Announcement

CORPACT: GEO: GEO Capital Initiatives 08:31am 
GEO
23/08/2019 08:31
CORPACT
PRICE SENSITIVE
REL: 0831 HRS Geo Limited

CORPACT: GEO: GEO Capital Initiatives

23 August 2019

GEO Capital Initiatives

GEO Limited (NZX: GEO), a global provider of Software-as-a-Service (SaaS)
mobile workforce solutions, today announces that it has secured $1.5m in
convertible note funding and is launching a buyback of unmarketable parcels.

Convertible Note
Significant shareholder North Ridge Partners Pty Limited (NRP) has subscribed
to a $1.5 million convertible note facility (Notes) to fund the business as
it transitions to profitability. Key features are as follows:
o $1.5million in funding available from 1 January 2019 in equal quarterly
instalments
o Extendible to $2million by mutual agreement
o Unsecured with a three-year term, with six monthly conversion windows
o 6% interest rate, payable in cash or shares
o Convertible to ordinary shares at 10 cents per share
o Can be bought back at any time by the Company at a premium
o Because the Notes are convertible into shares and NRP currently holds in
excess of 19.9% of Geo's shares, the issue is subject to shareholder approval
as a related party transaction under the NZX Main Board Listing Rules and
shareholder approval under the Takeovers Code given the potential for an
increased shareholding. Shareholder approvals will be sought at the upcoming
Annual Meeting. Both of the shareholder approvals will involve independent
reports.
Chair Roger Sharp is an Associated Person of NRP, and therefore the Note
subscription process will be overseen by Geo's independent directors, Rod
Snodgrass and Shailesh Manga.
NRP has informed the Company that it has facilitated this issue to provide
certainty of funding for Geo, and that it intends selling the Notes down to
maintain its fully-diluted shareholding in Geo at or around current levels.
NRP will offer the Notes to existing wholesale investors in Geo and to new
wholesale investors in a private placement.

Buyback of Small Shareholdings
Geo has today launched a sale and/or buyback of small shareholdings to
streamline its register and reduce both administration costs and trading
volatility. This will enable small shareholders to divest shares which are
not marketable, and without incurring brokerage. Details are as follows:
o The Board has determined that $200 worth of shares (at the current share
price of $0.097 per share) is an appropriate threshold as:
o at the time of this Notice, Geo had approx. 1,380 shareholders, of whom
around 50% held fewer than $200 worth of shares; and
o these shares are collectively worth less than 1% of Geo's market value and
are deemed to be unmarketable parcels;
o These shareholders will have three months from today to increase their
shareholdings to a minimum of $200 worth of shares or Geo will, pursuant to
Geo's constitution and Listing Rule 8.1.6(c), sell and/or buy them back at
the market price at that time; and
o If the shares are not sold, the cost of the buyback, on current pricing,
will be less than $60,000.

Further details of this initiative are described in the accompanying notice
to shareholders.

Roger Sharp
Chairman

About GEO:
GEO is a leading SaaS business that provides advanced mobile workforce
management platforms for field sales and service teams. The market for GEO's
products is growing quickly as the global mobile workforce expands. GEO helps
its customers boost profits, save time and increase efficiency - making it
easier out there. The business is listed on NZX, is based in Sydney and
employs around 50 people in five countries.
For more information: www.geoworkforcesolutions.com
End CA:00339642 For:GEO Type:CORPACT Time:2019-08-23 08:31:12

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