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GROUP FIVE LIMITED - Unaudited interim results of the six months ended 31 December 2016

Release Date: 22/02/2017 08:00
Code(s): GRF     PDF:  
Wrap Text
Unaudited interim results of the six months ended 31 December 2016

Group Five Limited
Incorporated in the Republic of South Africa
Reg. no. 1969/000032/06
JSE code: GRF
ISIN: ZAE 000027405

Structured ingenuity

Unaudited interim results of the six months ended 31 December 2016

REVENUE
R5,8 billion
December 2015:
R7,3 billion

TOTAL ORDER BOOK^
R15,7 billion
June 2016:
R17,3 billion

CASH AND CASH EQUIVALENTS
R2,8 billion
June 2016:
R3,3 billion

EARNINGS PER SHARE
302 cents loss
December 2015:
168 cents earnings

OPERATING (LOSS)/PROFIT
R343 million loss
December 2015:
R289 million profit

NET ASSET VALUE*
R30,78
June 2016:
R35,02

FULLY DILUTED HEADLINE
EARNINGS PER SHARE
309 cents loss
December 2015:
131 cents earnings

DIVIDENDS PER SHARE
14 cents

December 2015:
42 cents

Condensed consolidated income statement
For the six months ended 31 December 2016
                                                                        Unaudited            Audited
                                                                        six months              year
                                                                           ended               ended
                                                                       31 December           30 June

                                                                     2016          2015         2016

(R'000)
Revenue                                                         5 834 640     7 265 425   13 773 618
Operating expense                                              (6 253 090)   (7 129 997) (13 824 895)

Operating (loss)/profit before fair value adjustments            (418 450)      135 428      (51 277)
Fair value adjustment relating to investment in service
concessions and investment property                                74 979       153 837      773 557

Operating (loss)/profit                                          (343 471)      289 265      722 280
Share of equity accounted profits                                  17 607         9 686       27 359
Finance costs                                                     (29 166)      (39 870)     (76 351)
Finance income                                                     31 793        31 535       61 437

(Loss)/profit before taxation                                    (323 237)      290 616      734 725
Taxation                                                           50 342       (90 091)    (277 726)

(Loss)/profit for the period                                     (272 895)      200 525      456 999
Allocated as follows:
Equity shareholders of Group Five Limited                        (305 747)      169 650      379 245
Non-controlling interest                                           32 852        30 875       77 754
                                                                 (272 895)      200 525      456 999
(Loss)/earnings per share - R                                       (3,02)         1,68         3,75
Fully diluted (loss)/earnings per share - R                         (3,02)         1,68         3,75

Condensed consolidated statement of comprehensive income
For the six months ended 31 December 2016
                                                                        Unaudited            Audited
                                                                        six months              year
                                                                           ended               ended
                                                                       31 December           30 June

                                                                     2016          2015         2016

(R'000)
(Loss)/profit for the period                                     (272 895)      200 525      456 999

Other comprehensive (loss)/income for the period net of tax
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations           (109 029)      331 882      281 842
Items that will not be reclassified to profit or loss
Re-measurement of pension fund                                          -             -       (2 800)
Tax on re-measurement of pension fund                                   -             -          784

Other comprehensive (loss)/income for the period                 (109 029)      331 882      279 826

Total comprehensive (loss)/income for the period                 (381 924)      532 407      736 825

Other comprehensive (loss)/income attributable to:
Equity shareholders of Group Five Limited                        (414 776)      501 532      659 071
Non-controlling interest                                           32 852        30 875       77 754

Total comprehensive (loss)/income for the period                 (381 924)      532 407      736 825

Determination of headline earnings
For the six months ended 31 December 2016
                                                                        Unaudited            Audited
                                                                        six months              year
                                                                           ended               ended
                                                                       31 December           30 June

                                                                     2016          2015         2016
(R'000)
Attributable (loss)/profit                                       (305 747)      169 650      379 245
Adjusted for (net of tax)                                          (8 046)      (37 344)     (40 435)

- Profit on disposal of property, plant and equipment              (1 815)      (22 154)     (27 250)
- Profit on fair value adjustment of investment property                -       (35 445)     (38 051)
- Profit on fair value adjustment on investment property held
  by associate company                                             (6 231)            -            -
- Net loss on disposal of investment in associate and
  impairment of investment in associate                                 -        20 255       24 866

Headline (loss)/earnings                                         (313 793)      132 306      338 810

Condensed consolidated statement of financial position
As at 31 December 2016
                                                                         Unaudited            Audited
                                                                         six months              year
                                                                           ended                ended
                                                                        31 December           30 June
                                                                     2016          2015          2016
(R'000)
Assets
Non-current assets
Property, plant and equipment and investment property           1 111 512     1 031 250     1 070 252
Investments - service concessions                                  81 138       605 836     1 230 381
Other non-current assets                                          702 602       850 598       544 644

Total non-current assets                                        1 895 252     2 487 684     2 845 277

Current assets
Inventories                                                       251 544       283 306       290 266
Contract in progress                                              443 338     1 252 753     1 123 899
Trade and other receivables                                     2 759 383     3 069 887     2 897 314
Other current assets                                                    -           614             -
Bank balances and cash                                          2 794 768     3 592 829     3 255 233
Assets held for sale through restructuring                      1 126 773             -             -

Total current assets                                            7 375 806     8 199 389     7 566 712

Total assets                                                    9 271 058    10 687 073    10 411 989

Equity and liabilities
Capital and reserves
Equity attributable to equity holders of the parent             3 117 515     3 416 983     3 545 990
Non-controlling interest                                           95 330        62 492        86 740

Total equity                                                    3 212 845     3 479 475     3 632 730

Non-current liabilities
Interest-bearing borrowings                                       175 499       475 028       187 654
Other non-current liabilities                                     160 440       135 650       138 752

Total non-current liabilities                                     335 939       610 678       326 406

Current liabilities
Excess billings over work done                                  1 270 003     1 599 825     1 870 472
Current portion of interest-bearing borrowings                    574 976       479 388       563 997
Short term borrowings                                              52 723             -             -
Other current liabilities                                       3 824 572     4 517 707     4 018 384

Total current liabilities                                       5 722 274     6 596 920     6 452 853

Total liabilities                                               6 058 213     7 207 598     6 779 259

Total equity and liabilities                                    9 271 058    10 687 073    10 411 989

Condensed consolidated statement of cash flow
For the six months ended 31 December 2016
                                                                          Unaudited           Audited
                                                                          six months             year
                                                                            ended               ended
                                                                         31 December          30 June

                                                                     2016          2015*         2016
(R'000)
Cash flow from operating activities
Cash from operations before working capital changes              (317 326)      214 633       449 403
Working capital changes                                           140 061        98 210        30 204

