Notice of General Meeting - Delisting Proposal

8 January 2024

GEO Limited (NZX:GEO) advises that the following letter, and attached Notice of General Meeting and Proxy Form, will be sent to shareholders today:

Important Notice of Meeting and Request for Support – Proposed delisting from the NZX Main Board

Dear Shareholders,

I am writing to you today to address a critical resolution that will be presented at our upcoming Special Meeting on 23 January 2024: the delisting of Geo Limited from the NZX Main Board. The Independent Directors, after extensive deliberation and review, recommend that you vote in favor of this resolution. Please allow me to explain why this course of action is essential for our collective future.

Rationale for Delisting:

1. Infrequent Trading and Low Liquidity: Despite a wide shareholder base, our shares experience infrequent trading at very low volumes. This lack of liquidity means that maintaining our listing on the NZX Main Board offers little advantage to shareholders.

2. High Compliance and Governance Costs: The ongoing costs associated with our listing have increased substantially over time. These include not just the direct costs of compliance but also the expenses incurred in capital raisings and transactions to meet NZX Listing Rules.

3. Strategic and Operational Focus: Delisting will allow management to focus more on core business activities, such as product development and sales, rather than diverting resources to compliance.

4. Potential for Better Valuation and Growth Opportunities: As an unlisted company, we anticipate a better valuation of GEO shares, not constrained by public market perceptions. This could also open new merger and acquisition opportunities.

5. Access to Alternative Capital: Our experience indicates that private capital may be more accessible and come with fewer administrative burdens.

6. Aligning with Strategic Review Outcomes: Our ongoing strategic review suggests that being an unlisted entity may widen the pool of potential buyers, thereby potentially creating additional shareholder value.

We consider that delisting is in GEO’s and your best interests, notwithstanding the loss of some benefits of continuing to be listed (which are described in detail in the Notice of Meeting).

Consequences of Not Delisting:

Continuing as a listed company would mean bearing disproportionate costs relative to the benefits. It would also limit our ability to reduce costs effectively and pursue alternative funding sources, potentially hindering our growth and sale prospects.
 


Your Role in This Decision:

Your vote is crucial. As shareholders, your support in this decision will help pave the way for a more sustainable future for Geo Limited.

Next Steps:

The attached Notice of Meeting provides additional information including the voting process and actual and potential impacts of delisting, and timing of such.

On behalf of the Board, I urge all eligible shareholders to support this resolution. Your affirmative vote is vital for our company to advance towards a more focused and financially stable future.

Thank you for your ongoing support.


Sincerely,

Tim Molloy
Chair, Geo Limited

For more information:
Tim Molloy
Executive Chair
Tel: +61 411 592 180
Email [email protected]



ABOUT GEO
GEO is a leading SaaS business that provides job management platforms for trades, field and home service businesses. The market for GEO’s products is growing quickly as the global mobile workforce expands. Geo’s simple yet powerful software platform helps business owners reduce the complexity of running their business whilst saving time and improving cashflow.
For more information: www.geoop.com

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Announcement PDF