2012-05-24 10:20:00 CEST
2012-05-24 10:20:05 CEST
REGULATED INFORMATION
GeoSentric Oyj - Interim report (Q1 and Q3)
INTERIM REPORT 1-3/2012
GEOSENTRIC OYJ Q1 2012 INTERIM REPORT 24.5.2012 at 11:20
INTERIM REPORT 1-3/2012
Contents
1. Summary of key figures and results
2. Operational overview
3. Material events in the period
4. Material events after the end of the period
5. Review of the financial position and the financial results
6. Sufficient liquidity
7. Future outlook
8. Assessment of significant operational risks
9. Review of R&D activities
10. Investments
11. Personnel and organization
12. Financing and structural arrangements
13. Board authorization
14. Company's shares and shareholders
15. About the Company
16. Financial Statements, Q1 2012 (not audited)
1. Summary of key figures and results
The key figures summarizing the Company's financial position and financial
results from continuing operations were as follows (teuros unless indicated
otherwise):
In period 1-3/2012 1-3/2011 2011
Net sales 0 29 49
Operating Result -155 -1500 12739
Basic earnings per share (eur) -0.00 -0.00 0.01
At the end of the period
Total assets 971 1335 1171
Shareholders' equity 663 -17163 931
Total liabilities 308 18498 240
2. Operational overview
The Company has not had direct operational activities of its own since
disposing of the TWIG business at the end of 2010 and all of its indirect
operational activities since August 4, 2011 were under its former Dutch
subsidiary, GeoSolutions Holdings N.V. (“GHNV”) and its respective
subsidiaries, the Company acting as a holding company. On August 4, 2011, the
Company became a minority shareholder in its former subsidiary GHNV with a
current holding of approximately 24%.
GHNV carries on its indirect business as a developer and provider of solutions,
products and technologies for location based services and LBS-enabled social
networks through its 40% holding in the Joint Venture (“JV”) with a major
Chinese public media company, Sina Corp (“Sina”) focusing on the Chinese
market.
The Company had net sales in the reporting period was 0 euros compared to 29
teuros in period 1-3/2011, all from GHNV´s operations.
The total operating expenses from continuing operations were significantly
lower in the reporting period compared to the prior period, decreasing to 155
teuros in 1-3/2012, from 1529 teuros in 1-3/2011. This was mainly driven by the
de-consolidation of the GHNV sub-group, as mentioned above, on August 4, 2011.
The Company´s result from the reporting period 1-3/2012 also includes its
proportional share of GHNV`s result, which was -133 teuros (0 teuros in
1-3/2011).
As a result of the above factors, the total result before taxes from continuing
operations was -288 teuros in 1-3/2012, compared to -2305 teuros in 1-3/2011, a
significant improvement resulting from downsizing the Company's operations to a
holding company level and related decrease of the operational costs. Earnings
per share from continuing operations in the reporting period were -0.00 euros
per share.
3. Material events in the period
The main events in the period 1-3/2012 were as follows:
The Company continued to act as a holding company to its approximately 24%
shareholding in GHNV.
The Company released on January 16, 2012 that the amount of €1,026,000, raised
in a directed offering closed in November 2011, was €224,000 short of the
Company's targeted amount to be raised in the offering of €1.25 million and
that it had been continuing to explore all options available to it to ensure
that it had sufficient liquidity to secure its operations through 2012 and
beyond and as previously announced, Company's then current cash resources were
sufficient to finance the business into Q1 2012 and any alternative funding
options should therefore be completed by the end of Q1 2012. As announced on
February 20, 2012, the Company tried to raise a convertible loan note of at
minimum €350,000 and at maximum €500,000 from its major shareholders. However,
as reported on February 20 and 27 and further on March 6 and 9, the major
holders were not interested to subscribe for the secured loan note offered by
the Company.
