GEOSENTRIC OYJ BULLETIN October 13, 2008 at 12:45 GEOSENTRIC DRAWS SECOND PART OF FINANCING AND APPROVES INCENTIVE AGREEMENT WITH TOP MANAGEMENT As informed in stock exchange release on September 3, 2008 GeoSentric Oyj has decided to raise a maximum amount of EUR 16,000,000 (“Issue”) by virtue of authorization granted by the Extraordinary General Meeting of September 10, 2007, by issuing a loan note which includes a specific option right to use the note to set off subscription price of shares as according to Chapter 10, Clause 1 of the Finnish Companies Act (“Note”). The Note shall be directed to at maximum one hundred institutional and qualified investors accepted by the Board. The note provides a minimum conversion ratio of EUR 0.106 exceeding the current share price and is exercisable only at predefined conversion events. The maximum amount of new shares to be subscribed by virtue of the Note is 150,302,466, assuming that the maximum amount of financing is raised. Of the share subscription price EUR 0.01 is booked to share capital and the remainder in invested unrestricted equity fund. As a result of the Note company's share capital may increase by a maximum of EUR 1,503,024.66. Subscription period for the Issue ends on November 18, 2008. The maximum principal amount of the Note is EUR 16,000,000 and the interest rate of the Note is 12.5 % payable semi-annually. The Note period is five years ending on August 25, 2013. As informed earlier the Board has approved the investment commitment of Schroder & Co. Limited for an aggregate amount of EUR 10,000,000. The Company has the right to withdraw the committed amount in two separate parts of which the first part of EUR 2,800,000 was withdrawn on September 3, 2008. The Board has now decided to withdraw the second part of EUR 7,200,000 of the commitment. The estimated payment date of the amount is October 13, 2008. The Board will approve the Note subscriptions by Schroder & Co. Limited for the total amount of EUR 10,000,000 when the payment has been received. As a part of the terms relating to the investment, previous financing round arranged in August-September 2007 and simultaneously agreed restructuring of company's ownership, the Board has approved an incentive carve-out agreement entered into with key senior managers who are holders in GeoHolding B.V. for a successfully completed exit transaction. The incentive carve-out is based on the valuation of the company in pre-defined exit events, requiring shareholders' approval to take place, and may not exceed 10 percent of the valuation. The agreement shall be valid until July 31, 2017. October 13, 2008 GEOSENTRIC OYJ Distribution: NASDAQ OMX Helsinki Principal news media
GEOSENTRIC DRAWS SECOND PART OF FINANCING AND APPROVES INCENTIVE AGREEMENT WITH TOP MANAGEMENT
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