Cash (utilised in)/generated from operations                     (177 265)      312 843       479 607
Finance income/(costs) - net                                        2 627        (8 335)      (14 914)
Taxation and dividends paid                                      (119 390)     (139 324)     (318 426)
Net cash (utilised in)/generated by operating activities         (294 028)      165 184       146 267
Property, plant and equipment and investment property - net       (62 693)      (58 999)     (155 269)
Investments - net                                                  66 947      (111 486)      (42 382)
Net cash generated by/(utilised in) investing activities            4 254      (170 485)     (197 651)
Net cash utilised in financing activities                         (28 251)     (117 163)     (438 904)
Effects of exchange rates on cash and cash equivalents           (142 440)      325 357       355 585
Net (decrease)/increase in cash and cash equivalents             (460 465)      202 893      (134 703)
Cash equivalents at beginning of period                         3 255 233     3 389 936     3 389 936
Cash equivalents at end of period                               2 794 768     3 592 829     3 255 233

* Proceeds on service concession investment and loans to equity accounted investments have been
  reclassified from cash effects of financing activities to cash effects of investing activities to provide
  improved presentation and disclosure.

Capital expenditure and depreciation
For the six months ended 31 December 2016
                                                                        Unaudited             Audited
                                                                        six months               year
                                                                          ended                 ended
                                                                        31 December           30 June

                                                                     2016          2015          2016
(R'000)
- Capital expenditure for the period                               87 095       124 272       275 031
- Capital expenditure committed or authorised for the
  next period                                                     162 602       143 493       219 535
- Depreciation for the period                                      74 241        80 771       167 881

Condensed consolidated statement of changes in equity
For the six months ended 31 December 2016
                                                                              Foreign
                                                                             currency                      Non-
                                                                   Stated translation     Retained controlling
                                                                  Capital     reserve     earnings    interest       Total
(R'000)

Balance at 30 June 2015                                         1 281 275     196 999    1 450 104      58 969   2 987 347

Net profit for the period                                               -           -      169 650      30 875     200 525
Other comprehensive income for the period                               -     331 882            -           -     331 882
Share-based payment expense                                        12 366           -            -           -      12 366
Distribution to non-controlling interests                               -           -            -     (27 352)    (27 352)
Dividends paid                                                          -           -      (25 293)          -     (25 293)

Balance at 31 December 2015                                     1 293 641     528 881    1 594 461      62 492   3 479 475

Net profit for the period                                               -           -      209 595      46 879     256 474
Other comprehensive loss for the period                                 -     (50 040)      (2 016)          -     (52 056)
Historical reclassification of dividend paid*                    (110 108)          -      110 108           -           -
Share-based payment expense                                        13 961           -            -           -      13 961
Distribution to non-controlling interests                               -           -            -     (22 631)    (22 631)
Dividends paid                                                          -           -      (42 493)          -     (42 493)

Balance at 30 June 2016                                         1 197 494     478 841    1 869 655      86 740   3 632 730

Net loss for the period                                                 -           -     (305 747)     32 852    (272 895)
Other comprehensive loss for the period                                 -    (109 029)           -           -    (109 029)
Share-based payment expense                                        16 691           -            -           -      16 691
Distribution to non-controlling interests                               -           -            -     (24 262)    (24 262)
Dividends paid                                                          -           -      (30 390)          -     (30 390)

Balance at 31 December 2016                                     1 214 185     369 812    1 533 518      95 330   3 212 845

* As part of the process of ongoing taxation governance, a review of historic dividend payments and relevant taxes was
  performed. All dividend related taxation matters were found to be in order, however, a historic dividend payment was
  shown as having paid out of retained earnings instead of correctly being shown as paid out of stated capital. The above
  is a correction of the anomaly, which is immaterial and has a nil impact on equity.

Condensed consolidated segmental analysis
For the six months ended 31 December 2016
                                                                                Unaudited           Audited
                                                                                six months             year
                                                                                  ended               ended
                                                                               31 December          30 June
                                                                 %
                                                            change          2016        2015           2016
(R'000)
Revenue
Engineering & Construction                                   (23.4)    4 787 326    6 250 981    11 767 899

  Building & Housing                                         (15.7)    2 240 664    2 656 924     4 932 560
  Civil Engineering                                          (11.8)    1 112 963    1 261 940     2 493 265
  Projects                                                   (33.7)      867 173    1 308 640     2 443 494
  Energy                                                     (44.6)      566 526    1 023 477     1 898 580

Investments & Concessions                                     (3.7)      564 468      586 386     1 146 814
Manufacturing                                                 20.9       539 340      446 094       935 280
Total                                                        (19.1)    5 891 134    7 283 461    13 849 993
Joint arrangements equity accounted and joint
arrangements wholly consolidated                                         (56 494)     (18 036)      (76 375)
Revenue per income statement                                 (19.7)    5 834 640    7 265 425    13 773 618

                                                    %            %
                                               margin       change
(R'000)
Operating profit
Engineering & Construction                      (10.8)      (965.0)     (517 777)      59 855      (236 926)

  Building & Housing                             (3.5)      (329.4)      (79 310)      34 579        74 459
  Civil Engineering                             (10.9)      (611.7)     (121 861)     (17 122)     (381 197)
  Projects                                      (15.6)      (681.2)     (135 500)      23 315        36 604
  Energy                                        (32.0)    (1 049.0)     (181 106)      19 083        33 208

Investments & Concessions                        25.8        (36.1)      145 485      227 502       917 440
Manufacturing                                     6.4         25.0        34 725       27 780        55 993

Total core operating profit                      (5.7)      (207.1)     (337 567)     315 137       736 507

Adjustments for non-operational transactions
Joint arrangements equity accounted and joint arrangements
wholly consolidated                                                       (6 463)     (5 672)       (11 788)
Pension fund surplus                                                           -           -         14 846
Re-measurement of employment obligation                                      559          55          7 581
Net loss on disposal of investment in associate and
impairment of investment in associate                                          -     (20 255)       (24 866)

Operating (loss)/profit per income statement                            (343 471)     289 265       722 280

Share of equity accounted profits                                         17 607        9 686        27 359
Net finance income/(costs)                                                 2 627       (8 335)      (14 914)

(Loss)/profit before taxation per income statement                      (323 237)     290 616       734 725

Statistics
As at 31 December 2016
                                                                                Unaudited             Audited
                                                                               six months                year
                                                                                  ended                 ended
                                                                               31 December            30 June

                                                                            2016          2015           2016

Number of ordinary shares                                            101 292 111   101 126 895    101 249 779

- Shares in issue                                                    112 258 283   112 206 869    112 216 980
- Less: shares held by share trusts                                  (10 966 172)  (11 079 974)   (10 967 201)

Weighted average number of shares ('000s)                                101 274       101 126        101 147
Fully diluted weighted average number of shares ('000s)                  101 393       101 144        101 220
 EPS - R                                                                   (3,02)         1,68           3,75
 HEPS - R                                                                  (3,10)         1,31           3,35
 Fully diluted EPS - R                                                     (3,02)         1,68           3,75
 Fully diluted HEPS - R                                                    (3,09)         1,31           3,35
Dividend cover (based on adjusted earnings per
share)                                                                       4,0           4,0            4,0
Dividends per share (cents)                                                 14,0          42,0           72,0

- Interim                                                                   14,0          42,0           42,0
- Final                                                                        -             -           30,0

Net asset value per share - R*                                             30,78         33,79          35,02
Net debt to equity ratio                                            Net ungeared  Net ungeared   Net ungeared
Current ratio                                                                1,3           1,2            1,2

EPS: Earnings per share.
HEPS: Headline earnings per share.
* Net asset value relates to that attributable to equity holders of the parent.