Then on March 6, 2012, as first announced to the markets, the Company received
a non-binding funding offer of €250,000 from an independent advisory business
representing a number of individual investors. The Company continued financing
negotiations with the independent advisory business through March. Then on
March 26, 2012 the Company reported that it had received a response to its
counter proposal, and was continuing active discussions to secure the funding
under the best possible terms, and that the Company was aiming to finalize a
definitive investment agreement in the next few days. The Company completed the
discussions and received a signed revised proposal from the independent
advisory business for a funding of €350,000. The proposal required certain
pre-conditions be satisfied before the Company could receive the funding. This
included certain terms to agreed by existing Company's largest shareholders.
4. Material events after the end of the period
As announced to the markets on April 3, 2012, the Company did not receive
approval from one of its largest shareholders, which was a crucial
pre-condition for the revised funding proposal announced to the markets on
March 30, 2012 and therefore the Company could not complete the signed proposal
for the funding. In the absence of securing any viable alternatives, the Board
of Directors decided to call an Extraordinary General Meeting to decide on the
placing of the company into liquidation and applied for immediate suspension of
trading with the Company's shares on NASDAQ OMX Helsinki. On the same day,
Company's CFO that was acting on a contractual basis, left the Company.
The Company released an invitation to the Extraordinary General Meeting to be
held on May 3, 2012 to decide on any funding proposals put on table or putting
the Company into liquidation. Meanwhile the Company continued financing
negotiations with the independent advisory business that had already provided
the Company with two rejected funding proposal, and, as announced on April 23,
2012, the Company succeeded to receive a further revised funding proposal of
€350,000. This revised funding proposal removed the pre-conditions that had
previously prevented the Company from completing the proposal. Subsequently,
the Company has received the first tranche of funds (short term loan) from this
funding source. The Company is continuing to develop the formal funding
documents for the loan with longer term, which are based upon a secured pledge
on the GHNV shares owned by the Company.
As a result of the prolonged and complicated funding negotiations and
negotiations with some of the major shareholders, the Company's Financial
Statements 2011 were published on April 30, 2012 and the Board of Directors
decided to cancel the Extraordinary General Meeting already invited and call
the Annual General Meeting to be held on June 5, 2012 to decide on confirmation
of the funding proposal, reverse share split and the regular matters on the
agenda of an Annual General Meeting.
5. Review of the financial position and the financial results
The Company has during the period retained solidity and liquidity.
The key figures summarizing the Company's financial position and financial
results from continuing operations were as follows (teuros unless indicated
otherwise):
In period 1-3/2012 1-3/2011 2011
Net sales 0 29 49
Operating Result -155 -1500 12739
Basic earnings per share (eur) -0.00 -0.00 0.01
At the end of the period
Total assets 971 1335 1171
Shareholders' equity 663 -17163 931
Total liabilities 308 18498 240
Cash 74 737 131
6. Sufficient liquidity
The Company has, during the reporting period, retained sufficient liquidity.
The Company is continuing to explore all options available to it to ensure that
it can retain sufficient liquidity in the future. As announced on April 23,
2012, the Company has now succeeded to secure a commitment for an additional
€350,000 secured funding from an independent advisory business that secures the
Company´s funding through 2012 and into 2013, which funding is still to be
confirmed by the Annual General Meeting on June 5, 2012. Provided that the
Annual General Meeting confirms the funding proposal, securing sufficient
liquidity beyond Q1 2013 most likely requires further external funding as the
Company is not likely to generate any revenue of its own in the next twelve
months and is not expecting to receive any revenue from GHNV either during this
time period.
7. Future Outlook
Market Outlook
Due to forming the Joint Venture (“JV”) with a major Chinese media company,
Sina Corp (“Sina”) and refocus of the GHNV development, sales and marketing
activities into China, the future business outlook of the Company's associate
company, GHNV, is currently almost completely focused on the China market. In
partnership with Sina, China's third largest internet company, the immediate
focus is to leverage the now very large +200M Sina user base to spread the use
of the GyPSii platform and applications to as many mobile phone users as
possible over the next few years. The JV will combine the IP of GeoSolutions
B.V., a 100% owned subsidiary of GHNV, with Sina's large user base, marketing
and sales activities to develop the China market for the Tuding and Weilingdi
products and the GyPSii Location Based Services Platform. Seeding this market
should give rise to opportunities in 2013 and beyond for income to the JV based
on advertising, IP licensing and small to medium business subscriptions. The
China market for mobile technology is experiencing extremely rapid growth
compared to the rest of the world. This is expected to continue alongside
China's economic expansion well into the decade. This strong growth of mobile
technology is a natural pull for the Sina and GyPSii products.
