SENS

Below we outline the last 10 SENS releases

Group Five Limited - Renewal of Cautionary Announcement
Wednesday, 25th April 2012
GRF
GRF - Group Five Limited - Renewal of Cautionary Announcement
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAE 000027405
("Group Five" or "the group" or "the company")
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcements dated 27 January 2012 and 9 March
2012 and are advised that the company is still in discussions relating to the
disposals of the businesses that constitute the construction materials segment
and which if successful, may have an effect on the share price of the company.
Accordingly, shareholders are advised to continue to exercise caution when
trading in the company's shares until a further announcement has been made.
25 April 2012
Investment Bank and Sponsor
Nedbank Capital
Date: 25/04/2012 09:24:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Renewal of cautionary announcement
Friday, 9th March 2012
GRF
GRF - Group Five Limited - Renewal of cautionary announcement
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAE 000027405
("Group Five" or "the group" or "the company")
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcement dated 27 January 2012 and are
advised that the company is still in discussions relating to the disposals
of the businesses that constitute the construction materials segment and
which if successful, may have an effect on the share price of the company.
Accordingly, shareholders are advised to continue to exercise caution when
trading in the company's shares until a further announcement has been made.
9 March 2012
Investment Bank and Sponsor
Nedbank Capital
Date: 09/03/2012 12:24:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Unaudited interim group results for the six months
Monday, 13th February 2012
GRF
GRF - Group Five Limited - Unaudited interim group results for the six months
ended 31 December 2011
GROUP FIVE LIMITED
(Registration number: 1969/000032/06)
(Incorporated in the Republic of South Africa)
Share Code: GRF ISIN Code: ZAE000027405
GROUP FIVE
Structured ingenuity
Unaudited interim group results for the six months ended 31 December 2011
371 Rivonia Boulevard, Rivonia / PO Box 3951, Rivonia 2128,
South Africa
Tel: +27 11 806 0111, 0860 55 55 56 / Fax: +27 11 803 5829
Email: info@groupfive.co.za / www.groupfive.co.za
Incorporated in the Republic of South Africa /
Reg. no. 1969/000032/06
JSE code: GRF ISIN: ZAE 000027405
Revenue from continuing operations
(R'millions) down 4%
Dec 11 4 407
Dec 10 4 571
Operating profit from continuing operations
Including fair value adjustments
(R'millions) down 40%
Dec 11 219
Dec 10 368
Cash and cash equivalents from continuing operations
(R'millions) up 117m
Dec 11 2 335
June 11 2 218
Fully diluted headline earnings per share
(cents) down 44%
Dec 11 130
Dec 10 233
Earnings per share
(cents) up
Dec 11 89 profit
Dec 10 354 loss
Commentary
Introduction
The weakness in the general domestic construction and engineering markets in
which the Group operates has continued during the period, exacerbated by
unpredictable delays in certain public infrastructure expenditure in South
Africa as well as postponements in mining resource capital programmes.
In contrast to this, the African mining resources, power and energy sectors are
recovering. The group's emphasis on a larger geographic footprint for more of
its business units in Africa has assisted all three construction segments in a
small way to mitigate some of the domestic market weakness.
The Group continued to implement its conservative approach adopted last year in
terms of both the quality of the order book and cash preservation to fund
activity supporting future profit growth. It is thus encouraging to see a modest
improvement in the construction order book, with the good cash position
supporting this strategy.
However, the overall Group performance during the period was impacted by delayed
construction revenue due to contract delays and client scope changes. Losses in
Construction Materials, holding costs and losses from one previously reported
contract in the Middle East also impacted results.
Financial performance
As per the cautionary announcement of 27 January 2012, based on the Group's
operational and strategic focus, as well as the poor outlook for the
construction market in the South Gauteng region, the board of directors of Group
Five resolved to dispose of the businesses that constitute the Construction
Materials cluster. The Group is currently in discussions with several parties to
effect these disposals. If successfully concluded, the disposals may have an
effect on the price of the company's shares. Accordingly, shareholders are
advised to continue to exercise caution when trading in the company's shares
until a further announcement has been made.
The Group is therefore required to account for the Construction Materials
operating cluster as a discontinued operation and Non-Current Assets classified
as Held for Sale. Accounting practice requires the comparatives reported in this
announcement to be restated to reflect the effect of the discontinued operations
on those periods. The results are thus presented indicating the previously
reported values and the restated amounts. The commentary below refers to the
restated values only.
Headline earnings per share (HEPS) decreased by 48.2% from 251 cents per share
to 130 cents per share and fully diluted HEPS (FDHEPS) by 44.2% from 233 cents
per share to 130 cents per share. Earnings per share (EPS) improved from a loss
of 354 cents per share to earnings of 89 cents per share in the current year and
fully diluted EPS (FDEPS) improved from a loss of 354 cents per share to
earnings of 89 cents per share.
Revenue from continuing operations decreased by 3.6% from R4,6 billion to R4,4
billion, mainly due to a reduction in activity levels within the civil
infrastructure markets.
Operating profit, including fair value adjustments but before impairment
adjustments, decreased by 40.5% from R368 million to R219 million. Fair value
net upward adjustments of R49,9 million (H1 F2011: R10,4 million) were recorded
during the period relating to the group's interests in Eastern European service
concessions and its interest in property developments. Operating profit before
fair value adjustments and impairment adjustments decreased by 52.8% from R358
million to R169 million. Included within operating profit is a deficit on the
group's pension fund of R3 million in H1 F2011.
The group's operating margins are reflected below. For comparative purposes, the
Group provides both the total operating margin as well as the operating margin
net of non-core/headline transactions of pension fund surpluses and deficits and
profit/loss on sale or impairment of subsidiaries. The Group refers to the
latter margin as the core operating margin, as it reflects the underlying
operating performance. (The group discloses the numbers both including and
excluding fair value adjustments in the table below).
H1 F2012 H1 F2011 H2 F2011
Six months Six months Six months
ended ended ended
31 December 31 December 30 June
2011 2010 2011
Revenue - (R'000) 4 598 691 4 811 683 4 395 315
Revenue - continuing operations 4 406 818 4 570 978 4 201 787
(R'000)
Total operating margin including 5.0 8.1 5.9
fair value adjustments %
Total operating margin excluding 3.8 7.8 5.0
fair value adjustments %
Core operating margin including 5.0 8.1 5.9
fair value adjustments %
Core operating margin excluding 3.9 7.9 5.0
fair value adjustments
Notes:
Total operating margin % is defined as operating profit before impairment
adjustments as a % of revenue from continuing operations.
Core operating margin % is defined as total operating margin % adjusted for the
non-core transactions listed above.
In line with expectations, net finance income of R1,9 million was recorded
during the period compared to net finance income of R26,0 million in the prior
period and net finance income of R19,8 million in H2 F2011.
The group recognised a tax expense of R65 million, mainly due to taxation from
African jurisdictions with taxation rates higher than the South African
corporate tax rate, as well as a conservative approach adopted to the raising of
deferred taxation assets.
Financial position
It is pleasing to note that the Group's statement of financial position
continues to be sound, with a nil net gearing ratio and bank balances and cash
of R2,3 billion as at 31 December 2011.
The statement of financial position has been restated to reflect the required
changes, accounting for Construction Materials as a discontinued operation, as
outlined above.
During the prior year, the Group processed a gross impairment of R550 million in
its Construction Materials business due to management concluding that the
foreseeable market valuation of the aggregate and certain readymix assets was
considerably less than the current carrying amount on the statement of financial
position. This impairment was in addition to the gross impairment of R326
million taken at 30 June 2010. The prior year's impairments and operating losses
(net of taxation) are now reflected as discontinued losses in the prior
reporting periods. No impairment to carrying value of these assets has been
recorded in the current period under review. The current year's discontinued
loss represents both the operating losses from Construction Materials net of
taxation, as well as an amount of R10,8 million (H1 F2011: R9,3 million) which
was charged to the income statement, mainly as a result of the assessment of the
amount due from contract claims on a terminated Indian toll road contract which
continues through arbitration.
Cash flow
The group generated R236 million cash from operations before working capital
changes (H1 F2011: R417 million) and generated R355 million from operations (H1
F2011 R390 million utilised). The improvement in working capital was as a result
of an increase in advance payments received and excess billings charged, as well
as a corresponding decrease in work in progress balances.
Dividend
The group's adopted dividend policy is approximately four times basic earnings
per share dividend cover. In line with this policy, a dividend for this period
of 22 cents per share (H1 F2011: 52 cents) has been declared. The dividend
policy therefore remains unchanged, based on the medium term business outlook
and the availability of liquid resources.
Business combinations
There were no business combinations in the period under review.
As mentioned above, the Group has resolved to dispose of its Construction
Materials businesses. Construction Materials comprises sand and aggregates,
readymix and extenders and mining crushing services.
The construction materials market in Gauteng where Construction Materials
operate has remained heavily oversupplied with insufficient work being available
to quarry owners who need to move quality materials at heavily discounted
prices. Competitors with the benefit of an integrated offering through the value
chain of cement, aggregates and readymix concrete and others with mobile
crushing operations that locate from opportunity to opportunity have survived
this extended downturn better than fixed quarry businesses.
Revenue for Construction Materials for the six months decreased by 20.3% from
R241 million to R192 million, with a core operating loss of R31 million (H1
F2011: loss of R33 million). The loss on discontinuance is reported at R30,1
million (H1 F2011: R572 million).
Management has concluded that Construction Materials cannot be a core business
for Group Five and will be sold. In this regard, the Group is engaging with
parties who have expressed an interest in the various businesses and assets. It
is acknowledged that there has been destruction in shareholder value in the
Group's venture into this market, with hard lessons learnt. This business has
experienced unforeseeably historically low depressed markets and it would be
costly for shareholders were the group to wait for a market recovery before
exiting the business.
Operational review
GROUP
The Group's businesses performed broadly in line with management expectations
and in accordance with the guidance provided in November 2011 when all
construction margins were guided down.
Group-wide restructuring and cost cutting, without losing core capacity, had a
net cost in the first half. The benefits will only be realised from H2 F2012 and
F2013. In addition, the Group has purposefully continued to carry costs related
to its investment in future opportunities and capacity building. The benefits of
these initiatives will not be realised before F2013.
