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2011-04-21 14:30:00 CEST 2011-04-21 14:30:02 CEST REGULATED INFORMATION GeoSentric Oyj - Notice to convene extr.general meetingEXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJGEOSENTRIC OYJ STOCK EXCHANGE RELEASE April 21, 2011 at 15:30 EXTRAORDINARY GENERAL MEETING OF GEOSENTRIC OYJ The Board of Directors of GeoSentric Oyj (“GeoSentric” or the “Company”) has decided to convene the Extraordinary General Meeting of the shareholders on Thursday, May 12, 2011 at 10:00 am. The Extraordinary General Meeting shall be held at Kämp Kansallissali, Aleksanterinkatu 44A, 2nd floor, 00100 Helsinki. The reception of notified registered shareholders will begin at 9:30 am. The following matters shall be handled in the meeting: 1. Financing proposal by the lead investor The Board has received a proposal for short-term financing from Company's lead investor (“Proposal”). The Proposal sets the terms and conditions on which the lead investor is willing to commit to further funding for the business of the Group. According to the Proposal the lead investor would convert its existing preferred convertible notes (“Notes”) issued by GeoSolutions Holdings N.V. (“GHNV”) into the shares of GHNV, leaving the Company as a minority shareholder in the GHNV with approximately a 21% shareholding. The conversion of Notes would be followed by further capitalization of GHNV in a form of rights offering (“GHNV Offering”), which could lead into further dilution of Company's ownership in GHNV down to a 7% level if the Company did not participate in the GHNV Offering to its pro-rata share, corresponding to an investment of approximately 1M€. To raise the required funds to participate in the GHNV Offering the Company needs to arrange a share issue (“GSOY Offering”). Under the Proposal the lead investor has also undertaken to provide the Group with further short term financing of 0.6M€ in a form of new Notes issued by GHNV, which financing the Company has now raised. Pursuant to the Proposal, this financing was directed €250k to GHNV and its subsidiaries providing this sub-group with financing through to the end of April and €350k to the Company giving the Company runway through Q2 2011 and time to arrange the GSOY Offering to raise funds for participating in the GHNV Offering and guaranteeing the sufficient liquidity of the Company in the medium term. The Company estimates that to achieve the above goal it should raise in the GSOY Offering approximately 1.8M€. In case of a successful GSOY Offering the Company would still hold a substantial share of approximately 21% of GHNV, which holds all the GyPSii business assets, and would retain the ability to enjoy the future upside potential of the business. As the Company has recently announced to the markets, the GyPSii business is now starting to show some positive development in China, especially through co-operation with Sina. The Company's own operations would be reduced to a minimum and its sole business would be holding the GHNV shares. On the other hand, if the GSOY Offering was unsuccessful and the required funds were not raised, the lead investor has undertaken to provide GHNV sufficient funding through the GHNV Offering, itself subscribing part of the Company's prorata entitlement, and offering the rest to other potential investors. According to the Proposal, in this case, GHNV would give the Company a secured loan, supported by the lead investor, securing the minimum capital requirements of the Company until approximately mid 2012 and the Company would be left holding approximately 7% of GHNV shares. Any further funding of the Company would then be subject to support from the Company's shareholders. The Board of the Company has discussed the Proposal in depth with the lead investor to secure the best possible terms for the Company's shareholders and other stakeholders and acknowledges that it is the only proposal for funding that the Company has received. The Board has also assessed the proposal and concluded that it represents a better alternative for the shareholders of the Company compared to putting the Company into liquidation. Therefore, the Board of Directors approved the Proposal and raised the first part of the funding, i.e. 0.6M€ in accordance with the terms of the Proposal. The Board proposes to the Extraordinary General Meeting to confirm the approval of the Proposal by the Board of Directors except as regards to above mentioned 0.6M€ financing raised already prior to Extraordinary General Meeting. A summary of the key terms of the Proposal is attached to the Board's proposal and published on Company's website. 