Outside of China, GHNV is exploring opportunities to leverage its IP and
products in other developing countries with similar user demographics and
similarly strong smart phone growth as China. This involves creating other
potential partnerships with a business model similar to the JV with Sina.
Financial and Business Development Outlook
The Company's currently remaining business comprises solely its 24% minority
holding in GHNV. This in turn currently is focussed mainly on its 40% holding
in the JV. The current projections indicate that the JV will not be profitable
in its initial phase and it may be several years before there may be dividends
flowing from the JV to the Company via GHNV. Unless the Company decides to
start some new operational activities of its own, it is likely that the Company
will not generate any income of its own and will not recognise dividend income
from the JV until the JV turns profitable or becomes liquid through merger or
acquisition and starts to distribute profits. Therefore, despite minimized
operational costs, the Company is likely to make losses through this period.
The Company may also sell part or all of its holding in GHNV in the future,
which may generate an accounting and distributable profit.
8. Assessment of significant operational risks
As a result of the financial arrangements, the Company became a minority
shareholder in GHNV with its currently approximately 24% holding. As a minority
shareholder of GHNV the Company does not have the control over the activities
of GHNV and is dependent on the actions of the other shareholders of GHNV. The
Company's future value and cash flow is highly dependent on the success of JV
in China. There is no certainty that these efforts will succeed. As agreed in
Subscription and Shareholders' Agreement between GHNV and its shareholders,
GHNV has decided to issue an option pool to its Board and management of up to
15% of its issued share capital. This may decrease the Company´s current
ownership of GHNV down to approximately 21%.
The global financial crisis and current global recession have had and may
continue to have a negative impact also on the GyPSii business although the
business is now almost exclusively focussed on China, which continues to enjoy
strong economic growth.
There is no certainty of the success regarding the implementation and
realisation of the GHNV business plan. According to the business strategy, GHNV
is pursuing entrance also to new business segments with competitive situations
new to it, or which may be only in the early market phase. Unless GHNV is able
to successfully respond to these developments it may significantly impair its
operating results.
A key driver of the GHNV business model is sufficient and sufficiently rapid
growth of users of the services, and the speed of adoption of mobile, UGC and
location based advertising of which there is no certainty.
Since 1997, the Company has not paid dividends and, in the future, there may be
restrictions on the ability to distribute dividends. Regarding future dividend
payments, there is also uncertainty about the ability of the Company to accrue
distributable capital. According to the financial statements of the Company,
there was no distributable capital in the latest balance sheet of the Company.
The Company´s business plan has been prepared by assuming that the Company can
derive long term value from its holding in GHNV but this potential value
creation is uncertain. The Company's financing plan assumes that the additional
€350K external financing is required to fund the Company through 2012 and into
2013. In addition, the Company will need further external funding in the long
term and to enable possible further investments in GHNV. Should the new funding
be delayed or prove to be unavailable, this could cause an insolvency risk
and/or further dilution of Company's holding in GHNV. The Company's going
forward budget and cash sufficiency estimates have been prepared assuming
further decreased cost levels. Should the actual cost levels be higher, the
Company would need to raise additional external capital and the availability of
this additional capital is uncertain.
There are significant financial risks related to the Company's business,
competition and industry and it is possible that investors may lose all or a
part of their invested capital.
Schroders & Co Limited and investor groups led by Horizon Group, have influence
on GeoSentric. As a result of the directed share offering closed in November
2011, Jeffrey Crevoiserat, a Board member of the Company, has a substantial
holding in the Company. The Company trusts that the regulation and information
obligation binding public companies, supported by the compliance with the
corporate governance recommendations, together with the continuous external
auditing activity maintained by a skilled and reputable auditing firm suffice
to pre-empt a misuse of control power.
9. Review of R&D-activities
The Company did not have any R&D-activities in the reporting period.
10. Investments
The Company did not make any investments in the reporting period (23 teuros in
period 1-3/2011).
