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Mon 14 Feb 2011, 8:00 GRF - Group Five Limited - Unaudited interim group results for the six months
GRF
GRF                                                                             
GRF - Group Five Limited - Unaudited interim group results for the six months   
ended 31 December 2010                                                          
GROUP FIVE                                                                      
Structured ingenuity                                                            
371 Rivonia Boulevard, Rivonia  /  PO Box 3951, Rivonia 2128, South Africa      
Tel: +27 11 806 0111, 0860 55 55 56  /  Fax: +27 11 803 5829                    
Email: info@groupfive.co.za  /  www.groupfive.co.za                             
Incorporated in the Republic of South Africa  /  Reg. no. 1969/000032/06        
JSE code: GRF  ISIN: ZAE000027405                                               
Unaudited interim group results for the six months ended 31 December 2010       
Revenue                                                                         
(R`millions)                                                                    
Down 16%                                                                        
Dec 10  4 812                                                                   
Dec 09  5 709                                                                   
Operating profit before fair value adjustments and impairment adjustments       
(R`millions)                                                                    
Down 19%                                                                        
Dec 10  324                                                                     
Dec 09  399                                                                     
Cash and cash equivalents                                                       
(R`millions)                                                                    
Down 706                                                                        
Dec 10  2 400                                                                   
June 10  3 106                                                                  
Fully diluted headline earnings per share                                       
(cents)                                                                         
Down 21%                                                                        
Dec 10  198                                                                     
Dec 09  249                                                                     
Earnings per share after fair value adjustments and impairment adjustments      
(cents)                                                                         
Dec 10  354 loss                                                                
Dec 09  265 profit                                                              
Contribution of each business segment to group revenue and group operating      
profit                                                                          
4 x graphs                                                                      
Commentary                                                                      
INTRODUCTION                                                                    
The period under review remained extremely volatile and unpredictable, with a   
slow recovery evident in international markets, particularly in African         
resources and Eastern European concessions, but a domestic market that is       
regarded as  the worst  in decades. Against these difficult markets, the group  
took a decision not to chase order book at the expense of cash and quality of   
work, but rather to look for better margin work outside of South Africa,        
preserve cash, cut costs rather than to carry them and not to fund low margin   
building contracts.                                                             
Whilst the group`s Construction, Manufacturing and Concessions businesses have  
performed well in light of these tough market conditions, further adverse       
cyclical and recent fundamental changes in the Construction Materials markets,  
particularly in the aggregates and readymix markets, have occurred. This        
resulted in the group taking a revised and more conservative view in terms of   
the future of this cluster and processing a further impairment, as outlined     
below.                                                                          
FINANCIAL PERFORMANCE                                                           
Headline earnings per share (HEPS) decreased by 22.6% and fully diluted HEPS    
(FDHEPS) by 20.5%. Due to an impairment charge on property, plant and           
equipment (including intangible and goodwill assets) within the Construction    
Materials business, earnings per share (EPS) is a loss of 354 cents per share   
and fully diluted EPS (FDEPS) is a loss of 328 cents per share.                 
Group revenue decreased by 15.7% from R5,7 billion to R4,8 billion due to a     
reduction in activity levels within the buildings and civil infrastructure      
markets and the group`s decision not to chase volumes at the expense of         
margin. Revenue in Manufacturing and Construction Materials was also            
negatively impacted by adverse market conditions. These conditions, combined    
with increasing price competition, resulted in operating profit before fair     
value adjustments and impairment adjustments decreasing by 18.7% from R399      
million to R324 million. The group operating margin decreased from 7.0% to      
6.7%. Included within operating profit is a deficit on the group`s pension      
fund of R3 million. Excluding all non-core earnings adjustments, operating      
margin is 6.8%.                                                                 
Fair value net upward adjustments of R10,4 million           (2009: R10,4       
million) were recorded during the period relating   to the group`s interests    
in Eastern European service concessions.                                        
In line with expectations, net finance income of R12,0 million  was recorded    
during the period compared to net finance income    of R7,6 million in the      
prior period.                                                                   
The group recognised a tax expense of R94 million despite having a pre-tax      
loss of R204 million, mainly due to the effect of the limited taxation          
deduction on the Construction Materials impairment adjustment, secondary        
taxation on dividends paid and taxation from African jurisdictions with         
taxation rates higher than the South African corporate tax rate.                
