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GRF - Group Five Limited - Acquisition of Sky Sands (Proprietary) Limited 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") Acquisition by Group Five of Sky Sands (Proprietary) Limited 1 Introduction
Nedbank Capital is authorised to announce that Group Five has entered into an agreement to acquire 100% of Sky Sands. 2 Nature and business of Sky Sands Sky Sands is involved in the supply of plaster and washed sand products to building materials merchants, the building industry and the precast concrete products industry. Sky Sands has exploitable sand reserves which are estimated to be in excess of 25 years of production together with further mining opportunities on the Sky Sands properties. 3 Rationale for the transaction Sky Sands was identified as a business of strategic importance to Group Five for the following reasons: * its business compliments Group Five`s expansion and growth strategy in the infrastructure sector; * the transaction assists in mitigating the risk of future materials shortages with respect to key building and infrastructure projects undertaken by Group Five in its Gauteng market; * Sky Sands operates at higher margins than Group Five`s overall group margin; and, * it complements the recent acquisition of Quarry Cats by Group Five. 4 Conditions precedent to the transaction 4.1 The transaction is subject to various regulatory approvals, including the Competition Authorities.
4.2 The transaction agreement contains terms, conditions and warranties which are standard for an agreement of this nature. 5 Purchase consideration The purchase consideration for the transaction is R124 million which equates to a historic price-earnings multiple of 8. The purchase consideration will be settled from Group Five`s own resources. This announcement appears as a matter of record only. This announcement is made voluntarily by Group Five, it is not required in terms of the JSE Listings Requirements. No action is required by Group Five shareholders. Sandton 2 May 2007
Investment bank, corporate adviser and sponsor to Group Five - Nedbank Capital, a division of Nedbank Limited - Legal adviser to Group Five - Prinsloo, Tindle and Andropoulos Inc- Legal adviser to seller - George Roper Attorney - Legal adviser in respect of mining legislation - Werksmans Attorneys- Date: 02/05/2007 10:49:29 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
