Skarta Group Plc joins forces with Swedish NYAB Group to step up the pace of building a clean future

16.12.21

Skarta Group Plc, builder of a clean future, acquires Swedish NYAB Group, whose profitability has been among the best of the industry. Through the transaction, a new Skarta NYAB Group will be formed, and it will reach a turnover of close to 300 million euros during the following year. The new Skarta NYAB Group will be one of the most significant operators in Bothnian Arc and Norrbotten regions, where more than a hundred billion euros of investments in green transition will be made in coming years and that are also essential locations regarding future hydrogen economy.

Skarta Group Plc, builder of a clean future, has today, on 16 December 2021 signed a share exchange agreement, according to which it acquires all shares in Swedish NYAB Sverige AB. NYAB Sverige AB is a parent company in a group that is concentrated on infrastructure, industrial and specialized construction. The Group also includes the company’s fully owned subsidiaries, NYAB Infrastruktur AB and NYAB Mälardalen AB.

The consideration for the shares of NYAB Sverige AB according to the share exchange agreement is 210 million euros, of which 140 million euros will be paid by arranging a directed share issue for the shareholders of NYAB Sverige AB, and 70 million euros will be paid as a cash payment. 288,397,790 new shares in Skarta Group Plc, that correspond to the current number of shares in the company, will be issued in the directed share issue, i.e., the share exchange ratio is 1:1 and the dilution for current shareholders 50 percent. The share issue will be paid with in-kind considerations through shares of NYAB Sverige AB. The cash payment is intended to be financed through debt financing, of which the parties have started negotiations with potential creditors. The amount of the cash payment can be revised before the confirmation that the prerequisites of the transaction are met.

The closing of the transaction is conditional to resolutions of Skarta Group Plc’s extraordinary general meeting regarding the share issue directed at NYAB Sverige AB’s shareholders and the approval of the transaction, approval from the Swedish Competition Authority, financing arrangements for the transaction, and the due diligence reviews regarding both parties.The transaction is pursued to be finalized in January-February 2022 subject to the closing conditions.

In the extraordinary general meeting, Skarta Group Plc’s name is intended to be changed to Skarta NYAB Plc, and its board of directors is intended to be reinforced with members suggested by NYAB Sverige AB´s current shareholders. The company will continue to be headquartered in Oulu, and Tuomas Hirvonen will continue as its CEO.

The new group will be one of the largest operators in the Bothnian Arc region

Through the transaction, Skarta’s resources will grow markedly, and its expertise will increase especially in the Norrbotten area that is a significant market area for both companies. The planned investments in carbon-free industry and infrastructure in the area for the coming decades will amount to more than a hundred billion euros.

The transaction also provides Skarta with an excellent opportunity to grow its Clean Energy business operations in Sweden and expand to be a significant builder of a clean future in the whole Bothnian Arc region. Skarta has concentrated more and more in comprehensive energy construction projects and its project development has started in a positive manner both in wind and solar power. Both the Norrbotten area and the Oulu region, where Skarta is a strong operator, are essential locations regarding the future hydrogen economy as well, and through the transaction Skarta will have the resources to implement more tangible actions to build a hydrogen economy.

The new Skarta NYAB Group will reach a turnover of close to 300 million euros and it has more than 300 employees throughout Finland and Sweden. The equity of the group will increase to approximately 190 million euros through the transaction, which after the financing arrangements related to the transaction will correspond an equity ratio of more than 60 percent. The company will give a more precise financial guidance for 2022 in the financial statement release from the year 2021 at the latest.

“The combination of Skarta and NYAB is an important milestone in our strategic way forward. NYAB’s activities are characterized by rapid growth, good profitability and great cashflow. Head markets of the company in Northern Sweden and Stockholm are growing markets driven by investments related to clean energy, as well as urbanization. All this fits our visions very well and provides us with a unique opportunity to reach our financial targets set for 2024 already during the next financial year”, comments Tuomas Hirvonen, CEO of Skarta Group Plc.

Swedish markets will constitute approximately 70 percent of the new Skarta NYAB Group during the following year. Therefore, changes in exchange rates have a larger effect on the Skarta Group Plc’s business operations than before. The company also investigates possibilities to dual list its shares in a Swedish marketplace during 2022.

