Steady Energy Oy's combination with 3North Partners Plc and listing of the combined company will be completed as planned; the offering was oversubscribed and trading in the series A shares is expected to commence on or about 2 October 2026
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3North Partners Plc, Company announcement 30 September 2026 at 4:00 p.m. EEST
3North Partners Plc ("3NP" or the "Company"), an investment company whose purpose is to combine with a technology company and to support the company in its growth and value creation, and Steady Energy Oy ("Steady Energy"), a developer of heat-only small modular reactor ("SMR") technology announced on 15 September 2026 that they are planning an initial public offering (the "IPO" or the "Offering") and listing on the Nasdaq First North Growth Market Finland (the "First North") maintained by Nasdaq Helsinki Ltd ("Nasdaq Helsinki") (the "Listing"). 3NP and the shareholders of Steady Energy (the "Sellers") have on 11 September 2026 entered into a share exchange agreement (the "Share Exchange Agreement") whereby 3NP acquires all outstanding shares in Steady Energy (the "Combination") by way of a directed share issue consisting of new shares in 3NP to form a combined company (the "Combined Company"). On 18 September 2026, 3NP announced further information on the Offering and the Listing and published the company description related to the Offering and the Listing (the "Company Description").
Since the conditions precedent of the Combination have been met, 3NP and the Sellers have today resolved to complete the Combination and signed a closing memorandum, thereby consummating the transactions under the Share Exchange Agreement. Furthermore, 3NP has today resolved on the completion of the Offering and the Listing (together with the consummation of the transactions under the Share Exchange Agreement, the "Closing"). The Offering was oversubscribed and attracted significant demand from private individuals and entities in Finland.
The Combined Company will be called Steady Energy Plc (Steady Energy Oyj in Finnish). Trading in the Combined Company's series A shares (the "Listing Shares") will commence on the First North operated by Nasdaq Helsinki under the trading code "STEADY" (ISIN code: FI4000609XXX) on or about 2 October 2026. The Board of Directors of 3NP has resolved on the issuance of shares and option rights related to the Combination. In addition, other resolutions related to and conditional on the Combination will enter into force.
The Offering and the Private Placement
In the Offering, 3NP has resolved to issue new series A shares in 3NP (the "Offer Shares") for private individuals and entities in Finland at a subscription price of EUR 10.00 per Offer Share. In addition, each investor who has subscribed for the Offer Shares in the Offering will receive, for each fifteen (15) Offer Shares allocated to the investor in the Offering, one (1) additional new series A share in 3NP (a "Bonus Share") at no additional cost. Unless the context indicates otherwise, the Offer Shares and the Bonus Shares are together referred to herein as the "IPO Shares".
In addition to the Offering, 3NP had received irrevocable commitments subject to certain conditions to subscribe for new series A shares in an aggregate amount of approximately EUR 69.8 million (the "Investor Commitments") from Elo Mutual Pension Insurance Company, Fortum Energy Holding B.V., Ilmarinen Mutual Pension Insurance Company, Mininvest Oy, Move Energy SMR Holding B.V., Orlen VC sp. z o.o., Finnish Industry Investment Ltd (Tesi), Varma Mutual Pension Insurance Company and Yes VC Select, LP (the "Co-Investors") (the "Private Placement"). Furthermore, 3NP shall issue, free of charge, to each Co-Investor subscribing for shares in the Private Placement one (1) option right for every three (3) series A shares subscribed for by such Co-Investor, each such option right entitling, under certain conditions, the holder to subscribe for one (1) series A share at the exercise price of EUR 11.50 per series A share (the "Investor Options"). The Combination, the Private Placement, the EIB Loan (as defined below), the IPO and the Listing are herein jointly referred to as the "Transactions".
