Cardno is pleased to announce that the Federal Court of Australia approved the scheme of arrangement (Demerger Scheme) to effect the Demerger of Intega Group Limited (Intega) from Cardno Group Limited (Cardno) on Friday 18 October 2019. The Demerger was overwhelmingly approved by Cardno shareholders at the Scheme Meeting and General Meeting held on Thursday 10 October 2019.
The demerger will result in two independent ASX listed entities:
Cardno Limited (“Cardno Consulting”): which will continue to operate Cardno’s existing environmental, infrastructure and development consulting business (“Consulting Business”) and trade as Cardno Limited; and
Intega Group Limited (“Intega”): a Quality, Testing and Measurement (QTM) business providing construction materials testing (CMT), subsurface utility engineering services (UES) and quality assurance for energy companies(QA) (“QTM Business”).
Intention to Demerge Scheme Booklet
Please read this Demerger Scheme Booklet in detail as it contains important information which will assist in making an informed decision on this Demerger.
Last time and date by which the Demerger Scheme Meeting and General Meeting Proxy Forms must be received by the Cardno Share Registry
10.00am (Sydney time) on Tuesday, 8 October 20191
Meetings Record Date
Time and date for determining eligibility to vote at the Demerger Scheme Meeting and General Meeting
7.00pm (Sydney time) on Tuesday, 8 October 2019
Annual General Meeting
To be held at The Hobart Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney
Please see the separate notice of meeting for information about voting at and the business of the Annual General Meeting
10.00am (Sydney time) on Thursday, 10 October 2019
Demerger Scheme Meeting
To be held at The Hobart Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney
11.30am (Sydney time) on Thursday, 10 October 2019
General Meeting
To be held at The Hobart Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney
12.15pm (Sydney time) (or as soon after that time as the Demerger Scheme Meeting has concluded) on Thursday, 10 October 2019
If Cardno Shareholders approve the Demerger
Second Court Hearing
To approve the Demerger Scheme
Friday, 18 October 2019
Effective Date
This is the date on which the Court order approving the Demerger Scheme is lodged with ASIC and the Demerger Scheme becomes Effective and binding on Cardno Shareholders.
Last date that Cardno Shares trade on the ASX cum-entitlements under the Demerger Scheme
Monday, 21 October 2019
ASX Listing of Intega
Intega Shares expected to commence trading on the ASX on a deferred settlement basis
Cardno Shares commence trading on the ASX on an ex-Demerger Scheme entitlement basis
Tuesday, 22 October 2019
Election deadline for Small Shareholders
Last time and date by which Sale Facility Election Forms and Sale Facility Election Withdrawal Forms must be received by the Cardno Registry from Small Shareholders
5.00pm (Sydney time) on Wednesday, 23 October 2019
Demerger Scheme Record Date
Time and date for determining entitlements to Intega Shares under the Demerger
7.00pm (Sydney time) on Wednesday, 23 October 2019
Demerger Implementation Date
Transfer of Intega Shares to Eligible Cardno Shareholders or Sale Agent (as applicable)
All remaining steps to implement the Demerger (e.g. any restructuring) must be completed on or before this date
Thursday, 31 October 2019
Despatch of holding statements to Intega Shareholders and last day of deferred settlement trading for Intega Shares
Thursday, 31 October 2019
Intega Shares expected to commence trading on a normal settlement basis
Friday, 1 November 2019
Intega Shares sold by the Sale Agent on behalf of Selling Shareholders
Friday, 1 November 2019 to Thursday, 28 November 2019
Despatch of payments to Selling Shareholders
Friday, 29 November 2019
1 Cardno Shareholders should take note that daylight saving time will be in effect.
If you have any further questions about the Demerger Scheme Booklet or the Demerger, please call the Cardno Shareholder Information Line on 1300 381 478 (within Australia) or +61 3 9415 4108 (outside Australia) Monday to Friday between 8.30am and 5.00pm (Sydney time).
Please note that the Cardno Shareholder Information Line cannot provide any financial, taxation or investment advice and cannot comment on the merits of the Demerger. If you have any questions about your individual financial or taxation circumstances, please contact your financial, legal, taxation or other professional advisers.