As expected, the period's results were impacted by losses in the Construction
Materials segment. The Civil Engineering results have been impacted in short
term by losses on a Jordan pipeline contract and holding costs in the Middle
East deployed to manage out legacy contracts.
INVESTMENTS AND CONCESSIONS
(including Infrastructure H1 F2012 H1 F2011 H2 F2011
Concessions and Property Six months Six months Six months
Developments) ended ended ended
31 December 31 December 30 June
2011 2010 2011
Revenue - (R'000) 320 250 282 361 272 298
Total operating margin including 27.6 17.5 21.9
fair value adjustments %
Total operating margin excluding 12.0 13.8 7.8
fair value adjustments %
Core operating margin % including 27.8 17.8 22.5
fair value adjustments %
Core operating margin excluding fair 12.2 14.1 8.4
value adjustments
Investments and Concessions consists of Infrastructure Concessions and Property
Developments. This cluster contributed 7.3% (H1 F2011: 6.2%) to group revenue.
Infrastructure Concessions
In spite of sluggish domestic concessions and PPP activities and the economic
pressures in Europe, Infrastructure Concessions performed ahead of expectations
as new tolling contracts came on line in Eastern Europe.
Revenue increased by 13.8% to R306 million (H1 F2011: R269 million), core
operating margin improved to 25.8% (H1 F2011: 20.3%), with core operating profit
at R79 million (H1 F2011: R54 million). The changes in the carrying value of
concession assets are regarded and accounted for globally as a core component of
the concessions business. Included in core operating profit are upward fair
value adjustments on service concessions of R39 million (H1 F2011: R10 million).
Eastern European and growing African concession opportunities are set to remain
attractive, with further new projects under development in transport projects
and power.
Going forward, the timing of awards in the South African public sector buildings
and healthcare PPPs and transport concession markets remains uncertain in light
of current delays and unconvincing government policy and commitment. The
uncertainty over whether the N1/N2 Winelands toll road project, awarded to the
consortium led by Group Five, will go ahead, is just one example.
The outcome of the government's deliberations on the resolution of the Gauteng
Freeway Tolling impasse and of the recently established Presidential
Infrastructure Coordinating Commission will be crucial for the construction
sector and job creation.
The group is, however, encouraged by the private sector's commitment to
renewable energy. The Group is well positioned to participate. It will be
crucial for this programme to meet the stated deadlines for quick adjudication
and award to pre-qualified bidders who are able to demonstrate bankability.
Property Developments
Property Developments' revenue increased by 6.8% to R15 million (H1 F2011: R14
million) and core operating profit to R10,2 million (H1 F2011: R4, 2 million
loss). Included in core operating profit is an upward fair value adjustment on
property developments of R11 million (H1 F2011: nil).
Property Developments returned to profitability in line with the Group's stated
expectations. The Group continues to progress its strategy of disinvestment from
the traditional residential sector in favour of securing A-grade commercial and
retail property development positions in targeted geographies.
MANUFACTURING
H1 F2012 H1 F2011 H2 F2011
Six months ended Six months ended Six months ended
31 December 2011 31 December 2010 30 June 2011
Revenue - (R'000) 495 973 405 138 462 385
Total operating margin % 4.4 7.8 (1.2)
Core operating margin % 4.4 7.9 (1.2)
Manufacturing consists of building products business, Everite, as well as steel
fabrication businesses BRI and Group Five Pipe. Manufacturing contributed 11.3%
(H1 F2011: 8.9%) to Group revenue.
Revenue increased by 22.4% from R405 million to R496 million. Core operating
profit decreased by 32.0% from R32 million to R22 million, resulting in a core
operating margin of 4.4% (H1 F2011: 7.9%). Core operating margin for H2 F2011
was a loss of 1.2%.
Investments in production technologies, product range extension and the closure
of the troubled steel fabrication facility have led to improving competitiveness
and domestic and export market growth. An increase in volumes traded in Everite
and BRI during the reporting period lifted the manufacturing performance from
the last reported results. Group Five Pipe remains tied to large water transport
project demand, which exhibits some loading unpredictability in the short term.
In the period under review, further progress was made in developing the Group's
Advanced Building Technologies (ABT) product offering into the housing and
building market.
CONSTRUCTION
H1 F2012 H1 F2011 H2 F2011
Six months ended Six months ended Six months
31 December 2011 31 December 2010 ended
30 June 2011
Revenue - (R'000) 3 590 595 3 883 479 3 467 104
Total operating margin % 3.0 7.4 5.6
Core operating margin % 3.0 7.4 5.5
Construction comprises the business segments of Building and Housing, Civil
Engineering and Engineering. Engineering incorporates the businesses of Projects
and Engineering & Construction (E+C).
Construction continued to be the largest cluster in the group, contributing
81.5% to Group revenue (H1 F2011: 85.0%).
Construction revenue decreased by 7.5% from R3,9 billion to R3,6 billion and
core operating profit decreased by 62.1% to R109 million (H1 F2011: R288
million). Over-border work contributed 26% (H1 F2011: 25%) to Construction
revenue. The overall Construction core operating margin period on period
declined from 7.4% to 3.0%. The core operating margin in H2 F2011 was 5.5%.
Construction performance was impacted by delayed revenue due to postponements in
domestic contract awards and customer-initiated scope change delays, as well as
holding costs and losses in the Middle East from one contract as previously
reported. In addition, the Group purposefully continued to carry costs related
to its investment in future opportunities and capacity building in renewable
power, nuclear readiness, postponed local and new over-border PPPs, as well as
oil and gas and geographic expansion. As stated above, the benefits of these
initiatives will not be realised before F2013.
Building and Housing
H1 F2012 H1 F2011 H2 F2011
Six months ended Six months ended Six months ended
31 December 2011 31 December 2010 30 June
2011
Revenue - (R'000) 1 310 766 1 215 101 927 903
Total operating margin % 2.6 7.5 5.0
Core operating margin % 2.6 7.5 4.9
Revenue increased by 7.9% from R1,2 billion (79% local) to R1,3 billion (80%
local). Core operating profit decreased by 63.4% to R33 million (H1 F2011: R91
million), resulting in a core operating margin of 2.6% (H1 F2011: 7.5%). Core
operating margin for H2 F2011 was 4.9%.
During the period, the private sector property market for buildings remained
weak and overtraded, with inherently low margins and unattractive cash flows.
This has been coupled with the slowdown in government's promised infrastructure
spend and the lack of awards of certain PPP concession projects, including large
public buildings, healthcare and correctional services. The Group has been
declared the preferred bidder on some of these projects.
The coastal region performed well, although margins were constrained.
The Building and Housing segment established an over-border capability in new
markets, which will mitigate some domestic market decline.
In the short term the Building business will be under pressure while markets are
further developed and while new awards against tenders under adjudication are
awaited.
The Housing business has, however, seen a recent marked improvement in domestic
mining and affordable and RDP housing work load.
The secured one-year order book stands at R2, 4 billion (85% local) (FY 2011:
R2,1 billion and 88% local) and total secured work at R3,6 billion (77% local)
(FY 2011: R3,1 billion (75% local)).
Civil Engineering
H1 F2012 H1 F2011 H2 F2011
Six months Six months Six months
ended ended ended
31 December 31 December 30 June
2011 2010 2011
Revenue - (R'000) 1 217 078 1 863 462 1 684 899
Total operating margin % 2.6 6.9 6.1
Core operating margin % 2.6 7.0 6.1
Civil Engineering includes the Group's civil engineering activities in South
Africa, the rest of Africa and the Middle East.
Civil Engineering revenue decreased by 34.7% from R1, 9 billion (86% local) to
R1,2 billion (78% local). Core operating profit decreased by 75.4% from R130
million to R32 million, accompanied by a decrease in overall core operating
margin to 2.6% from 7.0% in the corresponding period and 6.1% in H2 F2011.
As outlined above, the Civil Engineering result has been impacted by revenue and
margin shifting out in time due to late contract awards and hence delayed
starting times, as well as scope changes on several large domestic projects.
Against this, the underlying South African and African business delivered well
on contracts executed in the period.
In the Middle East slow but positive progress continues to be achieved in
contract resolution, including cash recovery. The Jordan pipeline project,
however, has returned further losses. This project is in the process of being
terminated by mutual agreement with the contracting parties. In addition, costs
are being expensed as they occur for the commercial resources deployed in Dubai
which continue working through the contractual finalisation and cash collection
of completed, but not commercially closed, as well as terminated contracts.
Although tendering activity is high and increasing in South Africa and the rest
of Africa, awards are currently infrequent. The business is proactively
mitigating domestic market conditions by progressively rebuilding its African
order book in geographies in which the Group has prior operating experience and
where growth opportunities are stronger.
The Group expects meaningful contract awards and margin improvement in Civil
Engineering to realise over the next 12 months derived from intervention
in the Middle East and its South Africa and Rest of Africa tender opportunity
pipeline in targeted sectors of mining, power, water and environment and
transport.
Civil Engineering's secured one-year order book stands at R2,5 billion
(48% local) compared to R2,5 billion (57% local) as at 30 June 2011. The full
order book is at R4,1 billion (48% local) (FY 2011 R3, 7 billion (58% local)).
Engineering
H1 F2012 H1 F2011 H2 F2011
Six months Six months ended Six months ended
ended 31 December 2010 30 June
31 December 2011
2011
Revenue - (R'000) 1 062 751 804 916 854 302
Total operating margin % 4.1 8.3 5.2
Core operating margin % 4.1 8.4 5.2
The Engineering cluster is the Group's engineering and plant building segment
and incorporates the Projects business and the Engineering & Construction (E+C)
business.
Engineering is experiencing a recovery in enquiry levels from the sub-Saharan
African mining and energy markets, which resulted in new contract awards during
the period under review. This trend is expected to continue in various mineral
categories, technologies and geographies. This augurs well for a sustained
recovery ahead, albeit lumpy in nature.
During the period, revenue increased from R805 million (44% local) to R1,1
billion (62% local), with core operating profit decreasing by 34.8% from R67
million to R44 million. Core operating margin decreased to 4.1% (H1 F2011:
8.4%). Core operating margin for H2 F2011 was 5.2%.