Pursuant to their terms, the Investor Commitments were accepted in full. The total number of series A shares resolved to be issued in the Private Placement is 6,983,000 (the "PP Shares"). The subscription commitments given in the Offering were accepted in full for up to 50 Offer Shares and approximately 59 per cent of the subscription commitments exceeding this amount. In the Offering 3NP has resolved to issue a total of 532,242 IPO Shares, consisting of 500,000 Offer Shares and 32,242 Bonus Shares. The Company will receive gross proceeds of EUR 5 million from the Offering. As a result of the Transactions, the number of all the shares in 3NP (the "Shares") immediately following the Closing will increase to 35,123,137 Shares (divided into 33,252,387 series A shares, including the 25,737,145 Consideration Shares (as defined below), and 1,870,750 series B shares) and the total number of shareholders will increase to over 3,000 shareholders. The IPO Shares to be issued in the Offering will represent approximately 1.5 per cent of the Shares and voting rights conferred by the Shares after the Offering. In addition, a total of 2,327,664 Investor Options are issued, which entitle to subscribe for a maximum of 2,327,664 series A shares in the Combined Company.
The IPO Shares will be recorded in the book-entry accounts of investors who have made an approved commitment by 2 October 2026. The PP Shares are ready to be delivered against payment through Euroclear Nordics Ltd by 2 October 2026.
B-Shareholders
3NP has raised working capital through subscriptions of series B shares and warrants prior to the Combination for a total subscription price of approximately EUR 2.2 million. Holders of 3NP's series B shares are Timo Ahopelto (TA Ventures Ltd), Olli Eklund (Deciding Point Oy), Juha Hulkko (Jtel Oy), Juha Lindfors (Långdal Ventures Oy), Pekka Lundmark (Vilomark Oy Ab), Tero Ojanperä (Rando Labs Oy), Ilkka Paananen (Illusian Oy), Risto Virkkala (Tech Consulting Group TCG Oy), Tuomo Vähäpassi (TSOEH Oy) and Carl Bruun (Seabee Invest Oy) (the "B-Shareholders" and each separately, a "B-Shareholder"). The B-Shareholders have invested capital in 3NP and are to support the Combined Company by making their extensive experience and networks in financing and developing growth companies available to it, as separately agreed from time to time, for the benefit of the Combined Company. The B-Shareholders hold a total of 1,870,750 series B shares. The series B shares entitle the holder to convert them into series A shares at a 1:1 conversion ratio, under certain conditions, as described in more detail in the Combined Company's Articles of Association. Furthermore, 3NP has issued 2,120,183 warrants to 3NP's B-Shareholders, each warrant entitling its holder to subscribe for one (1) series A share for a subscription price of EUR 12.00 per share.
The EIB loan
3NP as borrower and Steady Energy as guarantor have also entered into a finance contract with the European Investment Bank ("EIB") for a convertible loan of up to EUR 40 million, structured in two tranches of up to EUR 30 million (the "Tranche A") and up to EUR 10 million (the "Tranche B") (the "EIB Finance Contract"), to finance the development of Steady Energy's technology (the "EIB Loan"). Pursuant to the EIB Finance Contract, EIB has the right to convert amounts outstanding under the EIB Loan into series A shares of the Combined Company. The EIB Loan carries an interest of zero (0) per cent and has a maturity of 20 years from the date of the EIB Finance Contract, unless earlier repaid or converted. The EIB Loan is intended to finance part of the costs of Steady Energy's research and development project relating to the design and development of the LDR-50 technology. The EIB Loan represents the first financing provided by EIB for an SMR project.
Under the terms of the EIB Finance Contract, 3NP has resolved to issue EIB 3,869,565 option rights (the "EIB Option Rights"), each EIB Option Right entitling its holder to subscribe for one (1) new series A Share in the Combined Company against set-off of amounts outstanding under the EIB Loan, at a subscription price of EUR 10.00 per share in respect of the EIB Option Rights relating to Tranche A and EUR 11.50 per share in respect of the EIB Option Rights relating to Tranche B. The maximum number of shares that may be subscribed for pursuant to the EIB Option Rights corresponds to the amount outstanding under the EIB Loan at the time of exercise, divided by the applicable subscription price. A maximum of 3,000,000 EIB Option Rights may be exercised in connection with the Tranche A and a maximum of 869,565 EIB Option Rights, which are only considered subscribed subject to the drawdown of Tranche B, may be exercised in connection with the Tranche B. Assuming full drawdown of the EIB Loan, the EIB Option Rights would entitle EIB to subscribe for up to 3,869,565 new series A shares. EIB may exercise the EIB Option Rights, in whole or in part, at any time prior to the maturity of the EIB Loan.
