GEOSENTRIC OYJ STOCK EXCHANGE RELEASE October 12, 2011 at 17:15
FIRST TRANCHE OF THE COMPANY’S DIRECTED SHARE OFFERING HAS BEEN CLOSED AND THE BOARD HAS RESOLVED TO SUBSCRIBE €1 MILLION TO THE GEOSOLUTIONS HOLDINGS NV SHARE OFFERING
As previously announced, the Company is currently arranging a directed share offering (“GSOY Offering”) to its largest shareholders. The GSOY Offering is primarily intended to allow GSOY to participate in the planned second tranche of the share offering of GeoSolutions Holdings NV (“GHNV”), its previously wholly owned subsidiary (now 15% owned associate company). The second tranche of the GHNV share offering, agreed to be executed on 14 October 2011 at the latest, shall raise €2m directed equally to the lead investor and to the Company, each being entitled to subscribe for new GHNV shares for the amount of €1 million.
The Company has now received investment commitments in excess of €1 million and has resolved to issue 1,893,750,000 new shares at €0.0004 per share to the first tranche of GSOY Offering participants thereby raising €757,500. In addition it has accepted a short-term loan from one of its largest shareholders in the amount of €250,000. This loan is a short term loan which, by the end of October 2011, may at the election of the noteholder be either converted into Company shares or convertible note by issuing special subscription rights on the same terms as the GSOY Offering, or repaid providing that, at all times, the total amount raised in the GSOY Offering together with this note shall remain at least €1 million. The Company has received further indications of interest to subscribe to the GSOY Offering and intends to continue accepting investment commitments to the second tranche for a further short period of time until October 14, 2011. The Company will announce the final total as soon as the second tranche of the GSOY Offering is closed, whereupon the Board will approve and issue the remaining new shares based on the approved commitments shortly thereafter. As soon as practicably possible following the closing of the GSOY Offering, the Company will issue a formal Prospectus and apply to get the new shares listed and eligible for trading. This process can take several months. The Company estimates that the new shares issue in the first tranche of GSOY Offering and to be issued in the second tranche will be registered in the trade register by October 31, 2011. The 1,893,750,000 shares issued in the first tranche of GSOY Offering explained above represent 67,2% of Company’s outstanding shares and votes and 44,6 % of fully diluted shares and votes.
The Board has further resolved to participate fully in the GHNV share offering investing €1 million in the GHNV shares offered to the Company. In addition the Board has resolved to repay the Convertible Bond Loan 2008-B by transferring to the lead investor the agreed number of GHNV shares as approved by the Extraordinary General Meeting on September 8, 2011. After the Company subscribes all the shares offered to it in the second tranche of the GHNV share offering and repaid the Convertible Bond Loan 2008-B, the Company’s shareholding in GHNV will increase to approximately 24%.
As announced before, the Company will execute a reverse share split after the second tranche of GSOY Offering has been completed in the ratio of approximately ten to one to improve the marketability and liquidity of the Company’s shares. The Board will call an Extraordinary General Meeting to decide on the reverse split in the first convenience after closing of the second tranche of GSOY Offering.
GEOSENTRIC OYJ
Board of Directors
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