Although the underlying contract margins are still good, they reflect increased
competition. The margin for the period was also impacted by the high costs
incurred in bidding for the many renewable energy projects against the REFIT
(renewable energy feed-in tariff) programmes and building capacity in nuclear.
The margin retraction on higher revenues is temporary and should improve over
the next 12 months.
The E+C business has bid with a number of the power plant developers who have
pre-qualified under the REFIT 1 programme. Contract awards are expected in H1
F2013. Further bids will be submitted under the REFIT 2 programme in March 2012.
The secured one-year order book was maintained at R1,4 billion (64% local) (30
June 2011: R1,4 billion secured work) (75% local). The full secured order book
stands at R2,6 billion (66% local) (FY 2011: R2,0 billion (83% local)).
PROSPECTS
The Group's total secured Construction order book stands at R10,3 billion (30
June 2011: R8,8 billion). The Construction one-year order book stands at R6,4
billion (30 June 2011: R5,9 billion).
The value of the Group's target opportunity pipeline stands at R144 billion, up
from R134 billion in August 2011, with activity in all its markets.
The Investments and Concessions cluster is delivering annuity business growth,
with group-wide opportunities in active infrastructure sectors in increasingly
more geographies.
Manufacturing has been re-focused and its performance is improving on higher
sales volumes to a broadening number of markets.
The disposal of the loss-making Construction Materials business will relieve the
cash drain from this segment on the Group and improve returns once completed.
Based on the Group's positioning in the key infrastructure growth sectors of
power, mining, oil and gas, water and transport and in the concessions market
for specific projects, as well as the progress made in terms of improving the
group's internal efficiencies, management expect a slow recovery in group
activity levels from the second half of F2012. This should support some
improvement in the Group's trading performance from F2013. The timing of this
recovery is dependent on the timing of awards on visible projects.
ESTIMATES AND CONTINGENCIES
The group makes estimates and assumptions concerning the future, particularly
with regard to construction contract profit taking, provisions, arbitrations and
claims and various fair value accounting policies. The resulting accounting
estimates and judgments can, by definition, therefore only approximate the
actual results. Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
Total financial institution guarantees given to third parties on behalf of
subsidiary companies amounted to R3 434 million as at 31 December 2011, compared
to R4 537 million as at 30 June 2011.
DIVIDEND DECLARATION
The directors have declared an interim dividend number 67 of 22 cents per
ordinary share (2011: 52 cents dividend) payable to shareholders.
In order to comply with the requirements of Strate, the relevant details are:
Event Date
Last day to trade (cum-distribution) Friday, 13 April 2012
Shares to commence trading (ex-distribution) Monday, 16 April 2012
Record date (date shareholders recorded in Friday, 20 April 2012
books)
Payment date Monday, 23 April 2012
No share certificates may be dematerialised or Monday, 16 April 2012 and
rematerialised between Friday, 20 April 2012
BASIS OF PREPARATION
These consolidated condensed interim financial statements for the six months
ended 31 December 2011 have been prepared in accordance with IAS 34, "Interim
Financial Reporting" and in the manner required by the Companies Act of South
Africa. The consolidated condensed interim financial information should be read
in conjunction with the annual financial statements for the year ended 30 June
2011, which have been prepared in accordance with International Financial
Reporting Standards (IFRS). The accounting policies applied are consistent with
those of the annual financial statements for the year ended 30 June 2011, as
described in those financial statements.
The above information has not been reviewed or reported on by Group Five's
auditors.
BOARD CHANGES
There were no changes to the board of directors during the period under review.
ACKNOWLEDGMENTS
The group wishes to recognise the hard work and commitment of its employees.
On behalf of the board
MP Buthelezi MR Upton
Chairperson Chief Executive Officer
7 February 2012
Board of directors: P Buthelezi* (Chairperson), MR Upton (CEO), CMF Teixeira
(CFO), LE Bakoro*, L Chalker*+, Dr JL Job*, OA Mabandla*, SG Morris*, KK
Mpinga*, DDS Robertson*+
*(Non-executive director) + (British) (DRC)
Transfer secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall
Street, Johannesburg 2001
Please visit our website: www.groupfive.co.za
Condensed consolidated income statement
(R'000) Six months Six months Six months Full Full year
ended ended ended year ended
31 Dec 2011 31 Dec 2010 31 Dec 2010 ended 30 June
restated as 30 June 2011
previously 2011 as
reported restated previousl
y
reported
Revenue 4 598 691 4 811 683 4 811 683 9 206 9 206 998
998
Continuing 4 406 818 4 570 978 4 811 683 8 772 9 206 998
operations 765
Discontinued 191 873 240 705 - 434 233 -
operations
Operating profit 169 123 357 997 324 575 566 986 498 828
before fair value
adjustments and
impairment
adjustments
Fair value 49 911 10 417 10 417 48 844 48 844
adjustments
relating to
investment in
service concessions
and property
developments
Operating profit 219 034 368 414 334 992 615 830 547 672
before impairment
adjustments
Impairment of - - (550 540) - (550 540)
property, plant and
equipment and
goodwill
Operating 219 034 368 414 (215 548) 615 830 (2 868)
profit/(loss)
Share of 126 (521) (521) 820 820
profit/(loss) from
associates
Finance income 38 442 64 048 58 374 106 552 96 060
Finance costs (36 501) (37 984) (46 378) (60 644) (77 699)
Profit/(loss) 221 101 393 957 (204 073) 662 558 16 313
before taxation
Taxation (65 227) (120 502) (94 354) (209 (158 143)
990)
Profit/(loss) after 155 874 273 455 (298 427) 452 568 (141 830)
taxation from
continuing
operations
Loss for the period
from discontinued
operations
(40 960) (581 166) (9 284) (611 (17 214)
612)
Profit/(loss) for 114 914 (307 711) (307 711) (159 (159 044)
the period 044)
Allocated as
follows:
Equity shareholders 86 073 (339 362) (339 362) (218 (218 107)
of Group Five 107)
Limited
Non controlling 28 841 31 651 31 651 59 063 59 063
interest
114 914 (307 711) (307 711) (159 (159 044)
044)
Earnings/(loss) per 0,89 (3,54) (3,54) (2,27) (2,27)
share - R
Fully diluted 0,89 (3,54) (3,54) (2,27) (2,27)
earnings/(loss) per
share - R
Determination of headline earnings
(R'000) Six Six months Six Full year Full
months ended months ended year
ended 31 Dec 2010 ended 30 June ended
31 Dec restated 31 Dec 2011 30 June
2011 2010 restated 2011
as as
previousl previous
y ly
reported
reported
Attributable 86 073 (339 362) (339 362) (218 107) (218
profit/(loss) 107)
Adjusted for (net of 39 511 580 145 544 249 609 766 536 989
tax)
- Loss/(profit) on 5 728 (202) (202) 832 832
sale of property,
plant and equipment
and investment
property
- Loss/(profit) on 619 (819) (819) 574 574
subsidiary
- Impairment of - - 535 986 - 521 621
property, plant and
equipment and
goodwill
- Net profit on fair (7 796) - - (3 252) (3 252)
value adjustments on
investment property
- Losses from
discontinued
operations 40 960 581 166 9 284 611 612 17 214

Headline earnings 125 584 240 783 204 887 391 659 318 882
Condensed consolidated statement of comprehensive income
(R'000) Six Six Full year
months months ended
ended ended 30 June
31 Dec 31 Dec 2011
2011 2010
Profit/(loss) for the period 114 914 (307 711) (159 044)
Other comprehensive income for the
period net of tax
Exchange differences on translating 85 517 (64 994) (45 948)
foreign operations
Total comprehensive income/(loss) 200 431 (372 705) (204 992)
for the period
Total comprehensive income/(loss)
for the period attributable to
Equity shareholders of Group Five 171 590 (404 356) (264 055)
Limited
Non controlling interest 28 841 31 651 59 063
Total comprehensive income/(loss) 200 431 (372 705) (204 992)
for the period
Condensed consolidated statement of financial position
(R'000) Six Six Six Full year Full
months months months ended year
ended ended ended 30 June ended
31 Dec 31 Dec 31 Dec 2011 30 June
2011 2010 2010 restated 2011
restated as as
previousl previous
y ly
reported
reported
ASSETS
Non-current
assets
Property, plant 905 021 894 788 1 529 649 857 459 1 430
and equipment 457
and investment
property
Investments - 300 199 243 693 243 693 253 100 253 100
service
concessions
Investments - 8 691 128 691 128 691 8 691 8 691
property
developments
Other non- 174 911 159 381 178 206 213 725 227 745
current assets
1 388 1 426 2 080 239 1 332 975 1 919
822 553 993
Current assets
Other current 3 682 3 384 3 539 915 3 406 469 3 562
assets 210 044 973
Bank balances 2 335 2 418 2 417 047 2 218 334 2 234
and cash 460 363 779
6 017 5 802 5 956 962 5 624 803 5 797
670 407 752
Non-current 692 995 867 474 59 233 813 200 53 233
assets
classified as
held for sale
Total assets 8 099 8 096 8 096 434 7 770 978 7 770
487 434 978
EQUITY AND
LIABILITIES
Capital and
reserves
Equity 2 311 2 030 2 030 748 2 148 130 2 148
attributable to 776 748 130
equity holders
of the parent
Non controlling 102 052 93 638 93 638 117 565 117 565
interest
2 413 2 124 2 124 386 2 265 695 2 265
828 386 695
Non-current
liabilities
Interest bearing 132 526 727 762 832 349 155 524 232 203
borrowings
Other non- 50 267 26 448 62 558 77 482 87 326
current
liabilities
182 793 754 210 894 907 233 006 319 529
Current
liabilities
Other current 5 280 4 859 5 059 644 4 970 925 5 185
liabilities 606 894 754
Bank overdrafts - 17 497 17 497 - -
5 280 4 877 5 077 141 4 970 925 5 185
606 391 754
Liabilities 222 260 340 447 - 301 352 -
associated with
non-current
assets held for
sale
