GeoSentric Oyj - Company Announcement

INDICATIVE TERMS OF DIRECTED SHARE OFFERING

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE September 6, 2011 at 14:00





INDICATIVE TERMS OF DIRECTED SHARE OFFERING



As previously announced, the Company intends to arrange a directed share
offering (“GSOY Offering”) to its largest shareholders to be executed by the
end of September 2011. 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 €1m. In the event the GSOY Offering is
successful, and the Company subscribes all the shares offered to it in the
second tranche of the GHNV share offering, the Company's shareholding in GHNV
would increase to approximately 24%. This percentage is dependent upon the
repayment of Convertible Bond Loan 2008-B, which has been tabled for approval
at the Company's EGM on September 8, 2011. However, if the GSOY Offering is not
successful and the Company did not participate in the GHNV Offering to its full
entitlement, its holding in GHNV could decrease to approximately 9%. The actual
final percentage ownership is dependent upon the extent of the Company's actual
participation in the second tranche of the GHNV share offering. In this case,
the lead investor has agreed to underwrite the balance of the second tranche of
the GHNV share offering not funded by the Company, and subscribe for up to the
full €2m itself. 



The Company has not yet agreed the final and full terms of its planned directed
share offering, however, it expects that high level terms are likely to be as
follows: 



  -- Amount to be raised, net of expenses: approximately €1.25m
  -- Shares to be issued at a discount to the current quoted market price
     (€0.01) with the discount likely to be in the range of 95% or greater.
  -- Known individual shareholders (or consortia) owning 5,000,000 or more
     shares (approximately 0.54%), so that the amount of subscribers shall be
     less than 100, will have the right to participate up the extent of their
     full pro rata entitlement; below this ownership level shall be at the
     discretion of the Board
  -- Participating shareholders (or consortia) may give indicative offers to
     subscribe for additional shares above their pro rata entitlement and these
     may be fulfilled or partially fulfilled at the discretion of the Board
  -- Closing date for receipt by the Company of binding offers to participate:
     September 23, 2011
  -- Notification by the Company to shareholders of successful allocations:
     September 26, 2011
  -- Latest date for receipt of funds by the Company: September 29, 2011
  -- Issue of shares: September 30, 2011
  -- As soon as practical following the share issue, 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 is also planning to execute a reverse share split after the GSOY
Offering in ratio of approximately ten to one to improve the marketability and
liquidity of the Company's shares. 





GEOSENTRIC OYJ



Board of Directors



Distribution:

NASDAQ OMX Helsinki

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