The operations of the NYAB Group are essentially similar to current business of Skarta Group. Consequently, there are no major changes in risks related to the business operations of the group because of the transaction. Risks related to the business operations are typical industry related risks that regard, for example, offer calculation, project management, material prices, occupational safety, and human resources. NYAB Group typically has a project management role in its business, in which case the subcontractors also have a significant impact on its position.

“Both Skarta and NYAB are consortiums of entrepreneurs, and their activities can be described with flexibility and agility. Our combination creates a strong entrepreneur-driven group that has a significant position in energy construction in Northern Finland and Northern Sweden, green transition, and the development of hydrogen economy. Our common target is to be the most profitable company in the industry and create long-term value for both our customers and shareholders”, says Markku Kankaala, Skarta Group Plc’s Chairman of the Board.

The largest shareholders of Skarta Group Plc after the transaction, based on the holdings in the signing day of the share exchange agreement, would be as follows:

–          Holding Investment Förvaltning Luleå AB: 27.8%

–          Andament Group Oy: 23.4%

–          Säthergrens Entreprenad AB: 9.0%

–          Laisdalen Konsult AB: 6.1%

–          Mininvest Oy: 4.6%

–          Oy Haapalandia Invest Ltd: 3.9%

–          Mikael Sidér: 3.8%

–          Mitteo Holding AB: 2.9%

–          Granljung Holding AB: 2.9%

–          Pekka Niskanen: 2.8%

The shareholders of NYAB Sverige AB have committed to lock-up restrictions that amount to 50 % of shares in Skarta Group Plc that have been subscribed in the directed share issue. The lock-up period will be 12 months since the closing of the share exchange.

NYAB Group has been among the best in the industry in terms of profitability

NYAB Group has been growing rapidly in recent years. Its profitability combined with its organic growth has been among the best in the industry. Both the revenue and the operating profit of the group have almost quadrupled in 2016-2020, and it has shown profitable growth annually since 2013. The estimated turnover of the group for 2021 is close to 150 million euros. Its adjusted EBITDA is estimated to be approximately 20 million euros and EBIT more than 16 million euros. The group has an all-time high contract book that includes many perennial contracts, due to which the forecasted turnover for 2022 exceeds 170 million euros and the estimated EBIT exceeds 10 percent.

NYAB Group operates all over Sweden within its core businesses: earthworks, infrastructure, and specialized construction. Its clients are both private and public sector. The headquarter of the group is situated in Luleå. NYAB has offices in Stockholm and six different locations in Northern Sweden and is opening a new office in Gävle in January. A total of 160 employees are working for the group.

“Combining with Skarta strengthens NYAB in its continued growth journey very well. The demand for our services in specialized construction in the northern parts of Sweden due to investments related to clean energy production is growing in the coming decades. Skarta has experience in the construction and projects of clean energy production, local expertise in the Norrbotten area, as well as good insight in smart and clean building, locally produced renewable energy, and hydrogen. Together we have even better possibilities to expand profitably in a very interesting market area and to expand in the value chain of clean energy by developing and owning overall projects”, comments Johan Larsson, founder and CEO of NYAB Sverige AB.

The key figures of the group have been presented in the table below. The figures are unaudited, as the financial statements of the group companies have been consolidated to Holding Investment Förvaltning Luleå AB’s consolidated financial statements in accordance with the applicable accounting regulation. Audited consolidated financial statements regarding NYAB Group have therefore not been drafted.