COMMENTARY

Introduction

The group's performance for the first six months of F2017 was materially below expectations, with a trading loss compared to a profit of the prior comparable
period. This loss was as a result of:
-  The recognition of the group's financial socio-economic contribution of R255 million in terms of the agreement reached with the government
   of South Africa to implement a programme of initiatives that will significantly accelerate transformation of the South African construction sector, as
   announced on the JSE SENS on 11 October 2016. Although payment will occur at R21,25 million per annum over a 12-year period, the total liability must
   be recorded in the current reporting period, as it is the period in which the obligation has been incurred. R152,7 million, reflecting the net present value of
   the liability, was thus charged in full against earnings in this reporting period
-  The commercial close out and final settlement of certain long-outstanding South African public sector contracts which negatively impacted operating profit
   by R244 million. This is discussed below
-  A reduction in profitability from the underlying Engineering & Construction operations of R172 million against margin guidance provided for this cluster in
   August 2016, excluding the impact of the above-mentioned transactions. This, together with the priority management focus areas and corrective action
   being implemented to address the Engineering & Construction underperformance, is further explained later in the commentary.

The group's Manufacturing cluster delivered an improved result in markets that remain flat. The Investments & Concessions cluster continued to perform well
on the back of a continued solid performance by the European operations.

Financial performance

Headline earnings per share (HEPS) decreased from a profit of 131 cents per share in H1 F2016 to a loss of 310 cents in the period under review, with fully
diluted HEPS decreasing from a profit of 131 cents per share in H1 F2016 to a loss of 309 cents per share. Earnings per share (EPS) and fully diluted EPS
(FDEPS) decreased from a profit of 168 cents per share in H1 F2016 to a loss of 302 cents per share in the current period.

The difference between earnings and headline earnings in the period was mainly as a result of a profit on the fair value adjustment of an investment property
held as an associate, as well as profit on sale of fixed assets.

Group revenue decreased by 19.7% from R7,3 billion to R5,8 billion as a result of decreased revenue from the Engineering & Construction cluster. Revenue
from all this cluster's segments traded lower than the prior comparable period. The Manufacturing cluster grew its revenue by 20.9% and the Investments &
Concessions cluster revenue decreased by 3.7% compared to H1 F2016.

The group's core operating profit decreased from R315,1 million profit to a loss of R337,6 million. As outlined earlier, this was mainly as a result of:
- recognition of the group's financial socio-economic contribution of R255 million, charged to earnings at a net present value of R152,7 million
- the commercial close out and final settlement of the long-outstanding New Multi Product Pipeline (NMPP) South African public sector contracts impacting
  operating profit negatively by R244 million
- profits from the underlying Engineering & Construction operations not trading in line with expectations, impacting operating profit by R172 million.

Included in the core operating loss are fair value gains on service concessions of R74,9 million (H1 F2016: R153,8 million for investments in service
concessions and investment property). As a result of the reduced fair value gains, the Investments & Concessions core operating profit decreased by 36.1%.
The Manufacturing core operating profit increased by 25.0% and the Engineering & Construction cluster reported a core operating loss of R517,8 million. The
group's overall core operating margin decreased from 4.3% in the comparable period to -5.7%. The group's total operating margin decreased to -5.9% (H1
F2016: 4.0% profit).

Group net finance income of R2,6 million was recorded (H1 F2016: R8,3 million net finance costs). The effective tax rate of 16%, a credit to income, was lower
than the South African statutory tax rate of 28% (H1 F2016: 31% tax charge). This was mainly due to a prudent approach adopted in terms of the raising of
deferred taxation assets. This was partially offset by taxation liabilities in jurisdictions with lower taxation rates and an increase in over-provided taxation from
the past year.

Financial position

The group's statement of financial position continues to be sound, with a nil net gearing ratio and a bank and cash balance of R2,8 billion as at 31 December
2016 (F2016: R3,3 billion and H1 F2016: R3,6 billion). At year-end the group reported R1,3 billion (F2016: R1,9 billion) in excess billings over work performed
and R377,2 million (F2016: R479,4 million) in advance payments received.

Cash flow

The group's closing cash balance for the period is pleasing in light of a reduced rate of trade and contract awards. The group absorbed R317,3 million (H1
F2016: R214,6 million generated) cash from operations before working capital enhancements of R140,1 million (H1 F2016: R98,2 million). This resulted in a net
cash outflow from operating activities of R294,0 million (H1 F2016: R165,2 million net inflow) after settlement of taxation liabilities of R89,0 million (H1 F2016:
R114,0 million) and a dividend to shareholders of R30,4 million (H1 F2016: R25,3 million).

A net cash investment of R62,7 million (H1 F2016: R59,0 million) in plant and equipment and investment property was made, with net borrowings repaid of
R4,1 million (H1 F2016: net R105,7 million).

Proceeds on service concessions investments of R97,4 million (H1 F2016: R57,9 million) were realised.

The strengthening of the South Africa Rand against foreign currencies, especially the USD Dollar, resulted in a reduction in the South African Rand equivalent
of foreign cash balances by R142,4 million (H1 F2016: R325,4 million enhancement).

This resulted in a net outflow of R460,5 million (H1 F2016: R202,9 million inflow) and closing bank and cash on hand at the end of the period of R2,8 billion (H1
F2016:R 3,6 billion and F2016: R3,3 billion).

Dividend

The group has an approximate four times basic earnings per share dividend cover policy. This policy is subject to review on a semi-annual basis, prior to
dividend declaration, as distributions are influenced by business growth expectations, acquisition activity or movements in earnings as a result of fair value
accounting adjustments. A dividend for this period of 14 cents per share (H1 F2016: 42 cents) is therefore declared, based on an adjusted earnings per share.
The dividend policy remains unchanged, based on the medium term business outlook and the availability of liquid resources.

Business combinations

There were no business combinations during the current reporting period.