Total equity and 8 099 8 096 8 096 434 7 770 978 7 770
liabilities 487 434 978
Condensed consolidated statement of cash
flow
(R'000) Six Six Six Full year Full year
months months months ended ended
ended ended ended 30 June 30 June
31 Dec 31 Dec 31 Dec 2011 2011
2011 2010 2010 restated as
restated as previously
previousl reported
y
reported
Cash flow from
operating
activities
Profit before 236 035 417 021 462 188 780 252 756 256
working
capital
changes
Working 118 810 (807 (805 481) (1 360 (1 237
capital 237) 197) 775)
changes
Cash 354 845 (390 (343 293) (579 945) (481 519)
generated/ 216)
(utilised)
from
operations
Finance income 1 941 26 064 11 996 45 908 18 361
- (net)
Taxation and (95 124) (192 (192 451) (375 756) (375 756)
dividends paid 451)
Net cash 261 662 (556 (523 748) (909 793) (838 914)
generated/ 603)
(utilised) by
operating
activities
Property, (110 (47 807) (58 754) (53 360) (48 800)
plant and 332)
equipment and
investment
property (net)
Investments (22 129) (20 594) (20 594) 117 517 117 517
(net)
Net cash (132 (68 401) (79 348) 64 157 68 717
(utilised)/ 461)
generated in
investing
activities
Net cash (67 057) (27 523) (49 431) (51 110) (92 809)
utilised in
financing
activities
Effects of 80 068 (53 739) (53 739) (8 032) (8 032)
exchange rates
on cash and
cash
equivalents
Net cash (25 086) 890 - 16 870 -
(utilised)/
generated by
discontinued
operations
Net increase/ 117 126 (705 (706 266) (887 908) (871 038)
(decrease) in 376)
cash and cash
equivalents
Condensed consolidated segmental analysis
(R'000) % Six months Six
chang ended months
e 31 Dec 2011 ended
31 Dec
2010
restated
REVENUE
Investments and 13 320 250 282 361
Concessions
Infrastructure Concessions 14 305 519 268 567
Property Developments 7 14 731 13 794
Manufacturing 22 495 973 405 138
Construction Materials - - -
Construction (8) 3 590 595 3 883 479
Building and Housing 8 1 310 766 1 215 101
Civil Engineering (35) 1 217 078 1 863 462
Engineering Projects 32 1 062 751 804 916

Total revenue (4) 4 406 818 4 570 978
(R'000) H1 2012 %
Core chang
margin % e
OPERATING PROFIT
Investments and 27.8 77 88 965 50 249
Concessions
Infrastructure Concessions 25.8 45 78 757 54 455
Property Developments 69.3 343 10 208 (4 206)
Manufacturing 4.4 (32) 21 587 31 860
Construction Materials - - - -
Construction 3.0 (62) 109 102 288 212
Building and Housing 2.6 (63) 33 438 91 278
Civil Engineering 2.6 (75) 31 827 129 590
Engineering Projects 4.1 (35) 43 837 67 344

Total core operating 5.0 (41) 219 654 370 321
profit
Adjustments for non-
operational transactions
Pension fund deficit - (3 000)
(Loss)/profit on sale of (619) 1 093
subsidiary
Reported operating profit 219 034 368 414
Condensed consolidated segmental analysis continued
(R'000) Six months Full year Full year
ended ended ended
31 Dec 2010 30 June 30 June
as previously 2011 2011
reported restated as
previousl
y
reported
REVENUE
Investments and Concessions 282 361 554 659 554 659
Infrastructure Concessions 268 567 522 870 522 870
Property Developments 13 794 31 789 31 789
Manufacturing 405 138 867 523 867 523
Construction Materials 240 705 - 434 233
Construction 3 883 479 7 350 583 7 350 583
Building and Housing 1 215 101 2 143 004 2 143 004
Civil Engineering 1 863 462 3 548 361 3 548 361
Engineering Projects 804 916 1 659 218 1 659 218

Total revenue 4 811 683 8 772 765 9 206 998
(R'000)
OPERATING PROFIT
Investments and Concessions 39 832 111 469 62 624
Infrastructure Concessions 44 038 106 336 73 176
Property Developments (4 206) 5 133 (10 552)
Manufacturing 31 860 26 342 26 342
Construction Materials (33 422) - (68 157)
Construction 288 212 480 318 480 318
Building and Housing 91 278 136 900 136 900
Civil Engineering 129 590 231 904 231 904
Engineering Projects 67 344 111 514 111 514

Total core operating profit 326 482 618 129 501 127
Adjustments for non-
operational transactions
Pension fund deficit (3 000) (2 000) (2 000)
(Loss)/profit on sale of
subsidiary 1 093 (299) (299)
Reported operating profit 324 575 615 830 498 828
Condensed consolidated statement of changes in equity
(R'000) Six Six months Full year
months ended ended
ended 31 Dec 30 June
31 Dec 2010 2011
2011
Balance at 1 July 2 265 695 2 561 412 2 561 412
Net profit/(loss) for the period 114 914 (307 711) (159 044)
Other comprehensive income for the 85 517 (64 994) (45 948)
period
Share options expense 11 366 19 721 46 836
Distribution to non controlling (44 354) (13 068) (16 553)
interest
Dividends paid (19 309) (70 974) (121 008)
Balance at end of period 2 413 828 2 124 386 2 265 695
Statistics
(R'000) Six months Six months
ended ended
31 Dec 2011 31 Dec 2010
restated
Number of ordinary shares 96 023 132 95 910 170
Shares in issue 121 571 162 120 911 817
Less: Shares held by share trusts (25 548 (25 001
030) 647)
Weighted average number of shares ('000s) 96 545 95 910
Fully diluted weighted average number of 96 750 103 467
shares ('000s)
Earnings/(loss) per share - R 0,89 (3,54)
Headline earnings per share - R 1,30 2,51
Fully diluted earnings/(loss) per share - 0,89 (3,54)
R
Fully diluted headline earnings 1,30 2,33
per share - R
Dividend per share (cents) 22,0 52,0
Interim 22,0 52,0
Final - -
Net asset value per share - R 24,1 21,2
Net debt to equity ratio - -
Current ratio 1.1 1.2
Statistics continued
(R'000) Six months Full year Full year
ended ended ended
31 Dec 2010 30 June 30 June
as 2011 2011
previously restated as
reported previously
reported
Number of ordinary shares 95 910 170 96 004 779 96 004 779
Shares in issue 120 911 817 121 477 858 121 477 858
Less: Shares held by share (25 001 (25 473 (25 473
trusts 647) 079) 079)
Weighted average number of 95 910 96 114 96 114
shares ('000s)
Fully diluted weighted average 103 467 101 137 101 137
number of shares ('000s)
Earnings/(loss) per share - R (3,54) (2,27) (2,27)
Headline earnings per share - 2,14 4,07 3,32
R
Fully diluted earnings/(loss) (3,54) (2,27) (2,27)
per share - R
Fully diluted headline 1,98 3,87 3,15
earnings per share - R
Dividend per share (cents) 52,0 72,0 72,0
Interim 52,0 52,0 52,0
Final - 20,0 20,0
Net asset value per share - R 21,2 22,38 22,38
Net debt to equity ratio - - -
Current ratio 1.2 1.1 1.1
Capital expenditure and depreciation
(R'000) Six Six Six Full Full year
months months months year ended
ended ended ended ended 30 June
31 Dec 31 Dec 31 Dec 30 June 2011
2011 2010 2010 2011 as
restate as restate previousl
d previousl d y
y reported
reported
Capital expenditure 148 278 60 720 72 575 134 736 150 352
for the period
Capital expenditure 282 042 90 852 109 852 183 072 203 745
committed or
authorised at the
period end
Depreciation for 78 260 94 543 117 530 166 888 211 557
the period
Date: 13/02/2012 08:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Trading statement and cautionary announcement
Friday, 27th January 2012
GRF
GRF - Group Five Limited - Trading statement and cautionary announcement
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAE000027405
("Group Five" or "the group" or "the company")
TRADING STATEMENT AND CAUTIONARY ANNOUNCEMENT
CAUTIONARY ANNOUNCEMENT
The board of directors of Group Five have resolved to dispose of the businesses
that constitute the construction materials segment and, as such, the group is
currently in discussions with several parties to effect these disposals. If
successfully concluded, the disposals may have an effect on the price of the
company's shares.
Accordingly, shareholders are advised to exercise caution when trading in the
company's shares until a further announcement has been made.
TRADING STATEMENT
Group Five shareholders are advised that, for the six months ended 31 December
2011, the group expects:
* Fully diluted headline earnings per share ("FDHEPS") to be between 30%-36%
lower (127 cents per share to 139 cents per share);
* Headline earnings per share ("HEPS") to be between 35%-42% lower (124 cents
per share to 139 cents per share);
* Fully diluted earnings per share ("FDEPS") to be between 123% - 127% higher
(81 cents per share to 96 cents per share); and
* Earnings per share ("EPS") to be between 123% - 127% higher (81 cents per
share to 96 cents per share)
than the FDHEPS of 198 cents per share, the HEPS of 214 cent per share, the
FDEPS of 354 cents loss per share and the EPS of 354 cents loss per share
published for the previous corresponding period.
In addition, and to assist for comparative purposes,
* Earnings for the current period have not been affected materially by
pension fund valuation adjustments
* Earnings for the current period reflect an increase in fair value
adjustments on service concessions within Investment and Concessions,
regarded as a core component of the earnings within this segment, due to
the early roll-out of the second phase of the A1 Project in Poland
* The H1 F2012 FDHEPS and FDEPS guidance given above is calculated using
fully diluted shares and thus mainly includes the effect of the shares held
by the group's BBBEE partners, which, due to the current lower value of the
group's share price, is antidilutive in the current period.
* The group will be required to account for the construction materials
segment (refer to cautionary statement above) as a discontinued operation
and as Non-Current Assets Held for Sale. A restatement of both HEPS and
FDHEPS for the prior reporting period will be required. To assist, the
group discloses that the restated HEPS and FDHEPS for H1 F2011 is 251 cents
per share and 233 cents per share respectively (previously reported at 214
cents per share and 198 cents per share) and thus the group advises that it
expects
* Fully diluted headline earnings per share ("FDHEPS") to be between 42%
- 47% lower (123 cents per share to 135 cents per share); and
* Headline earnings per share ("HEPS") to be between 45% - 50% lower
(126 cents per share to 138 cents per share)
than the restated FDHEPS of 233 cents per share and the restated HEPS of 251
cent per share, for the previous corresponding period.