INCOME STATEMENTS (1000 euros) 1.1.–30.9.2021
(9 months)
1.1.–31.12.2020
(12 months)
TURNOVER 92 725 125 107
Other operating income 374 355
Raw materials and services -74 096 -100 606
Staff expenses -8 919 -11 127
Other operating expenses -1 -64
EBITDA (% of turnover) 10 082 (10,9 %) 13 665 (10,9 %)
Depreciation, amortization, and reduction in value -742 -935
EBIT (% of turnover) 9 340 (10,1 %) 12 730 (10,2 %)
Financial income and expenses -15 -423
EBT (% of turnover) 9 325 (10,1 %) 12 307 (9,8 %)
Income taxes and calculatory taxes -1 944 -2 736
PROFIT FOR THE PERIOD (% of turnover) 7 382 (8,0 %) 9 571 (7,7 %)
BALANCE SHEET (1000 euros) 30.9.2021 31.12.2020
Intangible assets 42 53
Tangible assets 7 216 6 502
Investments 18 19
NON-CURRENT ASSETS 7 277 6 573
Raw materials and consumables 889 705
Trade and accrued receivables 44 657 26 042
Cash and cash equivalents 4 328 14 925
CURRENT ASSETS 49 874 41 672
ASSETS 57 151 48 245
Subscibed capital 16 16
Reserves 3 27
Retained earnings 26 384 23 864
EQUITY 26 403 23 907
Minority shares 0 3 111
Tax provisions 2 640 2 059
Long-term loans 1 433 2 366
Short-term liabilities 26 675 16 802
EQUITY AND LIABILITIES 57 151 48 245

Income statement figures presented above have been converted to euros using the average exchange rates in both periods, according to which the value of one euro has been 10,4848 SEK in 1.1.-31.12.2020 and 10,1522 SEK in 1.1.-30.9.2021. Balance sheet figures have been converted to euros using the exchange rate of the last day in both periods, according to which the value of one euro has been 10,0343 SEK on 31 December 2020 and 10,1683 SEK on 30 September 2021.

Invitation to news conference

Skarta Group Plc and NYAB Sverige AB will arrange a news conference in Oulu regarding the transaction today 16.12.2021 at 11 am (Finnish time). The conference will include greetings from the governments as well as speeches of the management of the companies. The conference can be followed as a live broadcast at https://e-concerthouse.videosync.fi/info.

Disclaimer

This is an unofficial translation from the company announcement released by Skarta Group Plc. According to Skarta Group’s disclosure policy, Finnish is the official language of communication of the company, and in case there are conflicts between the translation and the Finnish company announcement, the company announcement shall prevail.

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NYAB wins two contracts in Kiruna municipality – infrastructure projects for Infranord

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Regulatory press releases

NYAB Plc: Organizing of the Board of Directors

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Regulatory press releases

NYAB Plc: Resolutions of the Annual General Meeting

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Inderes has started an analyst coverage on NYAB Plc

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NYAB as the company of the month

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Regulatory press releases

NYAB Plc: Technical amendments to the merger plan between NYAB Plc and Andament II Sulautuva Oy

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Regulatory press releases

NYAB signed a settlement agreement with the city of Mikkeli (inside information)

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Plc: Notice to the Annual General Meeting

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Regulatory press releases

NYAB Plc: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

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Matilda Stjärnström – QHES Manager, NYAB Sverige

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NYAB Plc: Annual report 2022 has been published

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Regulatory press releases

NYAB Plc: Annual report from financial year 2022 has been published

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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NYAB signed 10 MEUR agreement with Swedish Transport Administration

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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NYAB Plc’s financial statement release 2022 and management webcast

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Regulatory press releases

NYAB Plc’s financial statement release 1 January – 31 December 2022: Strong organic growth continued in Sweden – Finnish operations turned profitable during the end of the year

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Invitation to NYAB Plc’s webcast on financial statement release

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Regulatory press releases

NYAB Plc and Andament Group Oy have signed a merger plan, whereby the company demerging from Andament Group Oy merges into NYAB Plc

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Over EUR 13 million in investment aid for Skarta Energy’s solar farm to be built in Utajärvi

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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NYAB and Energiequelle sign BoP contract for Mikonkeidas wind farm

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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NYAB Plc: Judgement of the District Court regarding Mikkeli wastewater treatment plant projects (inside information)

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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NYAB Oyj – Managers’ Transactions

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NYAB Oyj – Managers’ Transactions

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NYAB Plc: Change in the Executive Management Team

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Regulatory press releases

NYAB Plc: Establishment of a joint venture with CapMan fund has been successfully completed

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NYAB approved as a builder of transmission lines in Fingrid’s supplier register

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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NYAB has agreed on new financing facilities

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NYAB signs a contract to prepare for the construction of Aurora Line

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Skarta Energy and Solarigo’s 61 million euro solar farms project enabled by investment aid

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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Regulatory press releases

