JSC Integra : Results of Extraordinary General Meeting of Shareholders and Approval of the Merger

May 22, 2014

Results of Extraordinary General Meeting of Shareholders and Approval of the Merger

On 24 April 2014, Integra Group ("Integra" or the "Company") (LSE: INTE) announced that it had agreed the terms of the acquisition of Integra through a merger of Integra with Integra Management Holdings, a company formed by certain members of the Integra management team, ("Integra Management Holdings"), under part XVI of the Cayman Islands Companies Law, as amended (the "Merger"). In connection therewith, the Extraordinary General Meeting of the shareholders of Integra (the "Shareholders") was held on Wednesday 21 May 2014, to consider and vote upon the following special resolutions:

1. That the merger implementation agreement dated 23 April 2014, entered into between Integra Management Holdings, Foreston Holdings Limited ("Foreston") and the Company (the "Merger Implementation Agreement"), the plan of merger made pursuant thereto between Integra Management Holdings, Foreston and the Company (the "Plan of Merger"), and the transactions contemplated by the Plan of Merger, including the Merger, be authorised and approved by the Company; and

2. That the Chairman of the Extraordinary General Meeting be instructed to adjourn the Extraordinary General Meeting in order to allow for the satisfaction of certain conditions precedent to the Merger Implementation Agreement or to allow the Company to solicit additional votes in the event that there are insufficient votes received at the time of the Extraordinary General Meeting to pass special resolution 1 above.

A quorum of Shareholders was present at the Extraordinary General Meeting. The Company is announcing the following voting results.

The first special resolution was passed. As a result of special resolution 1 being passed, special resolution 2 was not put to the meeting.

It is now anticipated that the Plan of Merger shall be registered by the Cayman Islands Registrar of Companies (the "Cayman Registrar") on or about 23 May 2014, whereupon the Cayman Registrar shall issue the Certificate of Merger and the Merger shall become effective.

JPMorgan Chase Bank, as depositary for the Company's global depositary receipt ("GDR") programme, closed its books to new deposits and issuances of GDRs from 7 a.m. London time today, in advance of the termination of the listing of the GDRs on the Official List of the UK Listing Authority and the termination of the admission of the GDRs to trading on the London Stock Exchange on 27 May 2014.

*** 

For additional information please contact:

Corporate Secretary
Stephen Polakoff		Tel. [phone] [e-mail]