OPERATIONAL UPDATE
The underlying performance of the group's businesses performed broadly in line
with management expectations and in accordance with the guidance provided in
November 2011.
The results were impacted by losses in the Construction Materials segment. The
Civil Engineering results have been impacted in the short term by holding costs
and losses in the Middle East from one contract as previously reported.
Restructuring in the group had a net cost in the first half, the benefits of
which will realise from H2 onwards. In addition, the group has continued to
invest in future opportunities in targeted sectors, the benefits of which will
not be realised in F2012.
Manufacturing has improved well with an increase in volumes traded during the
reporting period.
In spite of sluggish domestic concessions and PPP activities and the economic
pressures in Europe, Investments and Concessions performed well as new tolling
contracts came on line in Eastern Europe.
MARKET CONDITIONS
Emphasis on a larger geographical footprint for more of the group's business
units and achieving early wins in the re-emergence of the mining and energy
markets in Africa has assisted to mitigate, to some extent, the continued
weakness in the South African construction and engineering markets.
Despite the cancellation and delay in planned and awarded public sector works,
particularly PPP projects which exacerbated the domestic market weakness, a slow
broader market recovery from the second half of F2012 is expected to support
some improvement in the group's trading performance from F2013.
REPORTING
The above information has not been reviewed or reported on by Group Five's
auditors. The group's results will be released on SENS on 13th February 2012
when the group will be updating the market on its business in a presentation in
Johannesburg on the same day, and in Cape Town on 14th February 2012. The
presentation will be available on the 13th February 2012 for all stakeholders on
the group's website, www.groupfive.co.za
Johannesburg
27 January 2012
Investment Bank and Sponsor
Nedbank Capital
Date: 27/01/2012 15:35:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Voluntary market and operating update
Tuesday, 29th November 2011
GRF
GRF - Group Five Limited - Voluntary market and operating update
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAI 000027405
("Group Five" or "the Group" or "the Company")
Voluntary market and operating update
The Group issues this voluntary statement to coincide with the hosting of
a Management -Media morning and an Investor-Management afternoon
function, facilitated by the Investment Analysts Society today. The Group
will be providing an update on current market and operating conditions
and the effect that these have had on its strategy, with access to
executive committee management. All presentation material and information
handouts will be available on the Group's website, www.groupfive.co.za,
concurrently with the release of this announcement.
Market conditions
Since the Group released its full year financial results on 15th August
2011, conditions in the markets in which the Group operates have remained
constrained.
Investments and Concessions
Outlook for new European concession projects remains subdued for the next
few years. The market with best prospects remains Poland. The South
African business continues to perform well off a stable platform from the
recently secured CTROM contracts, but the postponement and cancellation
of PPP's together with generally protracted processes have subdued the
domestic concessions outlook. By comparison, however, Africa offers
better prospects where the group's expertise in concession development
has been welcomed.
Manufacturing
The residential market remains depressed although a small recovery in
Fibre-Cement volumes has been noted. The public sector remains sluggish,
with delayed Advance Building Technologies ("ABT") project awards. Export
markets are showing very strong demand, with higher volumes into sub-
Saharan Africa.
Construction Materials
Gauteng fixed location quarry markets continue to struggle as a result of
* a high level of competition in the north of Gauteng;
* the increasing presence of surface (dump) rock crushers in the
East of Gauteng; and
* volumes continuing to drop and pricing still being poor.
The readymix market has declined further since June 2011 with additional
market share being enjoyed by the cement majors in support of their
cement production volumes.
Construction
South African construction market conditions have deteriorated on the
back of excess capacity in general building and civil works, exacerbated
by weak private sector demand and by government's lack of consistency as
illustrated by:
* recent government announcements delaying or cancelling a number
of active PPP tenders;
* the suspension and/or review of commitments to several large
projects including future phases of the Gauteng Freeway
Improvement Project and the N1-N2 Winelands toll road project;
and
* the delay in releasing for implementation the Department of
Energy's Peaking power plant projects.
Most of these projects are those in which the Group has established a
strong strategic position, requiring substantial investments in cash and
human capital resources over a number of years, in response to the
government's stated commitment to these projects and their request for
partnerships with the private sector for the delivery of the much-needed
national infrastructure.
There is, however, positive growth in selected African markets,
particularly in commodity resource rich economies where the Group has
proven capabilities and an enviable track record.
The Middle East market continues to offer potential growth in the medium
to long term, but is currently plagued by over-capacity and a shortage of
liquidity which hampers both work procurement and timeous contract
closure.
Operating Update
Investments and Concessions
The underlying financial performance remains sound on the back of a
quality portfolio of secured contracts with profitable long term revenue
streams in both Eastern Europe and South Africa.
Manufacturing
The Fibre Cement market is showing some signs of recovery, with the level
of order activity slowly improving, aided by increasing export activity
on the back of the weakening Rand. ABT volumes have been hampered during
the first half year due to the fact that government's housing projects
have been slow to be released.
A decision to close our loss-making Structural Steel business was made as
poor market opportunities and pricing, coupled with weak internal
efficiencies, hampered the viability of the operation.
Construction Materials
Construction Materials continues to experience tough trading conditions.
In response the Group has
* further reduced overheads;
* centralised functions;
* amended crushing runs at its quarries; and
* mothballed another four readymix batch plants.
Management is evaluating near term options for this business.
Construction
The Group's Construction units are performing well, although in much
tighter markets where margins remain under pressure. The Group's target
opportunity pipeline remains stable at circa R130 billion which provides
the basis for expectations of improved trading conditions in the medium
term, particularly in key infrastructure sectors in which the Group has
capabilities
The Group's balance sheet remains healthy and it retains a net debt
ungeared position.
Shareholders, however, are advised that, in the short term, expectations
are that H1 F2012 and F2012 will be weaker than previously expected and
prospects for a recovery remain anticipated in F2013. The Group is not in
a position to provide further guidance at this time but anticipates being
able to release a trading update on H1 F2012 and the outlook for F2012 in
January 2012.
Despite these market conditions, the Group maintains its secured
construction works order book at R9 billion (previously reported August
2011: R8,8 billion)
Johannesburg
29 November 2011
Sponsor
Nedbank Capital
Date: 29/11/2011 13:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Results of Annual General Meeting
Tuesday, 8th November 2011
GRF
GRF - Group Five Limited - Results of Annual General Meeting
Group Five Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1969/000032/06)
Share code: GRF ISIN: ZAE000027405
("Group Five" or "the company")
Results of Annual General Meeting
Shareholders are advised that, at the annual general meeting of Group
Five held at the registered office of the company today, all the
resolutions were passed by the requisite majority of shareholders present
or represented by proxy at the annual general meeting.
Johannesburg
8 November 2011
Sponsor
Nedbank Capital
Date: 08/11/2011 12:19:00 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Preferred Bidder status awarded on the
Monday, 12th September 2011
GRF
GRF - Group Five Limited - Preferred Bidder status awarded on the
Winelands Toll Road project
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAE 000027405
("Group Five" or "the group" or "the company")
Preferred Bidder status awarded on the Winelands Toll Road project
The South African National Roads Agency Limited ("SANRAL") has announced
the Protea Parkways Consortium as the Preferred Bidder for the circa R10
billion Winelands Toll Road project (Western Cape, South Africa).
The lead construction partners of the Protea Parkways consortium are
Group Five Limited, Basil Read Limited and Bouygues T.P. (France).
The Protea Parkways Consortium will now, in consultation and negotiation
with SANRAL, take this project through to financial close.
Johannesburg
12 September 2011
Sponsor
Nedbank Capital
Date: 12/09/2011 10:20:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Posting of annual report and details of annual
Tuesday, 16th August 2011
GRF
GRF - Group Five Limited - Posting of annual report and details of annual
general meeting
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAE000027405
("Group Five" or "the company")
POSTING OF ANNUAL REPORT AND DETAILS OF ANNUAL GENERAL MEETING
In compliance with section 3.22 of the JSE Limited Listings Requirements,
shareholders are advised as follows:
Annual report
Further to Group Five's audited results for the year ended 30 June 2011,
released on SENS on Monday, 15 August 2011, the annual report was posted on
Monday, 15 August 2011. The annual report contains no modifications to the
aforementioned published audited results.
Annual general meeting
The annual general meeting of the members of Group Five will be held at 11h00 on
Tuesday, 8 November 2011 at the company's registered office, 371 Rivonia
Boulevard, Rivonia, to transact the business as stated in the notice of the
annual general meeting forming part of the annual report.