FINANCIAL POSITION                                                              
The group balance sheet continues to be sound, with a nil net gearing ratio as  
at 31 December 2010.                                                            
The group processed a gross impairment of R550 million (H2 F2010: R326          
million) in its Construction Materials business due to management concluding    
that the foreseeable market valuation of the aggregate and certain readymix     
assets is now considerably less than the current carrying amount on the         
balance sheet. This impairment is in addition to the gross impairment of R326   
million taken at 30 June 2010.                                                  
Furthermore, during the period, an amount of R9,3 million    (2009: R10,6       
million) was charged to the income statement, mainly as a result of a           
conservative treatment on the amount due from contract claims on a terminated   
Indian toll road contract, carried as a discontinued operation.                 
CASH FLOW                                                                       
The group generated R462 million cash from operations before working capital    
changes. However, although in line with expectations, working capital           
absorption of R805 million resulted in a net cash outflow of R706 million in    
the period. As expected, the finalisation of the large local infrastructure     
contracts saw the unwinding of advance payments and the settlement of creditor  
final accounts. Pleasingly, working capital outflows are as a result of the     
settlement of trade and other payables only, whereas working capital continues  
to improve in all other areas of trade and other receivables and management of  
inventory levels.                                                               
DIVIDEND                                                                        
The group`s adopted dividend policy is approximately four times basic earnings  
per share dividend cover. In recognition of the non-cash nature of the          
Construction Materials impairment adjustment, the board has approved a          
dividend based on a cover of approximately four times earnings per share of     
R2,07 before recording of impairment adjustments and pension fund deficits. An  
interim dividend of 52 cents per share (2009: 63 cents) has been declared. The  
dividend policy therefore remains unchanged, being based on the medium term     
business outlook, availability of liquid resources and the solid contribution   
from the group.                                                                 
BUSINESS COMBINATIONS                                                           
There were no business combinations in the period under review.                 
SHAREHOLDING                                                                    
Further to the group`s previous statement regarding the unwinding of the iLima  
Consortium (iLima) shareholding, the courts have awarded in Group Five`s        
favour and instructed the return of the group`s shares by iLima, currently      
delayed due to the liquidation of iLima. As previously reported, this           
unwinding will have no material bearing on the group`s results. The group has   
excluded the iLima shareholding from its current BBBEE scorecard and confirms   
that its scorecard has not been adversely affected. The group`s BBBEE status    
is currently a very competitive Level 2.                                        
INDUSTRY MATTERS                                                                
As announced on SENS on 1 February 2011, the group has adopted a proactive      
stance in respect of the ongoing investigation by the Competition Commission    
into alleged anti-competitive behaviour within the construction industry. In    
2008, the group took the lead and initiated an invasive internal investigation  
of its own. The group has co-operated with the Commission for the last two      
years in the interests of determining if it had any exposure and to take        
advantage of the Commission`s leniency programme to assuage the risk of any     
penalties and/or fines. The group believes it has no such exposure, although    
this cannot be guaranteed. The board of Group Five once again confirms its      
support for the Commission`s process, its commitment to assist the Commission   
in its objective to rid the sector of anti-competitive behaviour and            
reiterates its zero tolerance stance with respect to transgressions against     
compliance, ethics and integrity. In accordance with the Competition            
Commission requirements, the group cannot divulge any further detail about the  
process at this time.                                                           
Operational review                                                              
INTRODUCTION                                                                    
The South African private sectors in which the group`s Construction businesses  
operate, namely mining, industry and real estate, remained weak. The timing of  
resumption in government infrastructure spending has been and will remain a     
key factor for the domestic South African construction industry. Although       
there is a planned capital investment in excess of R811 billion in public       
infrastructure spend and R40 billion identified in the PPP and concessions      
market for large public buildings and roads, as well as power developments,     
only a few significant awards have been made in the last four consecutive       
halves.                                                                         
Whilst the group has focused on, and benefited from, the South African          
domestic public sector spend for the past two years, it has now returned to a   
more balanced portfolio of local domestic markets, with resumption in           
expanding international order books.                                            
In this regard, there has been an increase in activity in the African power,    
energy and mining sectors in gold, copper, zinc, uranium and coal.              
