup.com
c) by telephone to Dovre Group Plc/Marja Saukkonen, tel. +358 50 385 4296
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Dovre Group Plc is used only in connection with the EGM and with the processing of related necessary registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the EGM by virtue of such shares, based on which he/she would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the record date of the EGM on December 3, 2024. The right to participate requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholder register maintained by Euroclear Finland Oy at the latest by December 11, 2024, by 10:00 a.m. In regard to nominee registered shares this constitutes due registration for the EGM. Changes in shareholding after the record date of the EGM do not affect the right to participate in the EGM or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the EGM from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the EGM, into the temporary shareholder register of the Company at the latest by December 11, 2024 by 10:00 a.m.
3. Proxy representative and powers of attorney
A shareholder may participate in the EGM and exercise his/her rights at the meeting through a proxy representative. A proxy representative shall produce a duly dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the EGM. When a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the EGM.
Any proxy documents should be delivered in original to Dovre Group Plc/Marja Saukkonen, Ahventie 4 B, 02170 Espoo, Finland, or as a scanned copy by email to marja.saukkonen@dovregroup.com by the last date of registration. In addition to the delivery of the proxy documents the shareholder or the proxy representative shall register for the EGM as described in this notice.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice, the total number of shares and votes in Dovre Group Plc is 105,956,494.
Espoo, November 22, 2024
Dovre Group Plc
Board of Directors
For further information please contact Mr Arve Jensen, CEO, tel. +47 90 60 78 11 or Mr Hans Sten, CFO, tel. +358 20 436 2000.
DISTRIBUTION
Nasdaq Helsinki
Major media
www.dovregroup.com
Dovre Group Plc Managers’ Transactions November 22, 2024, at 1 pm
Dovre Group Plc: Managers' Transactions – Koskelo Ilari
____________________________________________
Person subject to the notification requirement
Name: Ilari Koskelo
Position: Member of the Board/Deputy member
Issuer: Dovre Group Plc
LEI: 7437000NA1I6Y1OQWL24
Notification type: INITIAL NOTIFICATION
Reference number: 85788/5/5
____________________________________________
Transaction date: 2024-11-21
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009008098
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 951 Unit price: 0.317 EUR
(2): Volume: 2727 Unit price: 0.317 EUR
(3): Volume: 7131 Unit price: 0.317 EUR
(4): Volume: 1000 Unit price: 0.317 EUR
(5): Volume: 8191 Unit price: 0.317 EUR
Aggregated transactions (5):
Volume: 20000 Volume weighted average price: 0.317 EUR
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.dovregroup.com
Dovre Group Plc Managers’ Transactions November 21, 2024 at 5.45 pm
Dovre Group Plc: Managers' Transactions – Stavelin Holding AS
____________________________________________
Person subject to the notification requirement
Name: Stavelin Holding AS
Position: Closely associated person
(X) Legal person (1): Person Discharging Managerial Responsibilities in Issuer
Name: Svein Stavelin
Position: Member of the Board
Issuer: Dovre Group Plc
LEI: 7437000NA1I6Y1OQWL24
Notification type: INITIAL NOTIFICATION
Reference number: 85767/4/4
____________________________________________
Transaction date: 2024-11-21
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009008098
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 27000 Unit price: 0.319 EUR
(2): Volume: 667 Unit price: 0.318 EUR
(3): Volume: 10000 Unit price: 0.319 EUR
(4): Volume: 7000 Unit price: 0.319 EUR
(5): Volume: 833 Unit price: 0.319 EUR
(6): Volume: 2000 Unit price: 0.319 EUR
(7): Volume: 2500 Unit price: 0.319 EUR
Aggregated transactions (7):
Volume: 50000 Volume weighted average price: 0.31899 EUR
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.dovregroup.com
Dovre Group Plc Stock Exchange Release - Inside information November 20, 2024, at 10 p.m.
Dovre Group sells its Project Personnel and Norwegian consulting businesses to NYAB AB
According to a conditional agreement signed on November 20, 2024, Dovre Group Plc (Dovre) sells its entire Project Personnel (PP) business and Norwegian Consulting business to Swedish NYAB AB for an estimated 34 MEUR in cash consideration. Closing of the transaction is expected to take place on or around 2 January 2025.
The sold entities in the Project Personnel business will consist of all entities comprising Dovre’s Project Personnel business globally, that is Dovre Group Energy AS (Norway), Dovre Canada Ltd, Dovre Group Inc. (USA), Dovre Group (Singapore) Pte Ltd, Dovre Asia Pte Ltd (Singapore) and Dovre Group Korea Ltd. Also, Dovre Group’s Project Personnel in the EMEA region including PP consultants in Finland will be transferred. Dovre Group Consulting AS (Norway) is also included in the transaction.
Key figures of the sold businesses
| Interim report Jan 01 – Sept 30 2024 (unaudited), MEUR | The sold businesses | Whole Group |
| Net sales | 84.1 | 156.4 |
| EBIT | 3.1 | -0.7 |
The entities included in the transaction employed 604 people at the end of Q3 2024.