In December 2016 the company entered into a sale and purchase agreement and shareholders' agreement with Aberdeen Infrastructure Funds ("AIF"), a
wholly-owned subsidiary of Aberdeen Asset Management Plc., pursuant to which AIF will 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 cash consideration of EUR43.0 million will include accrued interest from the effective date (1 April 2016)
to the closing date (expected to be on or about the end of April 2017), after deducting any accrued distributions to be paid to AIF and including any potential
contract performance payments due to the underlying investment portfolio companies at the closing date.

Intertoll Europe's PPP project investment portfolio comprises of a 15.00% holding in Gdansk Transport Company SA ("GTC"), Poland, a 10.00% holding in
Mecsek autopalya koncesszios zrt ("M6 Mecsek"), Hungary, and a 12.67% holding in M6 Duna autopalya koncesszios zrt ("M6 Duna"), Hungary. (Intertoll
Europe's interests in GTC, M6 Mecsek and M6 Duna together represent the "Seed Assets".

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"). The parties' relative
interests within the JV are subject to change based on future investments.

The transaction creates a strategic alliance with AIF, which will co-invest with the company in future projects that provide access to capital. This will improve
Group Five's ability to participate in the development, investment, operations and maintenance of global concession assets without having to invest large
amounts of capital on its own.

Intertoll Europe will retain its entire operations and maintenance ("O&M") capability and current contract portfolio, while its prospects for securing new
projects are enhanced.

Following the successful completion of the transaction and the establishment of the strategic alliance, Group Five and AIF will together own 100% of the Seed
Assets through the JV. Going forward, the JV will direct its efforts to acquiring further equity investments in similar concessions assets across select markets.
In acquiring further equity investments within the JV, it is the group's intention to continue co-investing in the JV. Where Group Five elects not to co-invest
proportionately alongside AIF, the group will accordingly dilute its shareholding within the JV. The parties have further agreed to a minimum five-year lock-in
period in terms of the transaction agreements. The JV will endeavour to secure any O&M roles corresponding to such new investment assets for Group Five,
thereby delivering on the group's strategy of growing its O&M order book and annuity income.

The implementation of the transaction is subject to the fulfilment by 30 June 2017, or waiver, as the case may be, of the following outstanding
conditions precedent:
- the approval of the European Union, the Hungarian State and the Minister of Infrastructure for Poland
- the approval of the Financial Surveillance Department of the South African Reserve Bank, to the extent required
- standard lenders' consents to the transfer of the Seed Assets.

The transaction is progressing well, with expected financial close expected by 30 April 2017.

As a result of this transaction, the Seed Assets which are reflected as investment in service concessions carried at fair value through profit and loss have been
reclassified as assets held for sale through restructuring on the group's balance sheet as at 31 December 2016.

Pursuant to this transaction, the group elected to exercise its pre-emptive right with regards to the sale of a 10% stake in a service concession M6 Mecsek by
a co-shareholder. In line with the strategic intent of the JV formed with AIF, the group has elected to on-sell to AIF, 49.99% of the acquisition stake in M6
Mecsek to be acquired by the company from the M6 Mecsek co-shareholder.

Accordingly, following implementation of this pre-emptive right exercise and on-sell to AIF, Group Five and AIF will jointly hold the additional 10% stake in M6
Mecsek (50.01% and 49.99% respectively), alongside the Seed Assets described above.

Shareholding

The implementation of a Black Professionals Staff Trust and Izakhiwo Imfundo Bursary Trust was approved by shareholders on 27 November 2012. The
transaction was concluded on 16 January 2013 following the fulfilment of all conditions precedent.

The estimated share-based payment benefit with respect to the Black Professionals Staff Trust at period-end date was R56,8 million (December 2015: R46,8
million, June 2016: R46,8 million) and is recognised as a cash-settled share-based payment transaction over the life of the scheme from the effective date of
this transaction to the assumed end date of November 2020. An amount of R11,2 million (H1 F2016: R6,8 million credit) was charged to earnings in H1 F2017.

The implementation of the Izakhiwo Imfundo Bursary Trust portion of the revised transaction resulted in a two million share increase in prior years. The
implementation of the Black Professionals Staff Trust at the effective date did not increase the weighted average number of shares in issue, as these remain
anti-dilutive at 31 December 2016. This is required to be reassessed at each reporting period.

Industry matters

Management continue to engage with the Competition Commission with the intent to finally resolve the two remaining matters on fair terms. Whilst some
progress has been made, this matter remains outstanding. Based on legal counsel assessment, any potential settlement or liability would be adequately
covered by the provision raised by the Group in F2013.

In the prior financial year, the group was notified of a single client contract claim which was lodged against one of the contracts that was under review by the
Competition Commission. This claim, of a potential R7 million, was dropped by the client during the current reporting period.

As outlined on SENS, on 11 October 2016, the group entered into an agreement with the government of the Republic of South Africa, together with six other
construction companies, to implement a programme of initiatives to significantly accelerate transformation of the South African construction sector, as well
as to address the construction companies' exposure to potential claims for damages from certain identified public entities projects arising primarily from the
fast-track settlement process launched by the South African Competition Authorities in February 2011.

The settlement agreement comprises:
- a financial contribution by the construction companies into a jointly-administered trust fund
  - The objective of the fund will be the development, enhancement and transformation of the construction industry, as well as the promotion of social
    infrastructure for all South Africans
  - The group has committed to contributing an amount of R255 million, via annual payments of R21,250 million over a 12-year period, commencing in F2017
  - The total payment to be made to the fund by Group Five may be reduced by any claims or potential claims for damages that certain identified public
    entities have made, or may be entitled to make, against the group in relation to projects listed in the agreement. The payment is limited to the total
    contribution by Group Five of R255 million
  - The agreement does not address or eliminate any outstanding claims by the Competition Commission of South Africa with regards to administrative
    penalties which may be levied on the group. The engagement with the Competition Commission referred to above therefore continues.

- certain transformation commitments over and above the current broad-based black economic empowerment sector requirements.
  - In addition to existing enterprise development programmes, Group Five will commit to mentoring up to three emerging black-owned enterprises to
    develop the necessary skills, systems, status and quantity of work to sustain a cumulative combined annual revenue equal to at least 25% of each of the
    group's annual revenue by 2024. The referenced revenue is from civil engineering and building works delivered in South Africa
  - Aligned to this obligation are fixed interim period transformation targets for each construction company, as well as penalties, calculated in accordance
    with a formula, for a failure to meet such targets
  - The settlement agreement also stipulates that the group will be released from its responsibility for the development initiatives of the emerging
    contractors above if the group disposes of not less than a 40% economic interest in its South African civil engineering and general building construction
    business to an enterprise that is more than 51% black owned, managed and controlled.