In the Middle East, the group continued to actively pursue new infrastructure   
opportunities, including power and heavy industry in an expanding number of     
countries. New contracts were recently won in Abu Dhabi, Jordan and Qatar. The  
resolution of the commercial closure of the two previously reported terminated  
contracts in Dubai is proceeding in an orderly fashion.                         
GROUP                                                                           
The group`s operating margin is reported net of the following non-              
core/operational transactions: profit on sale of assets, disposal of            
subsidiaries, pension fund surpluses and deficits. The group`s operating        
margin, both including and excluding such adjustments, is reflected below.      
                             Six months     Full year     Six months            
                           ended         ended        ended                     
31 December   30 June      31 December               
                             2010           2010          2009                  
Revenue - (R`000)             4 811 683      11 337 588    5 708 793            
Reported operating margin %   6.7            7.7           7.0                  
Core operating margin %*      6.8            7.3           7.0                  
* = core operating margin % is defined as reported operating                    
margin % adjusted for the non-core transactions listed above.                   
= reported operating margin % is defined as operating profit                    
before fair value adjustments and impairment adjustments as a %                 
of revenue.                                                                     
INVESTMENTS AND CONCESSIONS                                                     
(including Infrastructure    Six months     Full year     Six months            
Concessions and Property     ended         ended        ended                   
Developments)                31 December   30 June      31 December             
                            2010           2010          2009                   
Revenue - (R`000)            282 361        591 871       334 349               
Reported operating margin %  13.8           12.7          12.1                  
Core operating margin %*     14.1           12.8          12.1                  
Investments and Concessions consists of Infrastructure Concessions and          
Property Developments. This cluster contributed 5.9% (2009: 5.9%) to group      
revenue.                                                                        
INFRASTRUCTURE CONCESSIONS                                                      
This segment demonstrated a consistent performance, despite the continued       
effects of the deep recession and exceptionally poor weather across the         
European region. Although revenue decreased by 13.4% to R269 million (2009:     
R310 million), core operating margin improved to 16.4% (2009: 14.8%), with      
core operating profit largely unchanged at R44 million (2009: R46 million).     
Going forward, Eastern European and African concession opportunities are set    
to remain attractive, with further new projects under development in toll       
roads and power. The timing of awards in the South African buildings PPP        
market, however, remains uncertain.                                             
PROPERTY DEVELOPMENTS                                                           
Although Property Developments did not generate positive returns during this    
financial year, its performance was in line with expectations, as the group     
continues its programme of disinvestment from the residential sector in favour  
of securing development and portfolio management positions in A-grade           
commercial and retail properties in South Africa.                               
Therefore, as expected, Property Developments` revenue decreased by 43.1% to    
R14 million (2009: R24 million) and core operating profit reflected a small     
loss of R4,2 million (2009: R5,5 million loss).                                 
MANUFACTURING                                                                   
                            Six months     Full year     Six months             
                           ended         ended        ended                     
                           31 December   30 June      31 December               
2010           2010          2009                   
Revenue - (R`000)            405 138        866 221       454 022               
Reported operating margin %  7.8            10.0          9.6                   
Core operating margin %*     7.9            9.5           9.6                   
Manufacturing consists of building products business, Everite, as well as       
steel fabrication businesses. Manufacturing contributed 8.4% (2009: 8.0%) to    
group revenue.                                                                  
Manufacturing limited the earnings decline in tough market conditions, with a   
solid performance from especially Everite and Group Five Pipe, which offset     
weaker construction steel markets.                                              
Revenue decreased by 10.8% from R454 million to R405 million. Core operating    
profit decreased by 26.8% from R44 million to         R32 million, resulting    
in a core operating margin of 7.9% (2009: 9.6%).                                
