The Board of Cardno Limited (ASX:CDD) announced the spin-off of Intega Group Limited on August 21, 2019. Cardno Limited will demerge its quality, testing and measurement business from its consulting business. The demerger is proposed to occur by way of a scheme of arrangement and capital reduction. Cardno will comprise of three operating entities, namely Asia Pacific Consulting, Americas Consulting and International Development Consulting. The demerger will result in two independent ASX listed entities that are, Cardno Limited and Intega Group Limited. Following the demerger, Intega will operate the QTM Business. If the demerger is implemented, eligible Cardno shareholders will receive one Intega share for every one Cardno share they hold. No capital is being raised through the proposed demerger and no additional debt is being created or taken on. Cardno's largest shareholder, Crescent Capital Partners (CCP), owns ~50.1% of Cardno shares and thus will own ~50.1% of Intega shares. Cardno shareholders are scheduled to receive the scheme implementation booklet in early September 2019. Cardno Shareholders will also retain their shareholding in Cardno. Post-implementation of the proposed Demerger, Eligible Cardno Shareholders will have the choice to retain their Cardno Shares and Intega Shares or sell either or both. The proposed demerger will be voted on by Cardno shareholders at a demerger Scheme Meeting on October 10, 2019. Subject to approval of the Demerger Scheme by the Court, Intega shares are expected to begin trading on ASX on a deferred settlement basis on October 22, 2019, and on a normal settlement basis on November 1, 2019. Federal Court of Australia has on October 18, 2019 made orders approving the deal. If the Demerger proceeds, it will be implemented via a capital reduction and record date for scheme of arrangement is expected to be October 23, 2019.

Cardno Consulting will continue to be led by existing Chief Executive Officer and Managing Director, Ian Ball and Chief Financial Officer, Peter Barker and will continue to be known as Cardno. Intega will be led by Chief Executive Officer and Managing Director, Matt Courtney and Chief Financial Officer, Shael Munz. The Non Exec Directors of Cardno Limited will be Michael Alscher (Chair), Jeff Forbes, Rebecca Ranich, Steve Sherman and Nathanial Thomson. The Non Exec Directors of Intega will be Neville Buch (Chair), Michael Alscher, Jeff Forbes and Steve Sherman.

The demerger is subject to final Board approval and regulatory, court and shareholder approvals. Implementation of the Demerger is also subject to a number of conditions precedent, the Capital Reduction being approved by the Requisite Majority of votes at the General Meeting; the Cardno Financial Assistance Resolution being approved by the Requisite Majority of votes at the General Meeting; the ASX approving the admission of Intega to the Official List and granting permission for Official Quotation of Intega Shares; each of the Demerger Scheme Implementation Deed and Demerger Deed Poll have not been validly terminated; the Commissioner of Taxation has not confirmed that the Demerger Ruling Relief will not be granted; and the Commissioner of Taxation has not confirmed that the Demerger Ruling Relief will not be granted. Cardno Board unanimously recommended that shareholders, via a scheme of arrangement, support the demerger of Cardno into two separate companies to be listed on the Australian Stock Exchange. If approved, the demerger is expected to be completed in the first half of the 2020 financial year. The demerger implementation date is October 31, 2019. Following the Scheme Meeting and General Meeting of Cardno Limited held on October 10, 2019, Cardno shareholders voted overwhelmingly in favour of the demerger of Intega. Cardno will now seek orders from the Federal Court of Australia for approval at the Second Court Hearing, scheduled for October 18, 2019. If the Court approves the Demerger Scheme, Cardno intends to lodge the orders of the Court with the Australian Securities and Investments Commission on October 21, 2019 and the Demerger Scheme will become legally effective on that date. If the Demerger Scheme becomes effective, implementation of the Demerger Scheme is expected to occur on October 31, 2019. The Cardno Board unanimously considers that the Demerger is in the best interests of Cardno Shareholders. Craig Edwards and Martin Holt of Lonergan Edwards, the Independent Expert appointed by Cardno, has also concluded that the Demerger is in the best interests of Cardno Shareholders. Anne-Maree Keane of KPMG Financial Advisory Services (Australia) Pty Ltd., Accounting & Auditing Arm and PricewaterhouseCoopers Australia acted as accountants for Intega. Gilbert + Tobin acted as legal advisor for Cardno. PPM Tax & Legal acted as stamp duty advisor. Computershare Investor Services Pty Limited worked as the Cardno Share Registry and the Intega Share Registry.

The Board of Cardno Limited (ASX:CDD) completed the spin-off of Intega Group Limited for approximately AUD 240 million on October 31, 2019. The scheme of arrangement for the demerger of Intega from Cardno Limited implemented on October 31, 2019. The number of Intega fully paid ordinary shares on issue is 0.44 billion. Intega shares will commence trading on ASX on a normal settlement basis on November 1, 2019.