Toivo Group - Good to live in hope

Direct quote from the press release: “The Preliminary Agreement signed today does not obligate Toivo to implement the Transaction or any other similar arrangement.”

Surely, the closing of the deal is now being awaited until certainty is gained regarding whether the tax change applies to all data centers → the agreement is scrapped, or if E-Heat-like centers that utilize waste heat and offer flexibility to the electricity markets would still remain within the scope of the reduced tax → the agreement is implemented, and the tax change could actually be really beneficial for E-Heat, as practically all data center operators in Finland wanting cheap electricity would either have to copy E-Heat’s operating model themselves or use a suitable partner here :slight_smile:

This would thus become a real race, because the number of sites where waste heat can be utilized is limited → E-Heat would be at the forefront of this race with its established relationships and proven technologies. It will be interesting to see which way this turns.

In my logical thinking, it should of course go that at least operators like E-Heat would remain in a lower tax bracket. It’s difficult to logically justify how an electric boiler, which does nothing but convert electricity into heat, would be “better” for society than a facility that uses electricity in exactly the same way but produces a byproduct as added value, i.e., computation that would in any case be performed somewhere in the world.

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Toivo aims to get on Nasdaq Helsinki’s main list, here is the press release in the necessary parts:

Toivo Group Oyj, Company Announcement, inside information April 4, 2025 at 4:00 PM

The Board of Directors of Toivo Group Oyj (“the Company”), specializing in Finnish real estate development and ownership, has decided to pursue the transfer of the Company’s shares to the Nasdaq Helsinki Oy stock exchange list (“Main List”) during 2025. The decision is based on objectives centered on accelerating business operations, increasing shareholder value, strengthening trust, and continuously developing processes.

Despite market conditions, the Company has performed well since its listing on the Nasdaq First North Growth Market Finland marketplace (“First North”). The goal of the Main List transfer is to accelerate development, capitalize on emerging opportunities in the real estate sector, and increase market share. At the same time, the company continues to develop its strategy towards stronger growth.

The Company was listed on the First North marketplace in 2021 and has since actively developed its governance model, reporting, and processes to meet the requirements of the Main List. The transfer to the Main List supports the Company’s goal of increasing its brand awareness and strengthening its credibility among all stakeholders.

The Main List transfer also aims to improve share liquidity and attract a broader ownership base, including new institutional investors. Moving to the Main List supports the Company’s long-term growth strategy and strengthens its position as an investment target.

The Company has initiated preparations for the transfer to the Main List. The transfer requires approval from authorities and the finalization of the listing process. A detailed timetable and additional information will be communicated to the market later. No share issue is intended in connection with the transfer to the Main List.

“Toivo Group Oyj has been listed on the First North marketplace since 2021. During this time, we have significantly developed our operations and built a solid foundation for future growth. Now is the right time to take the next step and move to the Main List,” states CEO Markus Myllymäki.

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Here are Frans’s insightful comments regarding the aforementioned release. :slight_smile:

Toivo announced that its board has decided to explore the transfer of the company’s shares to Nasdaq Helsinki’s main list during 2025. With a potential transfer, the company aims to accelerate business, increase shareholder value, as well as strengthen trust and continuously develop processes. In connection with the transfer to the main list, there is no intention to arrange a share issue.

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Toivo announced yesterday a small but quite pleasant-looking owner-occupied housing project in Töyrynummi, Helsinki.

Total value 3.6 million euros and 10 homes. Eight semi-detached apartments and two detached houses. Half are reserved, and construction work begins immediately.

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Here are Frans’ preliminary comments as Toivo releases its Q1 results on Wednesday morning. :slight_smile:

The company has managed to launch projects well, considering the circumstances, at the end of last year and the beginning of this year, which supports earnings development. However, residential sales completed last year and weaker occupancy rates clearly reduce rental income. We expect operating profit and net income to have grown clearly from the comparison period and to rise to a reasonable level again. Residential sales and falling interest rates also support our financial expense forecasts. The most interesting part of the review will be the company’s comments on the E-Heat acquisition, which the company tentatively estimated in February would be completed in March-April. Since the announcement of the deal, the Finnish government has proposed abandoning the lower electricity tax class for data centers, which would significantly increase their electricity tax and would have a significant negative impact on E-Heat’s profitability.

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Can we finally throw p/navi in the trash now? :blush:

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Q1/2025 published

https://attachment.news.eu.nasdaq.com/ad4ea008fcea8a61a345061c0462bba3d

KEY EVENTS DURING THE REVIEW PERIOD 1.1.-31.3.2025

  • Revenue 11.5 (10.3) million euros.
  • During the review period, agreements were made for the construction of a total of 81 (0) apartments,
    and 1 parking garage.
  • During the review period, construction began on 124 (0) apartments, and one parking garage.
  • During the review period, 39 (72) apartments were completed.

OUTLOOK FOR 2025

  • The company estimates its operating profit to be 6–11 million euros for the financial year 1.1. – 31.12.2025.
  • The company estimates its operating profit, excluding changes in the fair values of investment properties, to be

6–11 million euros for the financial year 1.1.-31.12.2025.

E-Heat’s share

On 14.2.2025, it was announced that Toivo Group Oyj and E-Heat Oy had signed a preliminary agreement concerning the acquisition of the entire share capital of E-Heat Oy. According to the preliminary agreement, Toivo and the founding shareholders of E-Heat Oy committed to advancing an arrangement aimed at strengthening Toivo’s position in the data center and sustainable energy business areas. Negotiations regarding the transaction have continued since the signing of the preliminary agreement, but due to, among other things, a possible change in Finland’s electricity grid tariff class, final decisions regarding the transaction have not yet been made. The transaction also involves conditions and uncertainties typical of corporate acquisitions, and the signing of the final transaction agreement is conditional on, among other things, the completion of Toivo’s due diligence review.