Johannesburg
16 August 2011
Sponsor
Nedbank Capital
Date: 16/08/2011 15:00:04 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Audited results for the year ended 30 June 2011
Monday, 15th August 2011
GRF
GRF - Group Five Limited - Audited results for the year ended 30 June 2011
GROUP FIVE LIMITED
(Registration number: 1969/000032/06)
(Incorporated in the Republic of South Africa)
Share Code: GRF ISIN Code: ZAE000027405
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2011
CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2011
Audited
(R'000) 2011 2010
Revenue 9 206 998 11 337 588
Operating profit before fair value 498 828 876 895
adjustments and impairment adjustments
Fair value adjustment relating to 48 844 13 532
investments in service concessions,
property developments and investment
properties - net
Impairment of property, plant and (550 540) (325 569)
equipment
Operating (loss)/profit (2 868) 564 858
Share of profit from associates 820 1 347
Finance income 96 060 143 303
Finance costs (77 699) (115 432)
Profit before taxation 16 313 594 076
Taxation (158 143) (258 297)
(Loss)/profit after taxation from (141 830) 335 779
continuing operations
Loss for the year from discontinued (17 214) (22 102)
operations
(Loss)/profit for the year (159 044) 313 677
Allocated as follows:
Equity shareholders of Group Five (218 107) 267 377
Limited
Non-controlling interest 59 063 46 300
(159 044) 313 677
(Loss)/earnings per share R (2,27) 2,80
Fully diluted (loss)/earnings (2,27) 2,56
per share R
DETERMINATION OF HEADLINE EARNINGS FOR THE YEAR ENDED 30 JUNE 2011
Audited
(R'000) 2011 2010
Attributable (loss)/profit (218 107) 267 377
Adjusted for (net of tax) 536 989 318 534
- Loss/(profit) on sale of property, 832 (267)
plant and equipment and investment
property
- Loss on disposal of subsidiary 574 3 567
- Impairment of property, plant and 521 621 293 132
equipment
- Net profit on fair value adjustment (3 252) -
on investment property
- Losses on disposal of discontinued 17 214 22 102
operations
Headline earnings 318 882 585 911
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED
30 JUNE 2011
Audited
(R'000) 2011 2010
(Loss)/profit for the year (159 044) 313 677
Other comprehensive income for the year
net of tax
Exchange differences on translating (45 948) (68 889)
foreign operations
Total comprehensive income for the year (204 992) 244 788
Total comprehensive income for the year
attributable to
Equity shareholders of Group Five (264 055) 198 488
Limited
Non-controlling interest 59 063 46 300
Total comprehensive income for the year (204 992) 244 788
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE
2011
Audited
(R'000) 2011 2010
ASSETS
Non-current assets
- Property, plant and equipment and 1 430 457 2 106 573
investment property
- Goodwill - 24 859
- Investments - service concessions 253 100 224 311
- Investments - property developments 8 691 128 691
- Other non-current assets 227 745 173 918
1 919 993 2 658 352
Current assets
- Other current assets 3 562 973 4 096 899
- Bank balances and cash 2 234 779 3 129 990
5 797 752 7 226 889
Non-current assets classified as held 53 233 65 153
for sale
Total assets 7 770 978 9 950 394
EQUITY AND LIABILITIES
Capital and reserves
- Equity attributable to equity 2 148 130 2 486 357
holders of the parent
- Non-controlling interest 117 565 75 055
2 265 695 2 561 412
Non-current liabilities
- Interest bearing borrowings 232 203 843 244
- Other non-current liabilities 87 326 64 945
319 529 908 189
Current liabilities
- Other current liabilities 5 185 754 6 456 620
- Bank overdrafts - 24 173
5 185 754 6 480 793
Total liabilities 5 505 283 7 388 982
Total equity and liabilities 7 770 978 9 950 394
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30
JUNE 2011
Audited
(R'000) 2011 2010
Cash flow from operating activities
Profit before working capital changes 756 256 1 132 993
Working capital changes (1 237 775) 58 001
Cash (utilised)/generated from (481 519) 1 190 994
operations
Finance income - net 18 361 27 871
Taxation and dividends paid (375 756) (284 241)
Net cash (utilised)/generated by (838 914) 934 624
operating activities
Property, plant and equipment and (48 800) (124 739)
investment property (net)
Investments (net) 117 517 (43 749)
Net cash generated by/(utilised in) 68 717 (168 488)
investing activities
Net cash utilised in financing (92 809) (401 753)
activities
Effects of exchange rates on cash and (8 032) (36 990)
cash equivalents
Net cash generated by discontinued - -
operations
Net (decrease)/increase in cash and (871 038) 327 393
cash equivalents
CAPITAL EXPENDITURE AND DEPRECIATION AS AT 30 JUNE 2011
Audited
(R'000) 2011 2010
- Capital expenditure for the year 150 352 210 026
- Capital expenditure committed or 203 745 209 577
authorised for the next year
- Depreciation for the year 211 557 245 235
CONDENSED CONSOLIDATED SEGMENTAL ANALYSIS FOR THE YEAR ENDED 30 JUNE
2011
Audited
(R'000) % 2011 2010
change
Revenue
Investments and (6) 554 659 591 871
Concessions
- Infrastructure (6) 522 870 557 227
Concessions
- Property Developments (8) 31 789 34 644
Manufacturing - 867 523 866 221
Construction Materials (12) 434 233 491 860
Construction (22) 7 350 583 9 387 636
- Building and Housing (33) 2 143 004 3 186 142
- Civil Engineering (25) 3 548 361 4 713 487
- Engineering 12 1 659 218 1 488 007
Total revenue (19) 9 206 998 11 337 588
%
(R'000) 2011 change
Core
margin
%
OPERATING PROFIT
Investments and 11.3 (18) 62 624 75 928
Concessions
- Infrastructure 14.0 (13) 73 176 83 974
Concessions
- Property Developments (33.2) (31) (10 552) (8 046)
Manufacturing 3.0 (68) 26 342 82 300
Construction Materials (15.7) (487) (68 157) 17 624
Construction 6.5 (26) 480 318 649 967
- Building and Housing 6.4 (38) 136 900 220 022
- Civil Engineering 6.5 (20) 231 904 290 001
- Engineering 6.7 (20) 111 514 139 944
Total core operating 5.4 (39) 501 127 825 819
profit
Adjustment for non-
operational
transactions
Pension fund valuation (2 000) 55 161
(deficit)/surplus
Loss on sale of (299) (4 085)
subsidiary
Total operating profit 498 828 876 895
before fair value and
impairment adjustments
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30
JUNE 2011
Audited
(R'000) 2011 2010
Balance at 1 July 2 561 412 2 407 843
Net (loss)/profit for the year (159 044) 313 677
Other comprehensive loss for the year (45 948) (68 889)
Share options expense 46 836 43 002
Distribution to non-controlling (16 553) (5 611)
interest
Dividends paid (121 008) (128 610)
Balance at 30 June 2 265 695 2 561 412
STATISTICS AS AT 30 JUNE 2011
Audited
2011 2010
Number of ordinary shares 96 004 779 95 335 170
- Shares in issue 121 477 858 120 911 817
- Less: Shares held by share trusts (25 473 079) (25 576 647)
Weighted average shares ('000s) 96 114 95 378
Fully diluted weighted average shares 101 137 104 376
('000s)
(Loss)/earnings per share - R (2,27) 2,80
Headline earnings per share - R 3,32 6,14
Fully diluted (loss)/earnings (2,27) 2,56
per share - R
Fully diluted headline earnings 3,15 5,61
per share - R
Dividend cover (based on earnings - 2,0
per share)
Dividends per share (cents) 72,0 137,0
- Interim 52,0 63,0
- Final 20,0 74,0
Net asset value per share - R 22,38 26,08
Net debt to equity ratio - -
Current ratio 1.1 1.1
ESTIMATES AND CONTINGENCIES
The group makes estimates and judgments concerning the future, particularly
with regards to construction contract profit taking, provisions,
arbitrations and claims and various fair value accounting policies. The
resulting accounting estimates and judgments can, by definition, only
approximate the actual results. Estimates and judgments are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances.
Total financial institution guarantees given to third parties on behalf of
subsidiary companies amounted to R4 537 million as at 30 June 2011 (2010:
R5 062 million).
DIVIDEND DECLARATION
The directors have declared a final dividend number 66 of 20 cents per
ordinary share (2010: 74 cents) payable to shareholders.
To comply with the requirements of Strate the relevant details are:
Event Date
Last day to trade (cum-dividend) Friday, 23 September 2011
Shares to commence trading (ex-Monday, 26 September 2011
dividend)
Record date (date shareholders Friday, 30 September 2011
recorded in books)
Payment date Monday, 3 October 2011
No share certificates may be Monday, 26 September 2011 and
dematerialised or rematerialised Friday, 30 September 2011,
between both dates inclusive.
BASIS OF PREPARATION
These consolidated condensed financial statements for the year ended 30
June 2011 have been prepared in accordance with IAS 34, "Interim Financial
Reporting" and in the manner required by the Companies Act of South Africa.
The consolidated condensed financial statements should be read in
conjunction with the annual financial statements for the year ended 30 June
2011 which have been prepared in accordance with International Financial
Reporting Standards (IFRS).
The accounting policies are consistent with those used in the prior year.
These results have been audited by PricewaterhouseCoopers Inc., Registered
Auditors.
Their unmodified audit report is available for inspection at the company's
registered office.
COMMENTARY
Financial overview
In the period under review, the construction and engineering activity in
the markets in which the group operates remained depressed. These
conditions were further exacerbated by the unpredictable delays in some
public infrastructure expenditure in South Africa and domestic over-
capacity in the industry which was built up in the years preceding the 2010
infrastructure super-cycle.
Against these difficult markets, the group took a strategic decision to, as
far as possible, avoid securing a low margin construction order book with
cash negative returns. The group instead searched for better quality work
outside of South Africa, focusing on growing the concessions business and
cutting rather than carrying costs.
Whilst the group's Construction and Concessions businesses performed well
in light of these tough market conditions, further adverse cyclical and
fundamental changes in the Construction Materials markets, particularly in
the aggregates and ready-mix markets, occurred. This resulted in the group
taking a much more conservative view of the prospects for this cluster. We
therefore processed a second impairment against the carrying value of the
non-current assets of the construction materials business in December 2010,
as outlined below and as previously reported.
The Manufacturing segment was also adversely affected through this severe
down-cycle with volume and pricing pressure degrading revenue and margins.
Financial performance
Headline earnings per share (HEPS) decreased by 45.9% and fully diluted
HEPS (FDHEPS) by 43.9%. Due to an impairment charge on property, plant and
equipment and goodwill within the Construction Materials business, earnings
per share (EPS) and fully diluted EPS (FDEPS) was a loss of 227 cents per
share.
Group revenue decreased by 18.8% from R11,3 billion to R9,2 billion
due to a reduction in activity levels within the buildings, housing and
civil infrastructure markets, client-driven contract delays and the group's
decision not to chase volumes at the expense of margin. These conditions,
combined with increasing price competition, resulted in operating profit
before fair value adjustments and impairment adjustments decreasing by
43.1% from R877 million to R499 million.
Included within operating profit is a deficit on the group's pension fund
of R2,0 million (2010: surplus of R55,2 million).
The group operating profit margin was 5.4% (2010: 7.7%). The decrease is
attributable to the decline in the Construction Materials market and the
weak performance by the Manufacturing business, somewhat offset by the
sound results within tough market conditions from the heavy construction
cluster and infrastructure concessions businesses.
Fair value net upward adjustments of R48,8 million (2010: R13,5
million) relating to the group's interests in Eastern European road
transport concessions, as well as the group's investments in property
developments and investment properties, positively affected the group's
results in the period under review.
In line with expectations, group net finance income of R18,4 million
was recorded for the year compared to net finance income of R27,9 million
in the prior year. This was assisted by stabilised interest rates, but
negatively affected by the reduction in cash and cash equivalents, which
were mainly realised in the first half of the financial year.