11. Personnel and organization
The number of employed personnel in the Company in period 1-3/2012 averaged 3
in addition to the managing director (72 in period 1-3/2011).
12. Financing and structural arrangements
The financing arrangements and latest developments have been described above in
section ”Material events after the end of the period”.
13. Board authorization
The Annual General Meeting convened on June 29, 2011 as extended to July 1,
2011 authorized the Board to increase the share capital by maximum of 5,000,000
euros and share amount by maximum of 5,000,000,000 new shares, option rights or
special rights. The authorization is valid for two (2) years from the date of
the Annual General Meeting. At the same time all the other authorizations were
terminated.
At the end of the reporting period the remaining amount of Board's
authorization, as granted by the extended meeting on July 1, 2011, was
5,000,000 euros and 2,434,410,000 shares corresponding to 69.75 % of the
currently registered share amount and 68.0 % shares after all shares and
instruments entitled to shares, effecting a corresponding immediate dilution to
existing shareholdings (including current authorization).
14. Company's shares and shareholders
The shares of GeoSentric Oyj are listed on the NASDAQ OMX Helsinki (NASDAQ OMX:
GEO1V) and issued in the book entry system held by Euroclear Finland, address
PL 1110, FIN-00101 Helsinki, Finland. The ISIN-code of the share is FI
0009004204. The Company's shares have been on the surveillance list since
February 11, 2003. Since April 3, 2012 the trading with Company´s shares has
been suspended on the request of the Company.
The Company does not have any Company´s shares owned by or administered on
behalf of the Company.
At the end of the reporting period the Company's registered share capital was
8,955,761.65 Euros, consisting of 3,490,246,354 shares.
15. About the Company
GeoSentric is an investor in a business GeoSolutions Holdings N.V., a former
subsidiary of GeoSentric, and a Dutch company which together with its
subsidiaries and affiliates is a developer of location-based technologies,
delivering products and services with a market-leading mobile digital lifestyle
application and geo-mobility social networking platform: connecting people,
places and communities across networks and devices. GyPSii provides a
geo-location social networking platform and services for mobile and web
Internet-connected devices, and provides applications and bundled ODM/OEM
solutions, built on the convergence of location based services, social
networking, search, mobile & Web 2.0 technologies. For more information, visit
www.geosentric.com or www.gypsii.com or www.gypsii.com.cn.
© 2011 GeoSentric Oyj. All rights reserved.
The Company is based in Salo, Finland.
GeoSentric (NASDAQ OMX Helsinki-GEO1V) is listed on the NASDAQ OMX Exchange in
Helsinki. The Company has been on the surveillance list since February 2003.
GEOSENTRIC OYJ
For more information, please contact: investors@gypsii.com
Distribution:
NASDAQ OMX Helsinki
Principal news media
GEOSENTRIC OYJ INTERIM REPORT 1Q/2012 (Unaudited)
GROUP STATEMENT OF COMPREHENSIVE INCOME
1000 EUR Note 1Q/2012 1Q/2011 2011
Continuing operations
Net sales 0 29 49
Cost of goods sold 0 0 0
------------------------ ------------------------
Gross margin 0 29 49
Other operating income 4 0 0 16690
General & Administrative expenses 5 155 570 1969
Research & Development expenses 5 0 573 1224
Sales & Marketing expenses 5 0 386 807
------------------------
------------------------
Operating result -155 -1500 12739
Financial income 6 0 1 4265
Financial expenses 0 -806 -2066
Share of Associate Company result 7 -133 0 -231
------------------------
------------------------
Result before taxes -288 -2305 14707
Income taxes 0 116 129
------------------------
------------------------
Result for the period -288 -2189 14836
Translation difference 0 -4 -34
------------------------
------------------------
Comprehensive income -288 -2193 14802
Earnings per share, eur:
Basic earnings per share, -0,00 -0,00 0,01
Diluted earnings per share, -0,00 -0,00 0,01