Composition of the Board of Directors
According to the Articles of Association of the Combined Company, 3NP's sponsors Tuomo Vähäpassi, Carl Bruun, Juha Lindfors, Timo Ahopelto, Risto Virkkala, Tero Ojanperä, Ilkka Paananen, Juha Hulkko, Olli Eklund and Pekka Lundmark shall have the right, by written notice to the Combined Company, to appoint two (2) members to the Combined Company's Board of Directors. The right to appoint members to the Board of Directors by special order of appointment ceases at the end of the first Annual General Meeting held after twenty-four (24) months have passed from the date on which the series A shares of the Combined Company have been admitted to trading.
Pursuant to the Articles of Association of the Combined Company, the Board of Directors of the Combined Company consists of at least five (5) and at most seven (7) ordinary members. The sponsor representatives described above are included in the count of ordinary members of the Board of Directors, and the General Meeting appoints the other three to five ordinary members. The shareholders of 3NP have unanimously resolved to elect Pekka Lundmark, Timo Ahopelto, Chirayu Batra, Juha Juntunen and Petteri Tenhunen as members of the Combined Company's Board of Directors, effective as of the Closing. Pekka Lundmark has been elected as the Chair. As a result of the Closing, the aforementioned persons are the members and the Chair of the Combined Company's Board of Directors. The Chair of the Board of Directors shall be paid annual remuneration of EUR 60,000 and other members of the Board of Directors annual remuneration of EUR 40,000.
The Combined Company's Chief Executive Officer and Management Team
As a result of the Closing, the CEO of Steady Energy, Tommi Nyman, has become the CEO of the Combined Company, and the CFO of Steady Energy, Sami Airola, has become the CFO of the Combined Company. The other members of Steady Energy's management team have become the members of the Combined Company's management team (the "Management Team"). Of the members of the Management Team, Tommi Nyman, Sami Airola, Petteri Tenhunen and Hannes Haapalahti are employed by the parent company. The new Management Team has taken up its position. As described in the Company Description, the Combined Company's Management Team includes:
- Tommi Nyman, Chief Executive Officer
- Sami Airola, Chief Financial Officer
- Hannes Haapalahti, Chief Technology Officer
- Petteri Tenhunen, General Counsel
- Matti Pentti, Chief Commercial Officer
- Tiina Partanen, Chief Operating Officer
- Lauri Muranen, Head of Public Affairs
- Juho Vierimaa, Head of Licensing and Quality
As planned, 3NP's management Tuomo Vähäpassi and Carl Bruun have resigned and, in accordance with 3NP's operating principles, during their notice period, they will support the Combined Company's Management Team for example in projects related to strategy, financial administration, investor relations and financing, as separately agreed upon with the Combined Company's Board of Directors.
The Company Description is available on the website of 3NP at www.3north.fi/en, on the website of the Combined Company at investors.steadyenergy.com/en/ipo and on the website of Nordea Bank Abp ("Nordea" or the "Sole Global Coordinator") at www.nordea.com/fi/steadyenergy. The Finnish language company description is available on the website of 3NP at www.3north.fi, on the website of the Combined Company at investors.steadyenergy.com/fi/ipo and on the website of Nordea at www.nordea.com/fi/steadyenergy.
Tommi Nyman, CEO of the Combined Company, comments:
"Steady Energy was born on a simple idea: we should not have to burn fossil fuels to produce heat. The strong confidence in Steady Energy from Finnish private investors shows that people believe in that idea. I would like to take this opportunity to warmly welcome all new investors as our shareholders. We can now focus on finalising our technology, which aims to provide cost-effective nuclear heat and reduce the use of fossil fuels, and drive forward the commercialisation of our business at full speed."