2. Authorization of the Board of Directors' to decide on increase of share capital and issuing shares and special rights entitling to shares Based on the Proposal by the lead investor outlined in section 1 above, the Board is planning to arrange the GSOY Offering. Depending on the results from the preliminary marketing of the GSOY Offering to the Company's largest shareholders, the GSOY Offering could be a directed offering to the largest shareholders or a rights offering to all shareholders. Due to circumstances the offering price would likely be set clearly below the current public market price. The Board of Directors proposes that the Extraordinary General Meeting would authorize the Board of Directors to decide upon issuance of new shares as well as special rights entitling to shares as defined in Chapter 10 Article 1 of the Finnish Companies Act, against or without payment, in one or more installments such that the maximum number of new shares issued would be 5,000,000,000. In addition the Board proposes that the Extraordinary General Meeting would decide to grant an authorization to the Board of Directors to decide upon the increase of the Company's share capital by maximum aggregate amount of EUR 5,000,000. The authorization would entitle to increase the share capital by means of using the premium fund or invested unrestricted equity fund for the increase. The authorization would entitle the Board to deviate from the pre-emptive right of shareholders and also accept set-off or other consideration in kind as a payment for the shares or special rights. The Board of Directors would have the right to decide the terms of any issuance by virtue of the authorization for all other parts. The authorization would be valid for two (2) years from the date of the Extraordinary General Meeting. The authorization would supersede any earlier authorizations. Documents of the Extraordinary General Meeting The above proposals by the Board of Directors, this notice to the Extraordinary General Meeting and other documents required to be kept available pursuant to the Companies Act and the Securities Market Act are available on GeoSentric Oyj's website at www.geosentric.com and at the Company's office in Salo, at the address Meriniitynkatu 11, 24100 Salo, Finland from April 21, 2011 onwards. The proposals by the Board of Directors are also available at the Extraordinary General Meeting, and copies of them as well as this notice will be sent to shareholders on request. Total number of shares and votes On April 21, 2011, the date of the invitation to the Extraordinary General Meeting, GeoSentric Oyj had 924.656.354 shares, which are all of the same series. Each share entitles its owner to 1 vote and accordingly the total number of votes by all shares is 924.656.354. Right to participate a) Shareholders registered in shareholders' register Shareholder, who has been registered in the Company's shareholder register, maintained by the Euroclear Finland Ltd (formerly the Finnish Central Securities Depository Ltd.), on May 2, 2011 has the right to participate in the Extraordinary General Meeting. b) Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which it or (s)he on the record date of the General Meeting, i.e. on May 2, 2011 at 10:00 a.m., would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. In order to attend the Extraordinary General Meeting, shareholders who hold their shares under a name of a nominee must contact their custodian to be temporarily recorded in the shareholder register and the recording must be made effective no later than May 9, 2011 at 10.00 am (Finnish time, GMT +2hrs). As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder's register of the Company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the meeting, into the temporary shareholders' register of the Company at the latest by the time stated above. Notice of participation Shareholder that wishes to participate in the Extraordinary General Meeting must notify its/his/her participation by May 9, 2011 at 12.00 at the latest to Company's head office by telephone +358 (0)20 7700800 (Minna Suokas), by telefax at +358 (0)2 7332633, in writing to GeoSentric Oyj, PL 84, 24101 Salo, Finland, or by email to msuokas@gypsii.com. Proxies are requested to be delivered by the end of the above registration period. Proxy representative and powers of attorney Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the meeting by proxy representatives. The proxy representative of a shareholder must present a dated proxy document or give other reliable proof that he/she is entitled to represent the shareholder. If the shareholder participates in the Extraordinary General Meeting by several proxy representatives who represent the shareholder with shares on separate securities accounts, the shares with which each representative represents the shareholder shall be notified in connection with the registration. Any proxy documents should be delivered as originals to the address GeoSentric Oyj, PL 84, 24101 Salo, Finland to the attention of Ms. Minna Suokas, before the above registration period expires. Right to request information Pursuant to Chapter 5, Section 25 of the Companies Act, shareholders present at the Extraordinary General Meeting have the right to request information on matters dealt with by the meeting. GEOSENTRIC OYJ Board of Directors Distribution: NASDAQ OMX Helsinki Principal news media |
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