The effective tax rate of 33% (2010: 34%) on profit before the construction
materials impairment adjustment was higher than the South African statutory
tax rate of 28%, mainly due to secondary tax on companies paid, liabilities
in jurisdictions with higher taxation rates and a conservative approach
adopted to the raising of deferred taxation assets.
Financial position
The group balance sheet continues to be sound, with a nil net gearing ratio
as at 30 June 2011.
Practice requires that the carrying values of non-current assets owned by
the group, including property, plant and equipment and goodwill, are
reviewed for impairment on an annual basis or when there is such an
indication. The weakened market conditions applicable to the Construction
Materials cluster therefore resulted in detailed impairment tests being
conducted. As there is currently uncertainty around the timing of the
recovery of construction materials markets and a delay in contract roll out
and awards in the public sector, management adopted a cautious approach
when considering the carrying value of these assets and therefore processed
an impairment of R325,6 million in the 2010 financial year and a further
R550,5 million in the first half of 2011. The impairment tests performed at
year end indicated that a further impairment was not required.
Furthermore, during the year, an amount of R17,2 million (2010: R22,1
million) was charged to the income statement, mainly as a result of the
prudent treatment of the amount due from contract claims on a terminated
Indian toll road contract carried as a discontinued operation.
Cash flow
The group generated R756,3 million cash from operations before working
capital changes. However, in line with expectations, working capital
absorption of R1,2 billion (2010: R58 million generated) resulted in a net
cash outflow of R871 million in the period of which the majority (R706
million), occurred in the first half of the financial year. As expected,
the finalisation of the large local infrastructure contracts saw the
unwinding of advance payments and the settlement of creditor final
accounts. Pleasingly, working capital outflows reflect the settlement of
trade and other payables only, whereas working capital continues to improve
in all other areas of trade and other receivables and the management of
inventory levels.
Dividends
The group's adopted dividend policy is approximately four times basic
earnings per share dividend cover. This policy is subject to review on a
semi-annual basis, prior to dividend declaration, as distributions will be
influenced by business growth, acquisition activity or movements in
earnings as a result of fair value accounting adjustments. In recognition
of the non-cash nature of the Construction Materials impairment adjustment,
the board has approved a dividend based on a cover of four times earnings
per share of R2,89 before recording of impairment adjustments, non-cash
fair value adjustments and pension fund deficits. A final dividend of 20
cents per share (2010: 74 cents) has thus been declared. This brings the
total dividend for the year to 72 cents per share (2010: 137 cents). The
dividend policy therefore remains unchanged and is based on the medium term
business outlook and the availability of liquid resources.
Business combinations
There were no business combinations during the current financial year.
Shareholding
Further to the group's previous statement regarding the unwinding of the
iLima Consortium (iLima) shareholding, the courts have awarded in Group
Five's favour and instructed the return of the group's shares by iLima.
This process is currently being delayed due to the liquidation of iLima. As
previously reported, the unwinding will have no material bearing on the
group's results. The group has excluded the iLima shareholding from its
current broad-based black economic (BBBEE) scorecard and confirms that its
scorecard has not been adversely affected. The group's BBBEE status is
currently a market-leading Level 2.
Industry matters
As announced on SENS on 1 February 2011, the group adopted a proactive
stance in respect of the ongoing investigation by the Competition
Commission into alleged anti-competitive behaviour within the construction
industry. In 2008, the group took the lead and initiated an invasive
internal investigation of its own. The group co-operated with the
Commission for the last two years in the interest of determining if it had
any exposure and to take advantage of the Commission's leniency programme
to limit the risk of any penalties and/or fines. The group believes it has
no such exposure, although this cannot be guaranteed until the completion
of The Commission's investigation. The group is able to advise that it has
recently signed a conditional leniency agreement with The Commission
without penalty pending conclusion of the industry investigation. The board
of Group Five once again confirms its support for the Commission's process
and its commitment to assist the Commission in its objective to rid the
sector of anti-competitive behaviour.
OPERATIONAL OVERVIEW
Group
For comparative purposes, we provide both the group's total operating
margins as well as the operating margins per segmental report net of non-
core/headline transactions of pension fund surpluses and deficits, fair
value adjustments and profit/loss on sale or impairment of subsidiaries. We
refer to the latter margin as the core operating margin, as it reflects the
underlying operating performance. Both margins exclude the impairment on
non-current assets adjustment.
The group's operating margins are reflected below.
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 9 206 998 11 337 588
Total operating margin % 5.4 7.7
Core operating margin % 5.4 7.3
Notes:
Total operating margin % is defined as operating profit before
fair value adjustments and impairment adjustments as a % of
revenue.
Core operating margin % is defined as total operating margin %
adjusted for the non-core transactions listed above.
Introduction
The South African private sectors in which the group's Construction
businesses operate, namely mining, industry, oil and gas, power and real
estate, remained weak. Whilst some of the government-owned enterprises,
namely SANRAL, Transnet and Eskom, continued to provide some workload, the
timing of resumption in general government infrastructure spending has been
and will remain a key factor for the domestic South African construction
industry.
Although there is a planned capital investment in excess of a trillion Rand
in public infrastructure spend and over R60 billion identified in the PPP
and concessions market for large public buildings and roads, as well as
power developments, only a few significant awards have been made in the
last five consecutive halves. `The group has therefore adapted its strategy
to focus on a more balanced portfolio of public and private domestic
markets, with a resumed emphasis on expanding international order books.
In this regard, there has been an increase in group activity in the African
power, energy and mining sectors in gold, copper, zinc, uranium and coal in
an increasing number of carefully selected countries.
In the Middle East, the group continued to actively pursue new
infrastructure and industrial opportunities in new territories outside of
the weak UAE market, although new contract awards are unlikely to be
secured during before H2 F2012. The resolution of the commercial closure of
the two previously reported terminated contracts in Dubai is proceeding in
an orderly fashion. Contract values have been agreed, with cash flow on one
having been received in accordance with the agreement, whilst cash flow on
the second is under negotiation.
In Eastern Europe new road transport concession projects have become less
popular with certain new governments, but the increase in traffic on
existing toll routes and the opening of recently-completed new routes will
provide a solid and sustainable business from which further opportunities
will be accessed in open road and truck tolling in Eastern Europe.
Investments and Concessions
(including Infrastructure Concessions Year ended
and Property Developments)
30 June 2011 30 June 2010
Revenue (R'000) 554 659 591 871
Total operating margin % 10.9 12.7
Core operating margin % 11.3 12.8
Investments and Concessions consists of Infrastructure Concessions and
Property Developments. This cluster contributed 6.0% (2010: 5.2%) to group
revenue.
Infrastructure Concessions
This segment demonstrated a consistent performance despite the continued
effects of the deep recession across the European region.
Revenue, which consists primarily of fees for the operation and maintenance
of toll roads, decreased by 6% from R557,2 million to R522,9 million.
Despite this the core operating profit margin decreased only slightly to
14.0% (2010: 15.1%), with core operating profit of R73,2 million (2010:
R84,0 million). The segment also recorded fair value adjustments of R33,2
million (2010: R13,5 million) as described above.
Going forward, Eastern European and African concession opportunities are
set to remain attractive, with further new projects under development in
toll roads and power. The timing of awards in the South African buildings
PPP market, and renewable energy (REFIT) projects, however, remains
uncertain.
Property Developments
Property Developments performed in line with our stated expectations and
did not generate positive returns during this financial year. The group
continues to progress its strategy of disinvestment from the residential
sector in favour of securing A-grade commercial and retail property
development positions in South Africa.
Therefore, as expected, Property Developments' revenue decreased by 8% from
R34,6 million in F2010 to R31,8 million. The business incurred a core
operating loss for the year of R10,6 million (2010: R8,0 million). The
cluster also recorded fair value adjustments of R15,7 million (2010: nil)
as described above.
The Property Developments strategy is on track and the group anticipates a
return to stronger results post F2012, in line with previous expectations.
Manufacturing
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 867 523 866 221
Total operating margin % 3.0 10.0
Core operating margin % 3.0 9.5
Manufacturing consists of the fibre cement building products business,
Everite, as well as steel fabrication businesses. Manufacturing contributed
9.4% (2010: 7.6%) to group revenue.
The cluster produced disappointing results in a market where both private
and public sector conditions weakened substantially.
Revenue remained unchanged at R867,5 million (2010: R866,2
million). The reported core operating profit for the year was R26,3 million
which was materially lower than the prior year of R R82,3 million,
resulting in a core operating margin of 3.0% (2010: 9.5%).
The Fibre Cement business achieved reasonable returns by establishing
alternative income streams, whilst removing costs within the traditional
business model. In the period under review, further progress was made in
developing the group's Advanced Building Technologies (ABT) product
offering into the housing and building market which is set to become a
significant source of off-take volumes for Everite.
Group Five Pipe benefited from increasing - although erratic - demand for
bulk water transport systems, whilst the Structural Steel business unit
suffered from low volumes, increasing steel prices and excessive costs and
write downs within the Steel businesses.
Construction Materials
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 434 233 491 860
Total operating margin % (15.7) 4.1
Core operating margin % (15.7) 3.6
Construction Materials comprises aggregates, readymix concrete and mining
crushing services. Construction Materials contributed 4.7% (2010: 4.3%)
to group revenue.
This cluster experienced a particularly tough trading year, with volumes
and prices depressed by the slow roll out of public infrastructure and
current recessionary pressures in the residential property market. In spite
of aggressive cost reduction and process improvement measures taken, this
cluster had to deal with the worst downturn for decades in the aggregates
and readymix market in Gauteng, its area of operation. The asphalt, mobile
crushing, sand and mining crushing services operations have not been as
materially affected.
The segment reported a core operating loss of R68,2 million against a core
operating profit of R17,6 million in F2010. In the first half of the
current financial year the cluster produced a core loss of R33,4 million.
Restructuring costs were incurred predominantly in the second half.
Against continued difficult markets, the cluster was re-engineered and
right-sized to survive the downturn and to create improved returns as the
market recovers.
Structural, management and operational changes were implemented and a
detailed market validation and asset verification and valuation exercise
undertaken. Process costs were reduced and efficiencies gained to limit the
margin impact from depressed volumes and prices. A gradual recovery is
expected over the next 12 to 18 months.