GROUP STATEMENT OF FINANCIAL POSITION
1000 EUR Note 31.3.2012 31.3.2011 31.12.2011
ASSETS
Non-current assets
Property, plant and equipment 1 70 2
Goodwill 0 216 0
Other intangible assets 0 1 0
Investment in Associate Company 7 855 0 988
Other financial assets 0 5 0
Deferred tax assets 0 0 0
---------------------------------
---------------------------------
856 292 990
Current assets
Inventories 0 0 0
Trade receivables and other receivables 41 306 50
Prepaid expenses 0 0 0
Cash and cash equivalents 74 737 131
---------------------------------
---------------------------------
115 1043 181
Total assets 971 1335 1171
EQUITY AND LIABILITIES
Shareholders´equity
Share capital 8 8956 8956 8956
Share premium account 8 13631 13631 13631
Translation difference 0 118 0
Invested distributable equity account 8 29056 30912 29056
Retained earnings -50980 -70780 -50712
---------------------------------
---------------------------------
Total shareholders´ equity 663 -17163 931
Non-current liabilities
Deferred tax liabilities 0 0 0
Interest-bearing debt 10 0 15086 0
---------------------------------
---------------------------------
0 15086 0
Current liabilities
Trade payables and other payables 195 3299 127
Provisions 0 0 0
Interest bearing debt 10 113 113 113
---------------------------------
---------------------------------
308 3412 240
Total liabilities 308 18498 240
Total shareholders´ equity and 971 1335 1171
liabilities
GROUP CASH FLOW STATEMENT
1000 EUR 1Q/2012 1Q/2011 2011
Cash flow from operations
Result for the period -288 -2189 14836
Adjustments 154 264 -16282
Changes in working capital:
Change of trade and other receivables 9 -82 174
Change of inventories 0 0 0
Change of trade and other liabilities 68 80 -3092
Paid interests 0 0 0
Received interest payments 0 1 501
Cash flow from operations, net -57 -1926 -3863
Cash flow from investments, net 0 -23 -1043
Cash flow from financing
Proceeds from issue of share capital 0 0 1026
Transaction expenses of share issues 0 0 0
Transaction expenses of loans 0 -6 -31
Proceeds from long term borrowings, equity 0 0 0
Proceeds from long term borrowings, liability 0 1800 3150
Net cash flow from financing 0 1794 4145
Change in cash -57 -155 -761
Cash at beginning of period 131 892 892
Cash at end of period 74 737 131
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS´ EQUITY
Share Translatio Share Inv. Accrued Total
capital n premium distributed result (1000
(1000 difference account equity (1000 eur)
eur) (1000 eur) (1000 account eur)
eur) (1000 eur)
Shareholders´ 8956 122 13631 30912 -68645 -15024
equity
31.12.2010
Items booked 0 -4 0 0 0 -4
directly into
shareholders´
equity
Result for the 0 0 0 0 -2189 -2189
period
----------------------------------------------------------------
----------------------------------------------------------------
Comprehensive 0 -4 0 0 -2189 -2193
income
Booked expense 0 0 0 0 54 54
of stock
options to key
personnel and
partners
Equity portions 0 0 0 0 0 0
of liabilities
----------------------------------------------------------------
----------------------------------------------------------------
Shareholders´ 8956 118 13631 30912 -70780 -17163
equity
31.3.2011
Shareholders´ 8956 0 13631 29056 -50712 931
equity
31.12.2011
Items booked 0 0 0 0 0 0
directly into
shareholders´
equity
Result for the 0 0 0 0 -288 -288
period
----------------------------------------------------------------
----------------------------------------------------------------
Comprehensive 0 0 0 0 -288 -288
income
Booked expense 0 0 0 0 20 20
of stock
options to key
personnel and
partners
Equity portions 0 0 0 0 0 0
of liabilities
----------------------------------------------------------------
----------------------------------------------------------------
Shareholders´ 8956 0 13631 29056 -50980 663
equity
31.3.2012
KEY FIGURES
1Q/2012 1Q/2011 2011
Net sales, 1000 EUR 0 29 49
Operating result, 1000 EUR -155 -1500 12739
Result before taxes, 1000 EUR -288 -2305 14707
Gross investments, 1000 EUR 0 23 1043
Average personnel 3 72 44
Earnings per share, EUR -0,00 -0,00 0,01
Equity per share, EUR 0,00 -0,02 0,00
Weighted average number of shares in period, 1000 pcs 3490246 624462 1031507