The results were achieved through continuous improvement in production          
techniques, an efficient supply chain, quick stock turns, product range         
extension and geographic expansion in Everite.                                  
In the period under review, further progress was made in developing the         
group`s Advanced Building Technologies (ABT) product offering into the housing  
and building market.                                                            
CONSTRUCTION MATERIALS                                                          
Six months     Full year     Six months             
                           ended         ended        ended                     
                           31 December   30 June      31 December               
                            2010           2010          2009                   
Revenue - (R`000)            240 705        491 860       269 038               
Reported operating margin %  (13.9)         4.1           7.1                   
Core operating margin %*     (13.9)         3.6           7.1                   
Construction Materials comprises aggregates, readymix concrete and mining       
services. Construction Materials contributed 5.0% (2009: 4.7%) to group         
revenue.                                                                        
In spite of aggressive cost reduction and process improvement measures taken,   
this cluster had to deal with the worst downturn for decades in the aggregates  
and readymix market. The asphalt, mobile crushing, sand and mining services     
operations have not been as materially affected. Unseasonally heavy rains also  
affected operations in the last quarter. Revenue for the six months therefore   
decreased by 10.5% from R269 million to R241 million, with a core operating     
loss of R33 million (2009: profit of      R19 million).                         
As outlined above, the group has processed a further impairment due to the      
following factors:                                                              
Cyclical factors                                                                
Independent research confirms this down cycle as the most severe in decades.    
The dearth of workflow into the Gauteng construction sector has resulted in     
industry volumes and prices within the aggregates and readymix markets          
recently dropping substantially below the group`s most conservative forecast    
levels. The aggregates and readymix markets have seen declines of 30-70% in     
volume and 10-40% in price from the peak of the market.                         
Fundamental structural factors                                                  
Current indications are that more than 150 million tons of waste dump rock      
could progressively enter the aggregates market as the Department of Mineral    
Resources is pushing for mines to rehabilitate old dumps. This alters the       
outlook for Construction Materials fundamentally. Cement producers, active in   
the readymix market, also continue to aggressively cut prices to protect        
cement powder volumes.                                                          
Recovery plans have been intensified to mitigate the significant adverse shift  
in the market. These include severely reducing output in line with demand,      
changing product mix, closing, selling, consolidating and relocating multiple   
sites and possible divestment of business units.                                
CONSTRUCTION                                                                    
                            Six months    Full year      Six months             
                           ended        ended         ended                     
31 December  30 June       31 December               
                            2010          2010           2009                   
Revenue - (R`000)            3 883 479     9 387 636      4 651 383             
Reported operating margin %  7.4           7.4            6.4                   
Core operating margin %*     7.4           6.9            6.4                   
Construction comprises the business segments of Building and Housing, Civil     
Engineering and Engineering Projects. Engineering Projects incorporates the     
businesses of Projects and Engineering & Construction (E+C).                    
Construction continued to be the largest cluster in the group, contributing     
81% to group revenue (2009: 82%).                                               
As a result of good contract execution, the core operating margins remained     
strong and in line with expectations. The overall Construction core operating   
margin period on period improved from 6.4% to 7.4%. Although slightly down      
from the H2 F2010 Construction margin of 7.5%, this margin is pleasing in       
light of the group`s stated objective of maintaining a margin in excess of 5%   
in Construction.                                                                
Construction revenue decreased by 16.5% from R4,7 billion to   R3,9 billion     
and core operating profit decreased by 2.6% to    R288 million (2009: R296      
million).                                                                       
Over-border work contributed 25% (2009: 17%) to Construction revenue.           
Building and Housing                                                            
                            Six months     Full year     Six months             
                           ended         ended        ended                     
                           31 December   30 June      31 December               
2010           2010          2009                   
Revenue - (R`000)            1 215 101      3 186 142     1 551 383             
Reported operating margin %  7.5            7.4           6.0                   
Core operating margin %*     7.5            6.9           6.0                   
In spite of the private building sector remaining extremely weak, Building and  
Housing managed to mitigate this impact through the contribution from some      
public sector contracts, as well as a focus on over-border opportunities,       
improved execution and supply chain savings.                                    