Purchase Price
The total consideration is estimated to be approximately 34 MEUR. This is based on a preliminary enterprise value determined as the estimated FY2024 EBIT of the sold businesses (4.3 MEUR) multiplied by 7 plus compensation for estimated net cash and adjustment for the estimated working capital position as of 31 December 2024. Of the preliminary purchase price payable on closing, Dovre Group will receive 80% in cash, while 20% will be deposited to an escrow account as security for the buyer’s benefit to satisfy any potential repayment obligation of Dovre Group in respect of the final purchase price. The final purchase price will be determined after closing based on actual adjusted EBIT for the financial year 2024 and actual net cash and net working capital positions as of 31 December 2024.
Effects of the contemplated transaction on Dovre Group’s business
The entities included in the transaction have constituted over 50% of Dovre’s turnover. As a result of the transaction, the group’s operative cashflow can be expected to be considerably lower during the financial year 2025. The retained operations consist mainly of large renewable energy projects, which by nature will increase the fluctuation in Dovre’s revenues and cash flows.
“NYAB is the perfect buyer for our Consulting and Project Personnel Businesses. It is both an excellent strategic, cultural and geographical match and will ensure future growth and profitability for the entities as part of NYAB. At the same time the transaction supports Dovre Group in our strategic endeavors streamlining our business around Green Energy“, says Svein Stavelin, Chairman of the Board of Directors of Dovre Group.
Dovre revises its guidance for 2024. To deconsolidate the sold businesses, the revised outlook comprises the retained business only. According to the outlook issued on November 20, 2024, Dovre Group’s net sales in 2024 were expected to be in the range of 210 to 220 MEUR and the operating profit (EBIT) was expected to be between -1,5 and -2,0 MEUR, comprising both the sold and retained business. According to the revised outlook for the retained business, Dovre Group’s net sales in 2024 are expected to be in the range of 88-93 MEUR and the operating profit (EBIT) is expected to be between -5 and -6 MEUR. The transaction does not impact the group’s financials in 2024 but will be fully booked in 2025.
The Board of Directors of Dovre support the transaction, since it allows the company to reposition itself in the marketplace strategically including new business focus and monetary assets to implement it. Dovre will initiate its strategy work for the future direction of the company without delay after completion date. The specific uses of the proceeds will be determined upon finalization of the strategy of the company and may include investments and/or payment of dividend to shareholders.
The estimated transaction costs amount to EUR 400,000 in total.
Timing and completion conditions of the contemplated transaction
The completion of the transaction is planned to take place on or around January 2, 2025, and is subject to the approval and authorization by the Extraordinary General Meeting of Dovre Group Plc on a date to be announced with an invitation as a separate stock exchange release. In addition, the completion of the transaction is subject to other customary closing conditions.
Dovre’s Advisors
Dovre’s financial advisor in connection with the transaction was Aalto Capital Norway. The lead legal counsel for Dovre was Waselius Attorneys Ltd in Finland, with Advokatfirmaet Simonsen Vogt Wiig AS acting as legal counsel concerning local Norwegian matters. Dovre’s Chairman of the Board of Directors, Svein Stavelin, is Managing Partner at Aalto Capital Norway.
For further information, please contact:
Svein Stavelin, Chairman of the Board of Directors
Tel. +47 900 64 361
svein.stavelin@aaltocapital.com
Arve Jensen, CEO
Tel. +47 906 07 811
arve.jensen@dovregroup.com
Ilari Koskelo, Vice Chairman of the Board of Directors
Tel. +358 40 510 8408
ilari.koskelo@navdata.fi
Dovre Group is a trusted global provider of project management services with locations across Canada, Finland, Norway, Singapore, Sweden, and the United States. Our professionals execute assignments all around the world. In 2023, the Group’s net sales were EUR 196.7 million and its operating result was EUR 7.4 million. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed in Nasdaq Helsinki (symbol DOV1V). Dovre takes an active part in the green transition and contributes to an environmentally and socially sustainable future. Website: www.dovregroup.com
Distribution:
Nasdaq Helsinki Ltd
Major media
www.dovregroup.com
| Shareholders | Date | % of Shares | % of Votes |
|---|---|---|---|
| Etra Capital | 31.12.2024 | 17.9% | 17.9% |
| Joensuun Kauppa Ja Kone | 31.12.2024 | 10.9% | 10.9% |
| Koskelo Ilari | 31.12.2024 | 5.9% | 5.9% |
| SEB | 31.12.2024 | 2.3% | 2.3% |
| Seppo Siik | 31.12.2024 | 2% | 2% |
| K22 Finance | 31.12.2024 | 1.9% | 1.9% |
| Kari Heikki Ilmari Kakkonen | 31.12.2024 | 1.7% | 1.7% |
| Pekka Mäkelä | 31.12.2024 | 1.7% | 1.7% |
| Kari Paasi | 31.12.2024 | 1.6% | 1.6% |
| Rauni Siik | 31.12.2024 | 1.5% | 1.5% |
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Company Facts
Guidance
2024 revenue for the retained business is expected to be ca. EUR 99m and EBIT to be ca. EUR -22m
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