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Voluntary announcement: Group restructure update
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")
VOLUNTARY ANNOUNCEMENT: GROUP RESTRUCTURE UPDATE
The Board of Group Five wish to provide an update to the market on progress being made on various
aspects of the business.
Voluntary Rebuild Programme
In the context of the Voluntary Rebuild Programme (“VRP”), Group Five has previously stated that it
would pursue the option of an equity transaction in honouring its obligations in terms of the VRP and
to support the transformation of the company. As such Group Five is receiving a number of enquiries
and correspondences regarding equity-based transactions at both the Group and subsidiary company
level. These will be reviewed by the Board, the Mergers and Acquisitions sub-committee and
independent advisors who will then determine the next steps based on the best interests of the
company and shareholders.
A key criteria that is used in assessing any expression of interest received by the Group is whether the
proposal has the ability to enhance shareholder value; either by complementing the Group’s stated
strategy of being a portfolio of counter-cyclical businesses or by realising value to shareholders which
could include a strategy which involves unbundling certain businesses.
Group Five is not currently in possession of a bona fide offer, of a binding or non-binding nature, for
any assets of the Group. In line with the Companies Act, 71 of 2008 and the Companies Regulations
2011, the Board will communicate to shareholders should it receive a bona fide offer.
Engineering & Construction cluster
The Group continues to make progress in the implementation of the restructure of this business
cluster in an effort to unlock shareholder value. It is on track to re-align the Cluster’s overheads. To
date, the business units comprising this Cluster have been streamlined from 11 to 4, which has
resulted in a simplified management structure and a 13% (149) reduction of salaried employees.
Management update
As previously announced, Themba Mosai was appointed as CEO on 23 May 2017 to create stability for
the Group and to strengthen management. Themba is a long- standing member of Group Five
executive committee and has excellent credentials that stakeholders support. The Board is confident
that he is the right person for the job.
Extraordinary General Meeting requested by the Group’s shareholder Allan Gray
As outlined in the SENS announcement released on 18 May 2017 there has been a request for an
Extraordinary General Meeting and the Board is addressing this request in the most appropriate
manner. Group Five will abide by its obligations in terms of the Companies Act 71 of 2008 and
Memorandum of Incorporation, and the board is taking steps to convene the requisite meeting as
soon as reasonably possible .
Johannesburg
29 May 2017
Sponsor
NEDBANK CORPORATE AND INVESTMENT BANKING
Date: 29/05/2017 10:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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