NYAB Oyj – Managers’ Transactions

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SkartaNYAB renamed to NYAB

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Vastuullisuus noston kuva

SkartaNYAB establishes a joint venture with CapMan fund to construct renewable energy producing facilities exceeding 500 MW

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Regulatory press releases

SkartaNYAB Plc raises its financial guidance for 2022 (inside information)

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Regulatory press releases

SkartaNYAB Plc establishes a joint venture with CapMan fund to construct renewable energy producing facilities exceeding 500 MW (inside information)

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SkartaNYAB Plc: Financial information and Annual General Meeting in 2023

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Regulatory press releases

SkartaNYAB Plc: Resolutions of the Extraordinary General Meeting

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Regulatory press releases

SkartaNYAB Plc’s business review 1 July – 30 September 2022: Strong growth despite a challenging operating environment

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Regulatory press releases

SkartaNYAB Plc has started the process of establishing a joint venture for the development of renewable energy projects (inside information)

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SkartaNYAB Plc changes its name to NYAB Plc and sets strategic objectives for 2022-2024

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Regulatory press releases

SkartaNYAB Plc: Notice to an Extraordinary General Meeting

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SkartaNYAB Plc changes its name to NYAB Plc and sets strategic objectives for 2022-2024

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Regulatory press releases

Composition of SkartaNYAB Plc’s Shareholders’ Nomination Board

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Fingrid concludes first solar power plant connection agreement with Skarta Energy – Utajärvi project moves forward

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Change negotiations to be launched at Skarta Finland Oy – the aim is to find ways to make operations more efficient, streamlined and achieve cost savings

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Skarta was accepted into Fingrid’s supplier register

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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NYAB was accepted into Fingrid’s supplier register

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Skarta and Tohmajärvi municipality to begin cooperation – Eastern Finland’s largest energy project under planning

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Utajärvi

Skarta’s Near Energy project in Utajärvi is progressing – action permit for a solar power plant and Horizon research funding from the EU

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: Share issue directed to Power Forze AB’s shareholders has been executed and trading in new shares begins

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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SkartaNYAB strengthens its position on the energy construction market in Norrbotten by acquiring Power Forze AB

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Regulatory press releases

Changes in SkartaNYAB Plc’s Executive Management Team

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Regulatory press releases

SkartaNYAB Plc’s half-yearly report 1 January-30 June 2022: Profitable growth in Sweden – challenges in Finland

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Regulatory press releases

SkartaNYAB Plc acquires Power Forze AB and arranges a directed share issue

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Regulatory press releases

SkartaNYAB Plc lowers financial guidance for 2022 and publishes preliminary information on key figures of the first half of the year

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Sitema has been awarded ISO 9001, 14001 and 45001 certificates

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: The final outcome of the personnel share issue 2022

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Regulatory press releases

SkartaNYAB and Uusiutuva Energia Karahka Oy have signed a BoP agreement for a Karahka wind park in Oulainen

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SkartaNYAB and Uusiutuva Energia Karahka Oy have signed a BoP agreement for a Karahka wind park in Oulainen

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Skarta will build a wind farm in Pajuperänkangas with a new customer, ABO Wind

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Skarta signed a contract with SSAB regarding construction project of new office building, as well as research and laboratory facility, to Raahe plant

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Skarta and the Centre for Economic Development, Transport and the Environment for Lapland signed an extensive contract on the Jokikylä bridge in Oulu

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SkartaNYAB has signed a comprehensive framework agreement with the Swedish Transport Administration

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Regulatory press releases

SkartaNYAB has signed a significant frame agreement with Swedish Transport Administration

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Regulatory press releases

SkartaNYAB Plc establishes new share-based incentive plans

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Skarta signs two contracts with LKAB for the execution of infrastructure projects

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Skarta will be making everyday life effortless and clean also in Pirkanmaa – Skarta was awarded the contract for the building of pumping stations for Tampere Region Central Wastewater Treatment Plant

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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NYAB wins customer trust

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc publishes new long-term financial targets

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Regulatory press releases

SkartaNYAB Plc’s business review 1 January-31 March 2022 (unaudited): Stable performance in seasonally weakest quarter, high orderbook enables good outlook for the rest of the year