Construction
Construction comprises the business segments of Building and Housing, Civil
Engineering and Engineering. Engineering incorporates the businesses of
Projects and Engineering and Construction (E+C).
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 7 350 583 9 387 636
Total operating margin % 6.5 7.4
Core operating margin % 6.5 6.9
Construction continued to be the largest cluster in the group. It
contributed 79.9% of group revenue in the year under review (2010:
82.8%).
Construction revenue decreased by 22% from R9,4 billion to R7,4
billion and core operating profit decreased by 26% from R650 million to
R480 million. However, the group is pleased to be able to report only a
slight decline in core operating profit margin as a result of good contract
execution and avoiding low-margin contracts wherever possible. The overall
Construction core operating profit margin percentage was 6.5% (2010: 6.9%).
Building and Housing
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 2 143 004 3 186 142
Total operating margin % 6.4 7.4
Core operating margin % 6.4 6.9
In spite of the private building sector remaining extremely weak, Building
and Housing managed to partially mitigate this impact through the
contribution from some public sector contracts, as well as a focus on over-
border opportunities, improved execution and supply chain savings.
Building and Housing revenue decreased from R3,2 billion (94% local)
to R2,1 billion (70% local). The segment reported a 38% decrease in core
operating profit from the prior year, with core operating profit decreasing
from R220,0 million to R136,9 million. This resulted in the overall
core operating margin percentage decreasing from 6.9% to 6.4%. The
operating margin in this segment held up due to the completion of large
contracts, as well as the timeous and successful focus on securing new over-
border and domestic contracts in public buildings and the educational and
private healthcare sectors.
During the year, the private sector property market remained weak, which
was exacerbated by the slowdown in government's promised infrastructure
spend and delays in awards of certain public private partnership (PPP)
projects. A recovery over the next 12 to 18 months is expected.
The secured one-year order book stands at R2,1 billion (88% local) (2010:
R2,6 billion and 78% local) and secured work at R3,1 billion (75%
local) (2010: R3,5 billion (77% local)).
Civil Engineering
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 3 548 361 4 713 487
Total operating margin % 6.5 6.6
Core operating margin % 6.5 6.2
Civil Engineering includes the group's civil engineering activities in
South Africa, the rest of Africa and the Middle East.
Civil Engineering reported a 25% decrease in revenue from R4,7
billion (83% local) to R3,5 billion (85% local), while core operating
profit decreased by 20% to R231,9 million from R290,0 million.
However, the group is pleased to report an improvement in core operating
margin from 6.2% in the prior year to 6.5%.
This was due to successful execution and effective commercial management of
large contracts in both the public and private sector despite additional
once-off costs incurred in the rectification of a pipeline contract in
Jordan. Although tendering activity is high and increasing, awards are
currently infrequent.
In the Middle East, the group continues to be conservative in its treatment
of the cancelled contracts which are progressing slowly to resolution, with
cash already received by the group. Geographical expansion in the Middle
East is progressing with due cognisance of the risk imposed by the recent
political unrest in the region.
Civil Engineering's secured one-year order book stands at R2,5
billion (57% local), compared to R3,0 billion (85% local) as at 30 June
2010. The full order book is at R3,7 billion (58% local) (2010: R3,8
billion (80% local)). This is the largest order book of our Construction
businesses.
Based on the group's tender opportunity pipeline, it expects meaningful
contract awards to realise over the next 12 to 18 months, both in terms of
its target geographies as well as its targeted sectors of mining,
industrial, power, oil and gas, water and environment, transport and real
estate. The group therefore remains cautiously optimistic about future
prospects.
Engineering
Year ended
30 June 2011 30 June 2010
Revenue (R'000) 1 659 218 1 488 007
Total operating margin % 6.7 9.9
Core operating margin % 6.7 9.4
The Engineering cluster incorporates the Projects business and the newly-
constituted Engineering and Construction (E+C) business.
Conversely to the rest of Construction, Engineering experienced a recovery
in its markets. Revenue increased by 12% from R1,5 billion (50%
local) to R1,7 billion (52% local). The increase in the South African
content of the revenue resulted in a core operating profit decrease of 20%
from R139,9 million to R111,5 million. The core operating profit
margin percentage decreased to 6.7% (2010: 9.4%).
A recovery in enquiry levels from the sub-Saharan African mining and energy
markets is underway, which resulted in recent new contract awards. This
trend is expected to continue in certain mineral categories. There was also
a significant progression in the South African power, oil and gas and
mining markets over the last six months, which augurs well for a sustained
recovery ahead, albeit lumpy in nature.
The secured one-year order book remained at R1,4 billion, with 75% being
local compared to 30 June 2010 when 51% was local. The full secured order
book stands at R2,0 billion (83% local) (2010: R1,9 billion (64%
local)).
PROSPECTS
The group's core business of Construction continues to be strategically
well positioned in active market sectors, as detailed above. The
Construction one-year order book as at 30 June 2011 stands at R5,9
billion (2010: R7,1 billion). The group's total secured Construction order
book stands at R8,8 billion (2010: R9,2 billion).
The Construction Materials business has been restructured and sized to suit
current market activity. With new management in place and signs of a
tentative recovery coming through, the group's guidance of a return to
operating profit over the next 12 to 18 months appears reasonable.
Manufacturing is expected to recover over the next 12 months as volumes in
Everite have stabilised based on increases in exports, social housing
demand and demand improvements from retailers. The steel businesses are
likely to experience more pressure in the short term. Investments and
Concessions is well positioned for growth. The Power sector looks likely to
pick up with the call for tenders for renewable energy plants under the
government's REFIT programme. The PPP process through treasury seems to be
moving closer to making long awaited awards, the N1/N2 toll road award is
expected during calendar 2011 and the African appetite for concessions-
driven infrastructure is gaining momentum.
The value of the group's longer term target opportunity pipeline as at 30
June 2011 stood at R134 billion, up from R104 billion in February 2011,
with activity in all its chosen sectors. The short term prospects arising
from the pipeline amount to R23 billion.
On a group level, the South African government's public works programme has
the potential to create growth opportunities within the South African
construction sector. However, the lack of certain timing will further
plague the domestic construction sector's ability to plan and forecast and
hence employment levels continue to decline. Against this, the group will
continue to grow its expertise and capacity in sectors where it has
developed multi-disciplinary delivery capability, namely power generation,
energy, transport, water, housing, mining and large public infrastructure
works. The group's geographic diversification will continue, with active
trading in 22 countries in the period under review with developing business
in 7 new countries.
Certain African markets offer good prospects, with the outlook for private
sector fixed investment and primary infrastructure starting to improve.
Spending is however only likely to come through during the 2012 calendar
year and at a slow pace, with more certainty emerging from calendar 2013
onwards. In the Middle East, the group has moved into new territories
outside of Dubai. These markets provide technically attractive,
opportunities aligned to the group's capabilities in infrastructure and
industrial contracts. However, it will take some time to secure contracts.
The group's strategic focus, its specialist skills, its current order book
and its pipeline of opportunities support a positive medium and long term
outlook, although short term earnings are likely to remain under pressure.
Board changes
Subsequent to the year-end the following changes were made to the board of
directors as non-executive directors:
- Mr OA Mabandla was appointed to the board on 1 August 2011
- Mr DDS Robertson was appointed to the board on 1 August 2011
Acknowledgments
The group wishes to recognise the hard work and commitment of its
employees, without whom these results would not have been achieved.
On behalf of the board
P Buthelezi
Chairperson
MR Upton
Chief Executive Officer
5 August 2011
Board of directors: P Buthelezi* (Chairperson), MR Upton (CEO), CMF
Teixeira (CFO), LE Bakoro*, L Chalker*+, Dr JL Job*, OA Mabandla*,
SG Morris*, KK Mpinga*, DDS Robertson*+
*(Non-executive director) +(British) (DRC)
Transfer secretaries: Computershare Investor Services (Pty) Ltd, 70
Marshall Street, Johannesburg 2001
Please visit our website: www.groupfive.co.za
Date: 15/08/2011 08:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

Group Five Limited - Further trading update
Monday, 8th August 2011
GRF
GRF - Group Five Limited - Further trading update
GROUP FIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/000032/06)
Share code: GRF ISIN: ZAE 000027405
("Group Five" or "the Group" or "the Company")
Further trading update
Shareholders are referred to the trading update released on SENS on 5 July
2011 which stated that, for the year ended 30 June 2011, the Group expected:
- Fully diluted headline earnings per share ("FDHEPS") to be between 45%
and 55% lower (253 cents per share to 309 cents per share) compared to
the 561 cents per share in F2010;
- Headline earnings per share ("HEPS") to be between 45% and 55% lower
(277 cents per share to 338 cents per share) compared to the 614 cents
per share in F2010;
- Fully diluted earnings per share ("FDEPS") to be between 195% and 205%
lower (loss of 243 cents per share to loss of 269 cents per share)
compared to the 256 cents per share in F2010; and
- Earnings per share ("EPS") to be between 190% and 200% lower (loss of
252 cents per share to loss of 280 cents per share) compared to the EPS
of 280 cents per share in F2010.
Group Five is now in a position to provide shareholders with further guidance
in regard to the financial results for the year ended 30 June 2011 and
expects:
- FDHEPS to be between 40% and 45% lower (309 cents per share to 337 cents
per share) compared to the 561 cents per share in F2010;
- HEPS to be between 45% and 55% lower (276 cents per share to 338 cents
per share) compared to the 614 cents per share in F2010;
- FDEPS to be between 185% and 195% lower (loss of 218 cents per share to
loss of 243 cents per share) compared to the 256 cents per share in
F2010; and
- EPS to be between 180% and 185% lower (loss of 224 cents per share to
loss of 238 cents per share) compared to the EPS of 280 cents per share
in F2010.
The Group's audited results for the year ended 30 June 2011 will be released
on SENS on 15 August 2011, when the Group will be updating the market on its
business at a presentation in Johannesburg on the same day, and in Cape Town
on 16 August 2011. The presentation will be available on the 15 August 2011
on the Group's website, www.groupfive.co.za
Johannesburg
08 August 2011
Sponsor
Nedbank Capital
Date: 08/08/2011 12:15:00 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

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