Estimates and contingencies
The group makes estimates and assumptions concerning the future, particularly with regard to construction contract profit taking, provisions, arbitrations,
claims and various fair value accounting policies.

Accounting estimates and judgements can, by definition, only approximate results, as the actual results may differ from such estimates. Estimates and
judgements are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.

While the group has no civil claims pending, stakeholder attention is drawn to the contingent risk of civil claims, other than those claims or potential claims
for damages that certain identified public entities may be entitled to make against the group in relation to projects listed in the settlement agreement
mentioned earlier and in the SENS of 11 October, possibly being lodged against the group, and all construction companies following the Competition
Commission release of its findings in June 2013

Total financial institution guarantees given to third parties on behalf of subsidiary companies amounted to R5 484 million as at 31 December 2016, compared
to R6 521 million as at 30 June 2016 and R7 448 million as at 31 December 2015.

Operational review

Group

The group provides both its total operating margin and the core operating margin from operations as per the segmental report.

The core operating margin is the total operating margin adjusted for non-core/headline transactions such as pension fund surpluses, profit/loss on sale of or
impairment/reversal of impairment of subsidiaries and associates and the re-measurement of employment obligations. The core operating margin reflects the
underlying operating performance.

The core and total operating margin for the period under review includes the accounting impact of the financial contribution committed to by the group in the
settlement agreement reached with the government of the Republic of South Africa, described above.

The total operating margin excludes joint arrangements equity accounted and wholly consolidated, while the core margin does not adjust for these joint
ventures for segmental reporting purposes.

Both margins include the fair value gains in Investments & Concessions and profit/loss on sale of property, plant and equipment and investment property, as
these are within the control of the group.
                                                                     Unaudited        Unaudited          Audited
                                                                    Six months       Six months
                                                                         ended            ended
                                                                        31 Dec           31 Dec       Year ended
Group                                                                     2016             2015     30 June 2016
Revenue - (R'000)                                                    5 834 640        7 265 425       13 773 618
Total operating margin per income statement - %                           (5.9)             4.0              5.2
Core operating margin per segmental report - %                            (5.7)             4.3              5.3
Core operating margin per segmental report - %*                           (3.1)             4.3              5.3

* Excluding impact of financial contribution, in terms of the settlement agreement reached with the government of the Republic of South Africa, regarding
  contributions to be made into a jointly administered trust fund.

Engineering & Construction
                                                                     Unaudited        Unaudited          Audited
                                                                    Six months       Six months
                                                                         ended            ended
                                                                        31 Dec           31 Dec       Year ended
                                                                          2016             2015     30 June 2016
Revenue - (R'000)                                                    4 787 326        6 250 981       11 767 899
Core operating margin per segmental report - %                           (10.8)             1.0             (2.0)
Core operating margin per segmental report - % *                          (7.6)             1.0             (2.0)

* Excluding impact of financial contribution, in terms of the settlement agreement reached with the government of the Republic of South Africa, regarding
  contributions to be made into a jointly administered trust fund.

The Engineering & Construction cluster contributed 81.2% to group revenue (H1 F2016: 85.8%). Revenue decreased by 23.4% from R6,2 billion to R4,8 billion.
The cluster made a core operating loss of R517,8 million (H1 F2016: R59,9 million profit), representing a core operating margin of -10.8% (H1 F2016: 1.0%).
Over-border work contributed 35% (H1 F2016: 29%) to cluster revenues.

Included within these reported results is the impact of the:
- financial contribution incurred as a result of the agreement reached with the government of South Africa mentioned earlier, which impacted both the
  Building & Housing and Civil Engineering segments
- commercial close out and final settlement of previously-disclosed long outstanding South African public NMPP contracts, as reported to the market in the
  SENS announcement of 14 December 2016. A decision was taken by the group to enter into a settlement agreement on these suite of contracts instead of
  embarking on, which was expected to be, a protracted and expensive commercial and legal process to recover material costs incurred in previous periods.
  This settlement agreement impacted the Civil Engineering and Project segments and, most materially, the Energy segment. The conclusion of this matter
  has allowed the group to remove non-performing assets, improve the group's balance sheet and ensure additional liquidity for the group, with uncertainty on
  outcome removed.

In addition, the cluster's operating performance for the period under review was unsatisfactory, mostly as a result of:
- continued weak trading conditions, impacting the Civil Engineering, Projects and Energy segments, with a subdued order intake for the cluster during
  the period
  - This included subdued tendering activity in the mining and oil and gas sectors which impacted Projects, low levels of award in the civils market and the
    competitive landscape in the roads sector impacting the Civil Engineering segment, as well as cyclical revenue and profit in the Power sector. Although
    bidding activity in the Power sector remains buoyant, the length of time taken to achieve contract awards resulted in no new awards materialising in the
    first six months of the financial year. This impacted the recovery of direct and indirect overheads and the profitability for this segment through the period.

- contract losses, affecting the Projects and Civil Engineering segments due to contract operational difficulties
  - While there has been an improved performance on civils contracts, the Civil Engineering segment results were impacted by losses on roads contracts due
    to weak site supervision and project management and inadequate monitoring and review by senior management
  - In addition, losses were incurred on a contract in the Project segment due to additional costs incurred which could not be recovered. This contract is now
    complete and intervention included removal of senior contract management.

While there was an improvement in order book intake during the latter part of the reporting period, most of H1 F2017 was characterised by low levels of
contract awards, with the resultant negative operational gearing weighing on the cluster results. Continued competitive market conditions translated into
tighter margins on work secured, but still within the group's prudent risk management policies.

Results from the Kpone contract are reflected equally within the Civil Engineering, Projects and Energy segments. The procurement and delivery of key
equipment items are now substantially complete. The construction of civil infrastructure and power island bases, sub-station construction, fuel and cooling
water systems and tank construction, sea cooling water intake, sub-shaft completion and tunnel boring activities have progressed well. The contract
continues to receive focused management attention in line with contract size. It is now approaching crucial completion phase with tight timelines.

The following segment performances contributed to Engineering & Construction's total core operating profit:

Building & Housing
                                                                      Unaudited        Unaudited            Audited
                                                                     Six months       Six months
                                                                          ended            ended
                                                                         31 Dec           31 Dec         Year ended
                                                                           2016             2015       30 June 2016

Revenue - (R'000)                                                     2 240 664        2 656 924          4 932 560
Core operating margin per segmental report - %                             (3.5)             1.3                1.5
Core operating margin per segmental report - %*                             1.0              1.3                1.5

* Excluding impact of financial contribution, in terms of the settlement agreement reached with the government of the Republic of South Africa, regarding
  contributions to be made into a jointly administered trust fund.

