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GROUP FIVE LIMITED - Update on Firm Intention Offer by Greenbay Properties Limited and withdrawal of cautionary announcement

Release Date: 20/10/2017 16:00
Code(s): GRF     PDF:  
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Update on Firm Intention Offer by Greenbay Properties Limited and withdrawal of 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 Company")


UPDATE ON THE FIRM INTENTION OFFER BY GREENBAY PROPERTIES LIMITED TO ACQUIRE GROUP
FIVE’S EUROPEAN ASSETS AND BUSINESSES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


1. INTRODUCTION

    Shareholders of Group Five (“Shareholders”) are referred to the announcement published on the
    Stock Exchange News Service (“SENS”) of the JSE Limited on Monday, 16 October 2017 (“SENS
    Announcement”), wherein Shareholders were advised that Greenbay Properties Limited (the
    “Offeror” or “Greenbay”), had delivered to the board of directors of Group Five (the “Board”) a
    letter (“Firm Intention Letter”), indicating that the Offeror has a firm intention to acquire Group
    Five's shares in and claims against its European assets and businesses, comprising its European
    concession stakes, Bulgarian assets and Intertoll Europe operations & maintenance contracts
    ("Target Assets") for an aggregate cash consideration of R1,600,000,000 (the "Offer").

2. UPDATE ON THE OFFER

    One of the terms of the Offer is that it remains open for acceptance by Group Five until 17h00
    today, Friday, 20 October 2017, (the “Offer Period”) failing which the Offer will lapse.

    Further to the SENS Announcement, Group Five has constituted an Independent Board
    (“Independent Board”), which is required to appoint an independent expert ("Independent
    Expert"), to provide a fair and reasonable opinion in relation to the Offer, which the Independent
    Board must take cognisance of in forming its own opinion on the Offer, as contemplated in
    Regulation 110 (read together with Regulation 90) of the Companies Regulations, 2011, and as
    confirmed with the Takeover Regulation Panel (“TRP”).
   
    In view of the above requirement, and the fact that a reasonable period of time will be required
    for the Independent Expert to opine on the Offer and for the Independent Board to consider that
    opinion in reaching its own opinion on the Offer, the Independent Board is not in a position to
    provide its recommendation in relation to the Offer within the timeframe required by Greenbay.
    The Offer will therefore lapse at 17h00 today in accordance with its terms.

3. APPROACH TO GREENBAY

   Cognisant of the fact that a reasonable period of time would be required for the Independent
   Expert to opine on the Offer, and for the Independent Board to consider that opinion in reaching
   its own opinion on the Offer, the Independent Board approached Greenbay highlighting that the
   timeline proposed by Greenbay was impractical, and offering to meet to discuss timing and its
   preliminary observation that the Offer substantially undervalues the Target Assets.

   Greenbay responded stating, inter alia, that it would not extend the abovementioned period
   merely to allow Group Five the opportunity to pursue other possibilities, and absent a response
   reflecting that Group Five is receptive to the Offer, it is not persuaded that a meeting would be
   productive.

   The Independent Board is required, in fulfilment of its fiduciary duties, to follow appropriate and
   due process in ensuring that it protects the best interests of Group Five and its Shareholders.
   Pending receipt and consideration of the Independent Expert’s opinion, the Independent Board is
   not in a position to indicate that it is receptive to, or that it rejects, the Offer, and the Independent
   Board’s preliminary observation that Greenbay’s offer price substantially undervalues the Target
   Assets stands.

   Group Five notes that other expressions of interest for the Target Assets, and other assets,
   continue to be received.

4. WITHDRAWAL OF CAUTIONARY

   Following the release of this announcement, Shareholders are advised that caution is no longer
   required when dealing in securities of the Company.

5. RESPONSIBILITY STATEMENT

   The Independent Board accepts responsibility for the information contained in this
   announcement to the extent that it relates to Group Five, accepts full responsibility for the
   accuracy of such and certifies that, to the best of its knowledge and belief, the information
   contained in this announcement is true and nothing has been omitted which is likely to affect the
   importance of the information.


Johannesburg
20 October 2017

Financial Advisor and Transaction Sponsor to Group Five
The Standard Bank of South Africa Limited

Legal Advisor to Group Five
Norton Rose Fulbright South Africa

Sponsor to Group Five
Nedbank Corporate and Investment Banking

Date: 20/10/2017 04:00:00 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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