Consideration in the Combination
The fixed purchase price payable in the Combination by 3NP to the Sellers will be paid with 25,737,145 new series A shares (the "Consideration Shares"). In addition, as replacement for Steady Energy's cancelled option rights, 3NP has resolved to issue a total maximum of 1,054,760 option rights that entitle their holders to subscribe for a total maximum of 1,054,760 new series A shares in the Combined Company (the "Consideration Options"). In connection with the Closing, 3NP also purchases existing shares in Steady Energy from Tommi Nyman, Hannes Haapalahti and Petteri Tenhunen (each separately, a "Steady Energy Founder" and together, the "Steady Energy Founders") for an aggregate number of shares that corresponds to EUR 850,000 per each Steady Energy Founder.
Additional purchase price
3NP and the Sellers have agreed on an additional purchase price in connection with the Combination. If the Combined Company's volume-weighted average share price exceeds EUR 15.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days within four years (as such date may be extended as described in the Company Description) from the date of the Closing (the "Closing Date"), 4,999,991 new series A shares in the Combined Company will be offered to the Sellers for subscription without payment ("Earn-Out Payment I"). If the Combined Company's volume-weighted average share price exceeds EUR 25.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days within five years (as such date may be extended as described in the Company Description) from the Closing Date, 4,999,991 new series A shares in the Combined Company will be offered to the Sellers for subscription without payment in addition to Earn-Out Payment I ("Earn-Out Payment II", together with Earn-Out Payment I, the "Earn-Out Payments"). For the sake of clarity, the volume-weighted average share price for each day of the relevant ten trading days period has to exceed the applicable threshold amount. The Earn-Out Payments would be offered for subscription to those Sellers who held shares in Steady Energy in connection with the Closing. The maximum additional purchase price is therefore 9,999,982 new series A shares in the Combined Company.
Amendments of the Articles of Association
The Articles of Association of 3NP are amended upon Closing. The most significant amendments include: changing the company name and line of business; making certain amendments in relation to (a) conversion of series B shares, (b) consent clause in respect of series B shares and (c) redemption clause in respect of series B shares; adding articles regarding the Board of Directors and special order of appointment of Board members; and adding articles regarding the notice of the General Meeting, venue and participation, registration to the General Meeting and the Annual General Meeting. As a result of the Closing, the amendments of the Articles of Association will be entered in the Finnish Trade Register.
Lock-up
The B-Shareholders as well as 3NP's management Tuomo Vähäpassi and Carl Bruun have, subject to certain exceptions, committed to customary transfer restrictions of 24 months from the Closing. In connection with the Combination, the Sellers have, subject to certain exceptions, also committed to customary transfer restrictions. These transfer restrictions will remain in force for 36 months from the Closing with respect to the Steady Energy Founders, and for 180 days with respect to the rest of the Sellers.
Advisers
Nordea is acting as 3NP's financial advisor and as the sole global coordinator and sole bookrunner in relation to the Offering and as the receiving agent in relation to the Private Placement. Nordea acted as a subscription place for its own clients in the Offering. In addition, 3NP had appointed Nordnet Bank AB to act as the subscription place in the Offering. Borenius Attorneys Ltd is acting as legal advisor of 3NP in relation to the Transactions. Krogerus Attorneys Ltd is acting as legal advisor to the Sole Global Coordinator. Roschier, Attorneys Ltd. is acting as legal advisor of Steady Energy in relation to the Combination. Burson Finland Oy is acting as communications advisor to Steady Energy and 3NP. Aktia Alexander Corporate Finance Oy will act as the Combined Company's certified adviser.