Building & Housing revenue decreased by 15.7% from R2,7 billion (100% local) to R2,2 billion (98% local). The segment reported a core operating loss of R79,3
million (H1 F2016: R34,6 million profit), mainly as a result of accounting for the Building & Housing segment's portion of the financial contribution incurred as
a result of the agreement reached with the government of South Africa mentioned earlier. This resulted in the overall core operating margin percentage
decreasing from 1.3% to -3.5%. Excluding this, the segment reports a core operating profit of R23,0 million, which represents a 33,5% decrease in core
operating profit over the comparable period and a margin of 1.0%.

The order book, which is slightly higher than last reported in August 2016, remains at a high level.

The results continue to reflect a tight trading environment operating on thin margins, despite good contract execution against tender budgets and programme.
While tender enquiries continue to be at a relatively high level, and the value of new contracts secured is encouraging, segment competition remains strong.
The housing sector continues to show a number of significant opportunities both in the private residential development and public housing sector markets,
but lead times confirming project financing prior to construction commencement remain long.

Construction has commenced on numerous new contracts and the group's Building capacity, in particular, is almost fully utilised. The segment also continues
to develop select building and housing contracts in targeted African markets where the group is competitive. These provide strong medium term prospects in
line with the group's contracting capacity and country risk appetite.

The secured one-year order book stands at R4,4 billion (94% local) (F2016: R4,3 billion and 96% local; H1 F2016: R3,6 billion and 100% local). The total
secured order book stands at R5,7 billion (95% local) (F2016: R5,6 billion and 95% local; H1 F2016: R5,0 billion and 100% local).

Civil Engineering
                                                                     Unaudited        Unaudited          Audited
                                                                    Six months       Six months
                                                                         ended            ended
                                                                        31 Dec           31 Dec       Year ended
                                                                          2016             2015     30 June 2016

Revenue - (R'000)                                                    1 112 963        1 261 940        2 493 265
Core operating margin per segmental report - %                           (10.9)            (1.4)           (15.3)
Core operating margin per segmental report - %*                           (6.4)            (1.4)           (15.3)

* Excluding impact of financial contribution, in terms of the settlement agreement reached with the government of the Republic of South Africa, regarding
  contributions to be made into a jointly administered trust fund.

Civil Engineering reported an 11.8% decrease in revenue from R1,3 billion (68% local) to R1,1 billion (59% local), while core operations generated a loss of
R121,9 million for the period (H1 F2016: R17,1 million loss). The overall core operating margin percentage weakened from -1.4% to - 10.9%.

Included within this operating loss is Civil Engineering's portion of the financial contribution liability incurred as a result of the agreement reached with the
government of South Africa. Excluding this transaction, the segment still reported a core operating loss of R71,5 million and a core operating margin of
-6.4%. The segment's results were further impacted by the commercial close out and final settlement of the previously-disclosed long outstanding NMPP
public contracts mentioned earlier. Excluding the impact of the NMPP settlement agreement and government agreements, performance would still have been
weak, with a core operating loss of R49,0 million and an operating margin of -4.4% due to poor performance on roads contracts as a result of weak site
supervision and project management and inadequate monitoring and review by senior management. An under-recovery of direct and indirect overheads,
following a lower rate of trade and reduced level of contract awards against plan, also impacted profitability. Pleasingly operational performance on civils
contracts has improved.

The segment's results in H2 F2016 were impacted by a R365,4 million provision for a potential impaired debt. Given uncertainty surrounding the recoverability
of this previously-certified debtor, the board and management deemed it appropriate, in H2 F2016, to raise a provision against the carrying value of this debtor
until resolution was achieved. Although positive traction has been made in the current reporting period in resolving a portion of the disputed amounts, the
group has adopted a cautious stance and, at interim reporting sign off in February 2017, the full provision was retained unaltered until cash flow from the
client recommences. This resulted in the group releasing a JSE SENS announcement on 9th February 2017 advising of an increased loss for the current
period, from that expected and advised in the JSE SENS announcement dated 14th December 2016.

The legacy Middle East operations' close-out continued, with good progress on the collection of cash and the finalisation of contract final accounts with
clients, joint venture partners and sub-contractors.

Order intake for the Civil Engineering segment remains the most challenging area for the Engineering & Construction cluster. Although tendering activity
levels are increasing, the volume of awarded work in the sector remains low, with strong competition experienced across all roads, earthworks and civils
contracts. Committed expenditure under the South African government's capital programme and a revival in commodity prices should bolster the prospects
for improvement in the local and African civil engineering and infrastructure markets.

Civil Engineering's secured one-year order book stands at R1,6 billion (67% local) (F2016: R2,0 billion and 59% local; H1 F2016: R2,2 billion and 54% local) The
full order book is at R2,0 billion (70% local) (F2016: R3,0 billion and 64% local; H1 F2016: R3,1 billion and 49% local).

Projects

                                                                     Unaudited        Unaudited          Audited
                                                                    Six months       Six months
                                                                         ended            ended
                                                                        31 Dec           31 Dec       Year ended
                                                                          2016             2015     30 June 2016

Revenue - (R'000)                                                      867 173        1 308 640        2 443 494
Core operating margin per segmental report - %                           (15.6)             1.8              1.5

During the period, revenue decreased from R1,3 billion (25% local) to R867,2 million (13% local).

Projects delivered a core operating loss of R135,5 million compared to a R23,3 million profit in the previous period. The core operating margin percentage was
-15.6% (H1 F2016: 1.8%). This was partially due to the impact of the commercial close out and final settlement of NMPP public contracts mentioned earlier.
Excluding the impact of the settlement agreement reached on the NMPP contracts, the segment reported a core operating loss of R106,4 million and an
operating margin of -12.3%.

The segment was impacted by losses incurred on a contract due to additional costs incurred which could not be recovered. This contract is now complete and
intervention included removal of senior contract management. In addition subdued tendering activity in the mining and oil and gas sectors resulted in a
reduced order intake for the segment and impacted the recovery of direct and indirect overheads through the period.

While the mining sector remains subdued, select prospects are being pursued, most notably in the gold mining and minerals sectors, while the business
continues to support group tenders in the Energy markets. A gradual improvement in the number of enquiries for African mining contracts has also been
noted, but is yet to translate into material new contract awards.

The secured one-year order book stands at R915,7 million (34% local) (F2016: R1,2 billion and 12% local; H1 F2016: R1,5 billion and 22% local). The full
secured order book stands at R1,2 billion (46% local) (F2016: R1,5 billion and 22% local; H1 F2016: R2,1 billion and 15% local).

Energy
                                                                     Unaudited         Unaudited         Audited
                                                                    Six months        Six months
                                                                         ended             ended
                                                                        31 Dec            31 Dec      Year ended
                                                                          2016              2015    30 June 2016

Revenue - (R'000)                                                      566 526         1 023 477       1 898 580
Core operating margin per segmental report - %                           (32.0)              1.9             1.7

Revenue decreased by 44.6% from R1,0 billion (56% local) to R566,5 million (8% local). A core operating loss of R181,1 million was reported (H1 F2016: R19,1
million profit). This resulted in a core operating margin of -32.0% (H1 F2016: 1.9%). Included within these trading results are the costs related to the
investment in future opportunities of R12,5 million.