Number of shares at the end of the period, 1000 pcs 3490246 924656 3490246
1. BASE INFORMATION OF THE COMPANY
Prior to August 4, 2011, GeoSentric wholly owned its subsidiary, GeoSolutions
Holdings NV ("GHNV"). On August 4, 2011, its holding in GHNV became a minority
holding and GeoSentric´s sole business then became holding its minority
investment in GHNV. GHNV is a developer and provider of solutions, products and
technologies for location based services and LBS-enabled social networks. It
develops a leading geo-integration platform for mobile devices, personal
navigation devices, web browsers, and other internet-connected devices, which
provides applications and bundled ODM/OEM solutions for consumer and B2B
markets, built on the convergence of location based services, social
networking, search, mobile & Web 2.0 technologies. Its intellectual property is
delivered as software and services in products which include the GyPSii product
platform ("GyPSii"). It has deep expertise and technology IP in User Generated
Content Management, Location Based Services, Open Social Networking,
Ad-Targeting and Integration, for Social Media markets and users on mobile
phones, the web, personal navigation and internet connected devices. GeoSentric
is based in Salo, Finland. GeoSentric is listed in NASDAQ OMX Helsinki Ltd
(NASDAQ OMX: GEO1V). Trading has been suspended as of April 3, 2012. The parent
company of the group is GeoSentric Oyj. The registered domicile is Salo,
Finland, with street address Meriniitynkatu 11, 24100 Salo, Finland, and mail
address PL 84, FIN-24101 Salo, Finland. A copy of the group financial
statements is available at the internet address www.geosentric.com or at the
company head office at address Meriniitynkatu 11, FIN-24100 Salo, Finland.
2. ACCOUNTING PRINCIPLES FOR THE FINANCIAL STATEMENTS
Accounting principles:
The group interim report has been prepared in accordance with International
Financial Reporting Standards ("IFRS") and has been prepared to the accounting
standard IAS 34, Interim Reports. An interim report shall be read together with
the financial statements for year 2011.
Accounting principles:
The utilised principles of preparation are identical with those utilised by the
Group in financial statements for year 2011. IASB has published new standards
and interpretations and changes in existing standards, application of which is
mandatory on 1.1.2012 or thereafter, and which the group has not adopted
earlier voluntarily. The group will adopt the following standards (and their
amendments) and interpretations from 1.1.2012 onwards:
Change to IFRS 7, Financial instruments: Disclosures (in force 1.7.2011 or in
beginning account period after it). Change bring more transparence regarding
transaction presentation of disposal of financial instruments. Change is not
yet accepted to apply in EU.
Change to IAS 12, Income taxes (in force 1.1.2012 or in beginning account
period after it). Change concern valuation method effects of selected assets to
deferred taxes. Change is not yet accepted to apply in EU. No effect on the
group.
Change to IAS 1, Presentation of financial statements (in force 1.7.2012 or in
beginning account period after it). Central change is demand for grouping of
other comprehensive income items according if they will possible carry later to
earnings acting with filling certain condition. Change is not yet accepted to
apply in EU.
3. SEGMENT INFORMATION
The Company has only one distinct segment, location based services. Its share
of net sales has been 100% in the period and in the reference period.
4. OTHER OPERATING INCOME
As a result of the de-consolidation of GHNV, the Company realized in year 2011
a one time, non cash gain of 16690 teuros.
5. COSTS BY CATEGORY
1000 EUR 1Q/2012 1Q/2011 2011
Total expense of indirect employees 51 1002 2370
Depreciations 0 35 66
Other operating expenses 104 492 1564
-----------------------
-----------------------
Expenses by cost category, total 155 1529 4000
6. FINANCIAL INCOME
As a result of the repayment of CBL2008B, the Company realized in year 2011 a
one time, non cash gain of 4264 teuros.
