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Integra brochure
(pdf - 1.6 mb)


May 13, 2014

Change of GDR Voting Instruction Date to 16 May 2014 with respect to the proposed Merger of Integra Group with Integra Management Holdings and proposed delisting of Integra GDRs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 Change of GDR Voting Instruction Date to 16 May 2014 with respect to the proposed Merger of Integra Group with Integra Management Holdings and proposed delisting of Integra GDRs

On 26 March 2014, it was announced that Integra Group (“Integra” or the “Company”) had received a proposal from certain members of the Integra management team (the “Participants”) providing the outline terms of an acquisition of Integra through a merger of Integra (the "Merger") with a company formed by the Participants. It was also announced that Integra's board of directors had formed an independent committee (the “Independent Directors”) comprised solely of directors of the Company who are unaffiliated with any of the Participants to negotiate exclusively the terms of the Merger with the assistance of the Company’s financial and legal advisers.
On 24 April 2014, it was announced that Integra had agreed the terms of the Merger with Integra Management Holdings (“Integra Management Holdings”) and that an Extraordinary General Meeting of the shareholders of Integra (the “Shareholders”) is being convened for 21 May 2014 at 7 a.m. EST (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The latest time and date holders of Integra GDRs may deliver voting instructions in respect of some or all of the Integra shares represented by such GDRs to JPMorgan Chase Bank, N.A., as depositary for the Company’s GDR programme, (the “Depositary”) in connection with the Extraordinary General Meeting was announced as 12 p.m. EST on 15 May 2014 (the “GDR Voting Instruction Date”). A circular providing notice of the Extraordinary Meeting and containing detailed information about the Merger and the Extraordinary General Meeting was dispatched to Shareholders and is also available on the Company’s website – www.integra.ru/eng.
Integra hereby announces that the GDR Voting Instruction Date has been extended to 12 p.m. EST on 16 May 2014. All other previously announced dates with respect to the potential Merger will remain unchanged.
Neither the LSE nor any other securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this announcement, the Circular or in the notice of the Extraordinary General Meeting.
Deutsche Bank AG, London Branch is acting as financial adviser to the Independent Directors.  Latham & Watkins LLP is acting as legal adviser to the Independent Directors.

Enquiries:
Artem Dudka
Vice-president for Legal Affairs
Integra group
email: ADudka@integra.ru
tel.: +7 495 933062 ext. 10182
 
 
Andrew Chulack
Managing Director
Head of Global Banking Russia and CIS
Deutsche Bank AG
tel: +7 495 6420653