The weak trading results were mainly as a result of the impact of the commercial close out and final settlement of previously-disclosed long outstanding
NMPP contracts.

Excluding this impact, the segment reported a core operating profit of R11,5 million, which represents a 39.6% decrease in core operating profit over the
comparable period and a margin of 2.0%. The segment was impacted by an under-recovery of direct overheads, following a reduced rate of trade and reduced
level of contracts awards against budget. Although the group has been actively bidding thermal, gas and alternative fuels contracts, it has been impacted by
the 18-month delay in the renewables programme financial close.

Bidding activity levels across Africa on a number of significant power contracts, continues to be strong. Competition levels are high, with the incubation period
from budget to tendering to order placement remaining long and often unpredictable. A number of notable contracts have been tendered within the South
African market under the renewable energy programme for private clients and for Eskom.

Although progress continues to be made on the secured Koeberg contract, Group Five Nuclear is still not trading at sufficiently high volumes to cover the
business overhead. To reduce the ongoing level of holding costs, the group has made a decision to consolidate its activities in the nuclear sector in the period
ahead.

The secured one-year order book stands at R630,1 million (27% local) (F2016: R913 million and 12% local; H1 F2016: R1,1 billion and 9% local). The full
secured order book stands at R781,7 million (41% local) (F2016: R1,2 billion and 22% local; H1 F2016: R1,6 billion and 6% local).

Investments & Concessions

                                                                     Unaudited         Unaudited         Audited
                                                                    Six months        Six months
                                                                         ended             ended
                                                                        31 Dec            31 Dec      Year ended
                                                                          2016              2015    30 June 2016

Revenue - (R'000)                                                      564 468           586 386       1 146 814
Core operating margin per segmental report - %                            25.8              38.8            80.0

Investments & Concessions consists of transport concessions and property developments.

This cluster contributed 9.6% (H1 F2016: 8.1%) to group revenue.

Revenue, which consists primarily of fees for the operation and maintenance of toll roads, decreased by 3.7% from R586,4 million to R564,4 million. The core
operating profit margin decreased from 38.8% to 25.8%, with a decrease in core operating profit of 36.1% to R145,5 million (H1 F2016: R227,5 million). The
cluster delivered a solid underlying operating result on the back of a good performance from the European operations. The decrease in operating profit was as
a result of a 51% decrease in the fair value upward adjustments recorded from the group's investment in service concessions period on period. The operating
profit includes upward fair value adjustments on investments in service concessions of R74,9 million (H1 F2016: R153,8 million).

The recently-secured 20-year Westlink DBFO1 contract in Belfast (Northern Ireland) commenced operations in H2 F2016 and continues to operate well, in line
with expectations. Intertoll Europe was also awarded a six-year operations and maintenance contract in Poland in H1 F2017 for the A1 Phase 3. This will
commence trading in H2 F2017. Additional new prospects continue to be explored in the region and positive early-stage progress is being made with the
development of concessions road prospects in North America, working together with existing European partners.

The Intertoll Africa business made a solid contribution to earnings in this reporting period, while the portfolio of new project prospects continues to grow
across sub-Saharan Africa.

G5 Properties performed in line with expectations and is making steady progress with the development of its current portfolio of industrial, mixed-use and
residential projects in South Africa, whilst continuing to develop select prospects across sub-Saharan Africa.

                                                                     Unaudited         Unaudited         Audited
                                                                    Six months        Six months
                                                                         ended             ended
                                                                        31 Dec            31 Dec      Year ended
Manufacturing                                                             2016              2015    30 June 2016

Revenue - (R'000)                                                      539 340           446 094         935 280
Core operating margin per segmental report - %                             6.4               6.2             6.0

Manufacturing consists of fibre cement building products business Everite, steel fabrication business BRI, Group Five Pipe and a sand business, Sky Sands.

The Manufacturing cluster contributed 9.2% (H1 F2016: 6.1%) to group revenue.

Revenue increased by 20.9% to R539,3 million (H1 F2016: R446,1 million) and the reported core operating profit for the period increased by 25.0% to R34,7
million, from H1 F2016 of R27,8 million. This resulted in a core operating margin of 6.4% (H1 F2016: 6.2%).

The Manufacturing cluster continued to experience the impact of a very tough market environment, with flat markets, import competition and substantial
margin pressure.

Ongoing innovation in the fibre cement business Everite was essential to decrease manufacturing costs in line with rising imported and local material costs of
production. Pleasingly, market demand has recovered against the prior comparable reporting period. The focus for the period under review included
introducing complementary traded products, attention to efficiencies and cautious entry into new markets.

The lightweight block and panel (Hebel Aerated Autoclaved Concrete or AAC) production line has been built at Everite's Kliprivier factory to complement the
dry lightweight building material product range. The block and panel line has been fully commissioned, with the business slowly building output to capacity.
The AAC product has been extremely positively received in the Gauteng building market, which bodes well for cluster earnings going forward.

Volumes and therefore profit have remained low in the large bore water pipe market.

The group's reinforcing steel business was able to deliver a steady performance and mitigate a declining demand from the group's Civil Engineering contracts
through product supplies to the Building segment, which continues to exceed supply to the Civil Engineering segment.

Cluster revenue and earnings will continue to be supported through continued innovation and expansion of the manufactured and supplied lightweight dry
building materials product range, underpinned by a robust and cost-effective approach to manufacturing, distribution and client service.

Recovery in the local building materials and infrastructure markets would materially leverage Manufacturing's future earnings. However, the timing of a
recovery remains difficult to predict and is highly dependent on both global and local macro-economic factors.

Prospects

A number of exceptional items recorded in this reporting period, together with operating losses incurred by the Projects and Civil Engineering segments, the
impact of continuing weak order book intake in the Engineering & Construction cluster as a whole and the resultant under recovery of direct and indirect
overheads, have weighed heavily on these results.

Reported operational shortcomings within the Engineering & Construction cluster have been firmly dealt with in the period. Short term action include an
intensive focus on discipline in contract management and tight cost control, improved management review levels and heightened accountability and action on
non-performance. An additional programme of restructuring has been developed in H1 F2017 and is being implemented in H2 F2017. This restructuring will
primarily impact Engineering & Construction and group support functions, further reducing overhead costs and complexity in the group.

The group retains its focused strategy in general discipline-based construction, sector-led engineer, procure and construct (EPC) construction, concessions,
property development and manufacturing that is expected to deliver good growth and returns over the longer term. The group enjoys a complementary
business portfolio that provides downside protection to earnings through tough times, diversification between Euro, US Dollar and Rand revenues, and strong
leverage for growth and profitability in periods of infrastructure and resource market expansion.