7. INVESTMENT IN ASSOCIATE COMPANY
1000 EUR 1Q/2012 1Q/2011 2011
Value of investment at beginning of period 988 0 463
Additions 0 0 1000
Subtractions 0 0 -244
Share of result in period -133 0 -231
-----------------------
-----------------------
Value of investment at end of period 855 0 988
Domicile of GeoSolutions Holdings N.V. is the
Netherlands.
Company´s interest was 24,34% at the end of March 2012.
Assets at end of period 4399 0 4947
Liabilities at end of period 170 0 163
Net sales 7 0 17
Result -554 0 -868
8. SHAREHOLDERS´ EQUITY
Number of Share Share premium Invested Total
shares capital account (1000 distributed equity (1000
(1000) (1000 eur) eur) account (1000 eur) eur)
31.12.2011 3490246 8956 13631 29056 51643
31.3.2012 3490246 8956 13631 29056 51643
According to the Company´s articles of association registered there is no
maximum for the shares and there is only one category of shares at the Company.
Also the clause about maximum amount of share capital has been removed. The
shares carry no nominal value. All outstanding shares are fully paid.
9. OPTION RIGHTS
Option program 2008-1: Share subscription period has expired, shares has not
subscribed. Cost of options booked in the period according to IFRS 2.
Consideration is given as options. The counter-item of costs bookings is income
statement is shareholders´ equity.
1000 EUR 1Q/2012 1Q/2011 2011
Key persons 21 54 127
10. FINANCIAL LIABILITIES
1000 EUR Nominal loan value 1Q/2012 1Q/2012 1Q/2011 2011
Non-current:
Loan 2008 0 0 2196 0
Loan 2009 0 0 4965 0
Loan 2010 0 0 6066 0
Loan 2011 0 0 1859 0
Non-current total 0 15086 0
Current:
Cbl 2004A 113 113 113 113
Convertible bond loan 2004A:
This loan with a nominal principal of 1130 teuros was raised on year 2004 and
was converted during the conversion period before 31.12.2008 in all 1017
teuros. The remaining amount of loan is 113 teuros. The interest is 4%. No
interest was paid. The loan capital, interest and other benefit may be paid in
case of dismantling or bankruptcy of company only with priority after the other
creditors. The principal may be returned otherwise only providing that a full
coverage for the bound equity and other non-distributable items in the
confirmed financial statements for the latest expired financial year is
retained. Interest or other benefits may be paid only in case the paid amount
may be used for profit distribution in the confirmed balance sheet for latest
expired financial period.
11. COLLATERAL COMMITMENTS AND CONTINGENCIES
1000 EUR 1Q/2012 1Q/2011 2011
Contingent liability 0 0 0
Collateral for own liabilities:
Pledged non-current financial assets 0 5 0
12. RELATED PARTY TRANSACTIONS
The parent and subsidiary company relations in the group were until beginning
of August 2011 as follows: Parent company GeoSentric Oyj. Subsidiaries with
parent company ownership and voting rights of 100 % were GeoSolutions Holdings
N.V., and its through (100%) subsidiaries GeoSolutions B.V., GyPSii (Shanghai)
Co Ltd. and GyPSii Inc. GeoSentric (UK) Ltd was sold in June 2011. On August 4,
2011 the GeoSentric Oyj´s interest in GHNV was reduced to a minority holding of
approximately 15%, and it was 24,34% at the end of March 2012.
Related party transactions have been presented in the Financial Statements from
year 2011. No essential changes have taken place in the reporting period.
13. EVENTS AFTER THE END OF THE PERIOD
The Company has received in April 2012 a financing offer for the amount of 350
teuros from an independent advisory business, which proposal the Board of
Directors has accepted. The proposal is still subject to final approval by the
Company´s Annual General Meeting to be held on June 5, 2012. The Company has
already received the first tranche of financing satisfying its immiment working
capital needs. The remaining financing will secure Company´s working capital
needs through 2012 and into 2013. The financing is secured by the shares of
GeoSolutions Holdings N.V. owned by the Company. The investor is in addition
entitled to receive special subscription rights entitling to Company´s shares
to the amount agreed in the financing terms and a one-off investment fee
payable in Company´s shares to be issued to the investor without charge after
Annual General Meeting approval.
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