Current situation:
• A possible change in Finland’s electricity grid tariff class has delayed the negotiation process related to the transaction.
• Toivo Group Oyj and E-Heat Oy continue negotiations to acquire the share capital of E-Heat Oy, either wholly or partially.
• Final decisions on the transaction are still pending, and Toivo will announce them as soon as they are made.
• Toivo is evaluating the effects of the planned acquisition in the new market situation before making final decisions.

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Will that figure be externally verified somehow, or is it solely up to investors to decide whether to trust the figures provided by the company or not?

From an investor’s perspective, it might be reasonable to add that to the reconciliation of alternative performance measures and specify there how the figure is formed: (ESMA - Alternative Performance Measures)

A small new litigation case can be found under operational financial risks:

“A clawback claim was filed against the company in March 2025 concerning contract payments made by a client that went bankrupt in 2024 to Toivo in 2023 and 2024. The maximum claim is approximately €1.2M. According to the company, the claim is unfounded, and we are currently preparing a response to it.”

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Frans has already given his comments on the morning’s result. :slight_smile:

Toivo published its Q1 results in the morning, which, in the big picture, were well in line with our expectations. Revenue and operating profit grew significantly from last year and were very close to our expectations. Toivo also published new financial targets, which reflect the company’s current state, focusing on project development and active balance sheet recycling. The company is now ambitiously targeting 20% growth in volume and operating profit. A key change was also that the company will now start paying dividends. Toivo was not yet able to provide more detailed information regarding the E-Heat acquisition.

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@Markus_Myllymaki was in Frans’s interview. :slight_smile:

Topics:

00:00 Introduction
00:17 Q1 Highlights
01:56 Profitability of new projects
03:38 E-Heat acquisition
07:05 Planning the move to the main list
09:14 Financial targets
12:29 Dividend policy

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Frans has made a new company report after Toivo’s Q1 releases.

Toivo’s Q1 report largely met our expectations. The company set new ambitious financial targets, will start paying dividends, and further refined its strategy towards construction and development activities. We slightly lowered our short-term forecasts due to increased economic uncertainty and a very slow recovery in the housing market. We see the valuation (25-26e PE 12-8x) as an attractive level relative to the earnings growth potential in the coming years in a recovering market. We reiterate our Add recommendation but, driven by forecast changes, lower our target price to EUR 1.20 (previously EUR 1.25).

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As expected, the matter was deferred so that the electricity tax class issue can be resolved before the final decision of the deal. Toivo also provides E-Heat with a guarantee of 0.675 million euros to support growth financing. The guarantee is part of E-Heat’s 6 million euro investment program in 2025.

To my understanding, one of E-Heat’s largest owners has made a purchase offer to the owners who came through Invesdor (not to Toivo and the operative management) at a valuation of 9 million euros. This is a higher valuation than what Toivo paid for its own minority stake at the end of last year, which makes it, in my opinion, reasonably safe to say that the purchase of the minority stake was not wasted money, even though the electricity tax reform hit the fan. This owner will likely be able to support E-Heat in financing upcoming investments.

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Do you know what proportion of the share capital the shareholders who came through Invesdor represent? @Frans-Mikael_Rostedt

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I don’t know the exact figure, but Toivo and the founding partners owned approximately 56% of E-Heat Oy’s share capital at the beginning of the year.

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Toivo applies for Helsinki’s main list and Frans commented on it. :slight_smile:

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The main listing, for a change, provided a lot of transparency into the company when they published the listing prospectus and Catella’s valuations:
https://sijoittajille.toivo.fi/fi/listautuminen_2025

A few excerpts from four years ago and a comparison to the present day:

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Now, in the valuation, Kartanonlehto is 13.9 million and Kartanonpiha is 7.32 million, totaling 21.22 million.

51% owned by Toivo, Marin arvokiinteistöt in Raahe.
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Kamux has left, rented out in winter for storage of boats, motorhomes, etc. Masku has left. Puuilo remains. In four years, the value has dropped from 1.6 million to 1.5 million. I’m a bit surprised it’s only a hundred thousand. This is indeed a small side note, insignificant for the overall picture.

Puotinharjun Puhos, commercial premises, will be demolished and replaced with apartments. Value changed from 290k to 790k.

Viikin Loisto, furnished apartments for rent. Toivo once redeemed a construction company’s bankruptcy property and recorded a large development margin.
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In the valuation report, with an even higher value, changed in four years from 5.71 million to 5.03 million.

Otherwise, the balance sheet has seen many plots rotate, or they were still under construction in 2021 and valued accordingly.

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Interesting comparison!

There was also a section in the company prospectus that tries to answer why Catella’s estimates are missing projects/costs worth 7.6 million euros. What could these be?

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It sounds like common sense is prevailing in the data center electricity grid saga. The reform is being revised to better account for different types of data centers. This should mean that the competitiveness of E-Heat centers utilizing waste heat and flexible in electricity consumption improves compared to data centers that do not offer these.

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Here are Frans’s comments on how he sold two social properties to be built for 11 million euros. :slight_smile:

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A new 10.5 MEUR terraced house project has commenced as part of the Nuveen entity.

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