The group's attention is firmly focused on our target clients and markets to secure the work that will deliver the value-enhancing growth that management
seek, while improving our returns on capital employed across the group.

The group's total secured Engineering & Construction Contracting order book stands at R9,6 billion (June 2016: R11,2 billion and December 2015:
R11,8 billion).

In addition, the group has R6,1 billion (June 2016: R6,1 billion and December 2015: R5,8 billion) in secured operations and maintenance contracts.

The overall group reported order book at December 2016 therefore now stands at R15,7 billion (June 2016: R17,3 billion and December 2015: R17,6 billion).

The value of the group's target opportunity pipeline stands at R193 billion, with R97 billion of this pipeline currently in tender and pre-tender stage. This is
higher than the R164 billion pipeline and R76 billion tender and pre-tender pipeline reported in June 2016. The pipeline indicates ongoing strong demand in
power, transport sector, real estate and an improving mining sector.

Dividend declaration

On 20 February 2017, the directors declared a gross interim dividend of 14 cents per ordinary share (11,90 cents per ordinary share net of dividend tax) (H1
F2016: 42 cents).

-   The dividend has been declared from income reserves
-   In terms of dividend tax, the following additional information is disclosed:
-   The dividend is subject to dividend tax at 15% (2,10 cents per share)
-   The net dividend will therefore be 11,90000 cents per share for shareholders who are not exempt from dividend tax
-   The amount of shares in issue at the date of this declaration is 112 258 283 (101 292 111 exclusive of treasury shares) and the company's tax reference
    number is 9625/077/71/5.

In order to comply with the requirements of Strate, the relevant details are:

Event                                                                 Date
Last date to trade (cum dividend)                                     Tuesday, 4 April 2017
Shares to commence trading (ex-dividend)                              Wednesday, 5 April 2017
Record date (date shareholders recorded in books)                     Friday, 7 April 2017
Payment date                                                          Monday, 10 April 2017

No share certificates may be dematerialised or rematerialised between Wednesday, 5 April 2017 and Friday, 7 April 2017, both dates inclusive.

Accounting policies

Financial instruments other than investments in service concessions, currently reflected as assets held for sale through restructuring that are measured at
fair value through profit and loss, are measured at carrying value which approximates their fair value. The group's investments in service concessions is
reflected on the statement of financial position as "Non-Current Assets" of R81 million and as Current Assets as "Assets held for sale through restructuring"
of R1,1 billion. The R1,1 billion relates to the investment in services concessions being disposed of as part of the sale and purchase agreement and
shareholders' agreement with Aberdeen Infrastructure Funds (AIF) described earlier. The total value of the investments referred to as Seed Assets in terms of
the AIF transaction is reflected as "Assets held for sale through restructuring" although the group is disposing of only 49,99% of these assets due to a change
in legal structure post this sale. The group will however retain 50,01% of these Seed Assets post conclusion of the AIF transaction as described earlier. It
values its investment in service concessions at fair value at the time of investing or making an irrevocable commitment to invest. Fair values are determined
using the discounted cash flow method of valuation using anticipated future cash flow based on market-related exchange and inflation rates. The relevant
South Africa Rand to Euro exchange rate used was R14,25 (F2016: R16,67). The cash flows are discounted at appropriate rates that take into account the
relevant market and project risks. Discount rates ranging between 11% and 13% were used in the period under review (F2016: 11% - 13%).

Special resolution

Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act, No 71 of 2008 (South Africa) ("the Act") and pursuant to the
special resolution passed at the annual general meeting of the company held on 31 October 2016, authorising the company to provide direct or indirect
financial assistance to related or inter-related parties, the board of directors has resolved in terms of section 45(2) of the Act to authorise Group Five to
provide financial assistance to its subsidiary, which financial assistance exceeds one-tenth of one percent of the company's net worth. The financial assistance
is in the form of a guarantee for borrowing facilities. In relation to this authority granted, no borrowing facilities were raised in H1 F2017.

Board changes

In accordance with the SENS released on 27 May 2016, Mr SG Morris and Dr JL Job, having reached the board retirement age of 70, retired 
on 31 August 2016.

Eric Vemer, the current CEO, will be leaving the company in the next few weeks. The CEO and the Board will be working towards transitional 
arrangements which will result in the eventual identification of a suitable replacement candidate.

Executive committee and senior management changes

Willie Zeelie, currently Exco member and E&C executive director will be leaving the company on 31 March 2017. Willie will continue working 
with Group Five under a consultancy agreement for the next twelve months.

Mark Humphreys is appointed as E&C Exco member with effect from 31 March 2017 and remains the Chief Operations Officer for E&C. We welcome 
Mark onto Exco.

Basis of preparation

These consolidated condensed interim financial statements for the six months ended 31 December 2016 have been prepared in accordance with the
framework concepts, the recognition and measurement criteria of International Financial Reporting, Standards ("IFRS"), the SAICA Financial Reporting
guides, as issued by the Accounting Practices Committee and the financial pronouncements as issued by the Financial Reporting Standards Council, and the
information required by International Accounting Standard 34: Interim Financial Reporting, as issued by the International Accounting Standards Board
("IASB"), the JSE Listings Requirements and the requirements of the Companies Act of South Africa of 2008, as amended.

The consolidated condensed interim financial information should be read in conjunction with the annual financial statements for the year ended 30 June 2016,
which have been prepared in accordance with International Financial Reporting Standards (IFRS). The significant accounting policies and methods of
computation are consistent in all material respects with those applied in the previous period.

Level of assurance

The above information has not been reviewed or reported on by the Group's auditors.

The financial statements were prepared by the Chief Financial Officer CA(SA) and approved by the board of directors on 20 February 2017 and signed
on its behalf by:

On behalf of the board

MP Mthethwa                   ECJ Vemer
Chairperson                   Chief Executive Officer
20 February 2017


Board of directors: MP Mthethwa* (Chairperson), ECJ Vemer (CEO), CMF Teixeira (CFO), NJ Chinyanta*#, W Louw*, KK Mpinga*-, B Ngonyama*,
VM Rague*^, MR Thompson*

* Non-executive director # Zambian - DRC ^ Kenyan

Transfer secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg 2001

Sponsor: Nedbank Corporate and Investment Banking

Registered address: No 9 Country Estate Drive, Waterfall Business Estate, Jukskei View Johannesburg 1662, South Africa Postnet Suite 500, Private Bag X26,
Sunninghill 2157, South Africa

Tel: +27 10 060 1555

Vax: 086 206 3885

Email: info@groupfive.co.za

Please visit our website: www.groupfive.co.za

Date: 22/02/2017 08:00:00 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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