Although revenue decreased by 21.7% from R1,6 billion (98% local) to R1,2       
billion (79% local), core operating profit decreased by only 1.7% to R91        
million (2009: R93 million), resulting in a strong improvement in the core      
operating margin to 7.5% (2009: 6.0%).                                          
The strong results were achieved due to the completion of large contracts, as   
well as timeously and successfully focusing on the securing of new over-border  
and domestic contracts in public buildings and the educational and healthcare   
sectors.                                                                        
During the period, the private sector property market remained weak, which was  
coupled with the slowdown in government`s promised infrastructure spend and     
delays in awards of certain PPP projects.                                       
The secured one-year order book stands at R2,5 billion (64% local) (FY 2010:    
R2,6 billion and 78% local) and secured work at      R3,8 billion (58% local)   
(FY 2010: R3,5 billion (77% local)).                                            
Civil Engineering                                                               
                            Six months     Full year     Six months             
ended         ended        ended                     
                           31 December   30 June      31 December               
                            2010           2010          2009                   
Revenue - (R`000)            1 863 462      4 713 487     2 412 214             
Reported operating margin %  6.9            6.6           5.9                   
Core operating margin %*     7.0            6.2           5.9                   
Civil Engineering includes the group`s activities in South Africa, the rest of  
Africa and the Middle East.                                                     
Civil Engineering revenue decreased by 22.7% from R2,4 billion (82% local) to   
R1,9 billion (86% local). Core operating profit did well to reduce by only      
9.3% from R143 million to R130 million, accompanied by a pleasing increase in   
overall core operating margin to 7.0% from 5.9% in the corresponding period     
and 6.4% in H2 F2010. This was due to successful execution and effective        
commercial management of large contracts in both the public and private         
sector.                                                                         
Although tendering activity is high and increasing, awards are currently        
infrequent.                                                                     
In the Middle East, the group continues to be conservative in its treatment of  
the cancelled contracts that continue to progress slowly to resolution.         
Geographical expansion in the region is progressing, whilst taking due          
cognisance of the risk imposed by the recent political unrest in the region.    
Civil`s secured one-year order book stands at R2,2 billion (73% local),         
compared to R3,0 billion (85% local) as at 30 June 2010. The full order book    
is at R3,7 billion (51% local) (FY 2010    R3,8 billion (80% local)).           
Engineering Projects                                                            
                            Six months     Full year     Six months             
                           ended         ended        ended                     
                           31 December   30 June      31 December               
2010           2010          2009                   
Revenue - (R`000)            804 916        1 488 007     687 787               
Reported operating margin %  8.3            9.9           8.8                   
Core operating margin %*     8.4            9.4           8.8                   
The Engineering Projects cluster incorporates the Projects business and the     
newly constituted Engineering & Construction (E+C) business.                    
A recovery in the African mining markets is underway. There was also some       
progression in the southern African power and energy markets over the past six  
months. During the period, revenue increased from R688 million (57% local) to   
R805 million (44% local), with core operating profit increasing by 11.6% from   
R60 million to R67 million. Core operating margin remained strong at 8.4%       
(2009: 8.8%).                                                                   
The secured one-year order book stands at R1,4 billion         (75% local),     
which is stable as compared to 30 June 2010 when  R1,4 billion secured work     
(51% local) was reported. The full secured order book stands at R1,8 billion    
(81% local) (FY 2010: R1,9 billion (64% local)).                                
Prospects                                                                       
Construction Materials is receiving intense attention in response to a          
severely worsened outlook, while Manufacturing is performing well against very  
tough markets, with Investments and Concessions positioned for growth.          
