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Strategic equity partnership with Aberdeen – GTC portion of transaction reaches financial close
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" or "the Group")
STRATEGIC EQUITY PARTNERSHIP WITH ABERDEEN – GTC PORTION OF TRANSACTION REACHES
FINANCIAL CLOSE
Shareholders had been previously advised, via a JSE SENS announcement issued on 5th December
2016, that the Company had entered into a sale and purchase agreement and shareholders
agreement with Aberdeen Infrastructure Funds ("AIF”) pursuant to which AIF would acquire a
49.99% stake in Intertoll Europe’s underlying Public-Private-Partnership ("PPP") project investment
portfolio, which houses Group Five’s key European investment and concession assets for a total
cash consideration of approximately EUR43.0 million ("the Transaction").
Intertoll Europe’s PPP project investment portfolio comprises a 15.00% holding in Gdansk Transport
Company SA ("GTC"), a 10.00% holding in Mecsek autopalya koncesszios zrt ("M6 Mecsek") and a
12.67% holding in M6 Duna autopalya koncesszios zrt ("M6 Duna"). (Intertoll Europe's interests in
GTC, M6 Mecsek and M6 Duna are together the "Seed Assets", detailed below).
Road Concessions Country Financial Close Km Intertoll Equity Concessions
period
GTC (Phase 1)* Poland 2005
151 15.00% 30 years
GTC (Phase 2)* Poland 2009
M6 Mecsek Hungary 2007 78 10.00% 28 years
M6 Duna Hungary 2006 59 12.67% 20 years
*Collectively referred to as GTC
Following implementation of the Transaction, Group Five will hold 50.01% of the Seed Assets and
AIF will hold the remaining 49.99%. Both parties' interests in the Seed Assets will be held through
Intertoll Capital Partners BV, a joint venture established to facilitate this partnership (the "JV") with
the parties’ relative interests within the JV subject to change based on future investments.
The Transaction creates a strategic alliance with AIF, who will co-invest with the Company in future
projects that provide access to capital, improving Group Five’s ability to participate in the
development, investment, operations and maintenance of global concession assets. Intertoll
Europe will retain its entire Operations and Maintenance ("O&M") capability and current contract
portfolio, whilst enhancing its prospects to secure new projects.
Update on fulfilment of the conditions precedent
The group is pleased to announce that financial close, on the GTC portion of the Transaction, has
been achieved following the fulfilment of the conditions precedent to the Transaction on these
assets. Financial close on the M6 assets is expected before 30 June 2017.
Johannesburg
12 May 2017
Financial Advisor and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Advisor
HOGAN LOVELLS
Sponsor
NEDBANK CORPORATE AND INVESTMENT BANKING
Date: 12/05/2017 07:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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