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Regulatory press releases

SkartaNYAB Plc: Resolutions of the Annual General Meeting

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Regulatory press releases

SkartaNYAB has signed a financing agreement of SEK 135 million

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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NYAB signs extensive agreement with Piteå municipality

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Regulatory press releases

SkartaNYAB Plc: Notice to the Annual General Meeting

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: Annual report from financial year 2021 has been published

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Magnus Granljung takes over as CEO of NYAB

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc: Trading in new shares began at First North marketplace

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Oyj – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

SkartaNYAB Plc – Managers’ Transactions

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Regulatory press releases

Johan Larsson appointed as CEO of SkartaNYAB Plc – also other changes in the management team

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Regulatory press releases

SkartaNYAB Plc: Decisions of the Board of Directors’ organizing meeting

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Regulatory press releases

SkartaNYAB Plc publishes pro forma information regarding the acquisition of NYAB Group

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Regulatory press releases

SkartaNYAB Plc: Board of Directors decided on the closing of the NYAB transaction – changes in the name and members of the Board of Directors

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The strongest actors in solar energy to cooperate – Skarta and Solarigo aim to build 1,000 megawatts of solar power

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Skarta founded a new business unit – electrical grid business to complement the value chain

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NYAB moves cultural buildings on behalf of LKAB

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NYAB signs framework agreement with Huddinge municipality

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NYAB is awarded three projects in the Ore Fields

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Skarta Group Plc clarifies the structuring of the NYAB arrangement and timetable, and summons an Extraordinary General Meeting

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NYAB is awarded an energy project in Umeå

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NYAB is awarded the “Operating area Överkalix & Övertorneå” by the Swedish Transport Administration

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Tuulivoimalan perustukset raudoitustyön alkuvaiheessa Juurakon tuulipuistossa Kalajoella. Laadunvarmistus on olennainen osa työvaihetta, ja siihen mennessä työmaalla on dokumentoitu jo monta suunnitelmaa ja pöytäkirjaa.

Quality is the basis of everything for Skarta

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Skarta joins forces with Swedish NYAB Group to step up the pace of building a clean future

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Skarta, builder of a clean future, developed a model for the calculation of CO2 emissions that relate to the infrastructure of wind farms

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NYAB contracted for projects in Stockholm and Umeå

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Near Energy at the center of the development of Skarta’s energy business

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NYAB is awarded an infrastructure contract worth 130 million for Huddinge municipality

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Skarta aims at being at the forefront of hydrogen economy – acquires the first new-generation hydrogen car in Finland for its use

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NYAB wins assignments in the Stockholm area

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First of its kind in Finland – Skarta had a major role in the closure of the Hitura mine

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The bridge over Siikajoki, built by Skarta, was opened to traffic

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Skarta completed the construction work for the Jämsä central sewage treatment plant three months early

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Skarta starts building a wind farm for Puhuri – a third common project for markets in clean energy

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New project for Skarta in Metsä Group’s bioproduct mill site

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NYAB is building a wind farm in Kalajoki at full power

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Skarta has launched new financial targets and strategic main directions – Activities will be expanded towards overall projects in wind power, solar energy, and hydrogen solutions

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Trading in Skarta Group Plc’s new shares began on the First North marketplace

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Skarta’s journey to become a First North company is progressing according to plan – the Board of Directors to have strong expertise in the energy sector

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Skarta got an order worth MEUR 10 from LKAB

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Skarta to build the foundations for EPV Energia’s wind farm in Närpiö

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NYAB wins the Group’s largest contract of all time

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Kuvituskuva, nainen ja mies tietokoneella

Job opportunities at Skarta

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NYAB is awarded assignments by Nacka municipality and the Swedish Fortifications Agency in Kiruna municipality

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Skarta Group seeks momentum for growth on the stock market

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Skarta to partner with Atria on a major wind power project

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NYAB is building a new road and bridge for Skellefteå municipality

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Skarta Energy Oy to be a new wind power subsidiary

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NYAB is awarded a bridge contract in Stockholm

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Skarta Finland started work on the construction site of the Kemi bioproduct factory

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HS-Vesi invests in Paroinen treatment plant in Hämeenlinna

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VSB selected NYAB as the main contractor for the Juurakko wind farm

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