GeoSentric Oyj - Company Announcement

FINAL TERMS OF DIRECTED SHARE OFFERING

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE September 23, 2011 at 14:00





FINAL TERMS OF DIRECTED SHARE OFFERING





As previously announced, the Company is currently arranging 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% after the repayment of the Convertible Bond Loan 2008-B,
which repayment was approved 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 to subscribe for up to the full €2m itself. 



The Company has now agreed the final and full terms of its planned directed
share offering, the key terms of which are as follows: 



  -- Target amount to be raised is €1.25 million, with a minimum amount to be
     raised of €250,000
  -- Shares to be issued at a 96% discount to the current quoted market price of
     €0.01
  -- 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) have the right to participate up the extent of their full
     pro rata entitlement, with participation below this ownership level 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
     based on the shareholders' respective ownership percentages before the GSOY
     Offering
  -- Minimum subscription amount per shareholder is €10,000
  -- Allocation of shares based on investment commitments received from the
     participating shareholders.
  -- Latest date for receipt of funds by the Company and closing of the
     offering: September 30, 2011
  -- Issue of shares: September 30, 2011 or shortly thereafter
  -- As soon as practicably possible 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 confirms that it is planning to execute a reverse share split after
the GSOY Offering in the 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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