The group`s core business of Construction is well positioned and active in key  
sectors with good growth potential, with a proven reputation for the            
successful delivery of large complex contracts. The Construction one-year       
order book stands at R6,1 billion     (30 June 2010: R7,1 billion). The         
group`s total secured Construction order book stands at R9,3 billion (30 June   
2010:  R9,2 billion). The value of the group`s target pipeline stands at R104   
billion, down from R119 billion in August 2010, with activity in all its        
markets.                                                                        
On a group level, the South African government`s public works programme has     
the potential to create growth opportunities within the South African           
construction sector. However, the lack of certain timing continues to plague    
the domestic construction sector`s ability to plan and forecast. Against this,  
the group will continue to grow its expertise and capacity in areas where it    
has developed a multi-disciplinary delivery capability, namely power            
generation, energy, transport, water, housing, mining and large public          
infrastructure works. The group`s geographic diversification will continue,     
with active trading in 18 countries in the period under review, with            
developing business in seven new countries.                                     
Certain African markets offer future prospects, with the outlook for private    
sector fixed investment and primary infrastructure starting to improve.         
Spending is however only likely to come through slowly during the 2011          
calendar year, with more certainty emerging from calendar 2012.                 
In the Middle East, the group has moved into new territories outside of Dubai.  
These markets provide technically attractive, higher-margin opportunities       
aligned to the group`s capabilities in infrastructure and industrial            
contracts.                                                                      
The group`s strategic focus, its specialist skills, its current order book and  
its pipeline of opportunities support a positive medium and long term outlook,  
although short term earnings are likely to be under pressure.                   
Estimates and contingencies                                                     
The group makes estimates and assumptions concerning the future, particularly   
with regard to construction contract profit taking, provisions, arbitrations    
and claims and various fair value accounting policies. The resulting            
accounting estimates and judgments can, by definition, therefore only           
approximate the actual results. Estimates and judgments are continually         
evaluated and are based on historical experience and other factors, including   
expectations of future events that are believed to be reasonable under the      
circumstances.                                                                  
Total financial institution guarantees given to third parties on behalf of      
subsidiary companies amounted to R4 312 million as at  31 December 2010,        
compared to R5 062 million as at 30 June 2010.                                  
Distribution to shareholders by way of a capital reduction from stated capital  
("the distribution")                                                            
The directors have declared the distribution of 52 cents per ordinary share     
(2009: 63 cents dividend) payable to shareholders.                              
DATES OF THE DISTRIBUTION                                                       
In order to comply with the requirements of Strate, the relevant details are:   
Event                                              Date                         
Last day to trade (cum-distribution)               Friday, 8 April 2011         
Shares to commence trading             (ex-        Monday, 11 April 2011        
distribution)                                                                   
Record date (date shareholders recorded  in        Friday,15 April 2011         
books)                                                                          
Payment date                                       Monday, 18 April 2011        
No share certificates may be dematerialised or     Monday, 11 April 2011,       
rematerialised between                             and Friday, 15 April         
2011, both dates               
                                                 inclusive.                     
TERMS OF PAYMENT                                                                
The distribution of 52 cents per ordinary share will be paid to shareholders    
from Group Five`s stated capital.                                               
FINANCIAL EFFECTS OF THE DISTRIBUTION                                           
The unaudited pro forma financial effects of the distribution on earnings per   
share ("EPS"), headline earnings per share ("HEPS"), the net asset value        
("NAV") and net tangible asset value ("NTAV") per share are set out below.      
This unaudited pro forma financial information has been prepared for            
illustrative purposes only. It may therefore not give a fair reflection of      
Group Five`s financial position and results of operations, nor the effect and   
impact of the distribution going forward. The information is the                
responsibility of the directors of Group Five.                                  