Further inquiries
The Combined Company's CEO Tommi Nyman, tel. +358 50 360 7823
Certified Adviser
Aktia Alexander Corporate Finance Oy
About Steady Energy
Steady Energy is a Finnish nuclear technology company developing a new generation of small modular reactors (SMRs) especially suited for district heating. Its LDR-50 reactor is designed to provide cities and utilities with a reliable, scalable and low-carbon alternative to combustion-based heat production. The reactor concept is based on proven light-water reactor technology, combined with a simplified design focused exclusively on producing heat. Steady Energy aims to make nuclear energy more cost-effective to deploy and to establish its technology as a scalable solution for decarbonising district heating globally. Steady Energy was founded in 2023 as a spin-off from the Technical Research Centre of Finland VTT and has approximately 75 full-time employees.
About 3NP
3NP is an investment company whose purpose is to bring together technology investors, entrepreneurs and executives, identify and analyse technology companies as potential combination partners, combine with one such company, and support the combined company in its growth and value creation.
Important information
The information contained in this release is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction in which the release, publication or distribution would be unlawful.
The information contained in this release does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. 3NP does not intend to register any securities in the United States or to offer securities to the public in the United States. Any offering of securities by the Company in the United States may only be made pursuant to an exemption from registration under the U.S. Securities Act of 1933, as amended.
The issue, offer, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or the Sole Global Coordinator assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained in this release shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for, nor shall there be any sale of, the securities referred to in this release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this release refers, unless they do so on the basis of the information contained in the company description published by the Company.
The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. In the United Kingdom, public offers of relevant securities are prohibited under the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the "POATRs") unless an exemption set out in Schedule 1 to the POATRs applies. With respect to each Member State of the European Economic Area other than Finland and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, and in the United Kingdom only to persons who are qualified investors within the meaning of Schedule 1 to the POATRs or in other circumstances where an exemption under the POATRs applies. For the purposes of this paragraph, the expression an "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.
This release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
Full terms and conditions for the Offering are included in the company description that has been prepared by 3NP and Steady Energy in connection with the Offering. The company description and its Finnish translation are available on the website of 3NP at www.3north.fi/en, on the website of the Combined Company at investors.steadyenergy.com/en/ipo and on the website of Nordea Bank Abp at www.nordea.com/fi/steadyenergy.
Any offer to subscribe for the securities referred to in this release will be made by means of a company description that has been published by 3NP following a review by Nasdaq Helsinki. The company description contains detailed information about the Combined Company and its management as well as its financial information. This release is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this release except on the basis of information contained in the company description.
Certain statements in this release are "forward-looking statements". Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Combined Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, the Combined Company's business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, investments, the initial public offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained in this release speak only as at the date of this release. Save as required by law, the Combined Company does not intend, and does not assume any obligation, to update or correct any forward-looking statement contained in this release.
The Sole Global Coordinator is acting exclusively for 3NP and for no-one else in connection with any transaction mentioned in this release and will not regard any other person (whether or not a recipient of this release) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this release or in connection with any transaction referred to in this release.
The contents of this release have been prepared by, and are the sole responsibility of, 3NP and Steady Energy. Neither the Sole Global Coordinator nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release or any other information relating to the Combined Company, its subsidiaries or associated companies (or whether any information has been omitted from this release), whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"); (b) Articles 9 and 10 of the Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares and the Bonus Shares have been subject to a product approval process, which has determined that the Offer Shares and the Bonus Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the "Positive Target Market Assessment"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that: the price of the Offer Shares and the Bonus Shares may decline and investors could lose all or part of their investment; the Offer Shares and the Bonus Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares and the Bonus Shares is compatible only with investors who do not need a guaranteed income or capital protection and who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Conversely, an investment in the Offer Shares and the Bonus Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile (the "Negative Target Market" and, together with the Positive Target Market Assessment, the "Target Market Assessment"). The Target Market Assessment is without prejudice to the requirements in any contractual, legal or regulatory selling restrictions in relation to the Offering.
The Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, obtain, or take any other action concerning the Offer Shares and the Bonus Shares. Each distributor is responsible for its own Target Market Assessment in respect of the Offer Shares and the Bonus Shares and determining the appropriate distribution channels.