                            Before the     After the     %                      
                           distri-       distri-      change                    
bution(1)     bution(2)                              
Earnings per share (EPS)     (354)          (355)         (0,3)                 
(cents) (loss)                                                                  
Headline earnings per share  214            212           (0,6)                 
(HEPS) (cents)                                                                  
NAV (cents)                  212            206           (2,5)                 
NTAV (cents)                 210            205           (2,7)                 
Number of shares for EPS and 95 910         95 910        -                     
HEPS purposes (`000)                                                            
Number of shares for NAV and 95 910         95 910        -                     
NTAV (`000)                                                                     
Notes:                                                                          
1. Based on Group Five`s unaudited interim group results for the                
  six months ended 31 December 2010.                                            
2. Based on the assumption that the distribution took place on                  
  1 July 2010 for income statement purposes and on 31 December                  
2010 for balance sheet purposes.                                              
3. EPS and HEPS have been adjusted to take into account the                     
  interest foregone on cash balances used in making the                         
  distribution of R49,9 million.                                                
4. After taking into account the reduction in stated capital                    
  following the distribution of R49,9 million.                                  
OPINION OF THE DIRECTORS                                                        
The directors of Group Five have considered the effect of the distribution and  
are satisfied that, for a period of 12 months from 10 February 2011, being the  
date of the declaration of the distribution:                                    
  the company and its subsidiaries will be able, in the ordinary                
  course of business, to pay its debts;                                         
the assets of the company and its subsidiaries will be in                     
  excess of the liabilities, having been recognised and measured                
  in accordance with the accounting policies used in the audited                
  results for the year ended 30 June 2010;                                      
the share capital and reserves of the company and its                         
  subsidiaries will be adequate; and                                            
  the working capital and working capital resources of the                      
  company and its subsidiaries will be adequate for a period of                 
12 months from 10 February 2011, being the date of the                        
  declaration of the distribution.                                              
Basis of preparation                                                            
These consolidated condensed interim financial statements for the six months    
ended 31 December 2010 have been prepared in accordance with IAS 34, "Interim   
Financial Reporting" and in the manner required by the Companies Act of South   
Africa. The consolidated condensed interim financial information should be      
read in conjunction with the annual financial statements for the year ended 30  
June 2010, which have been prepared in accordance with International Financial  
Reporting Standards (IFRS). The accounting policies applied are consistent      
with those of the annual financial statements for the year ended 30 June 2010,  
as described in those financial statements.                                     
The above information has not been reviewed or reported on by Group Five`s      
auditors.                                                                       
Forward looking statements                                                      
Certain statement in this release that are neither reported financial results   
nor other historical information are forward looking statements including but   
not limited to predictions of or indications of future earnings. Undue          
reliance should not be placed on such statements because, by their very         
nature, they are subject to known and unknown risks and uncertainties and can   
be affected by other factors that could cause actual results and company plans  
and objectives to differ materially from those expressed or implied in the      
forward-looking statements.                                                     
BOARD CHANGES                                                                   
During the period under review, there were no changes to the board of           
directors.                                                                      
ACKNOWLEDGMENTS                                                                 
The group wishes to recognise the hard work and commitment of its employees.    
On behalf of the board                                                          
MP Buthelezi                      MR Upton                                      
Chairperson                       Chief Executive Officer                       
10 February 2011                                                                
Board of Directors: MP Buthelezi* (Chairperson), MR Upton (CEO), CMF Teixeira   
(CFO), L Chalker*+, KK Mpinga*, SG Morris*, JL Job*, LE Bakoro (*)              
*(Non-executive director) +(British) (DRC)                                      
Transfer Secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall    
Street, Johannesburg 2001                                                       
Consolidated condensed income statement                                         
                            Unaudited                Audited                    
                            Six months ended         Year ended                 
31 December              30 June                    
(R`000)                      2010        2009         2010                      
Revenue                      4 811 683   5 708 793    11 337 588                
Operating profit before      324 575     399 146      876 895                   
fair value adjustments and                                                      
impairment adjustments                                                          
Fair value adjustments       10 417      10 391       13 532                    
relating to investment in                                                       
service concessions                                                             
Impairment of property,      (550 540)   -            (325 569)                 
plant and equipment and                                                         
goodwill                                                                        
Operating (loss)/profit      (215 548)   409 537      564 858                   
Share of (loss)/profit       (521)       1 017        1 347                     
from associates                                                                 
Finance income               58 374      63 966       143 303                   
Finance costs                (46 378)    (56 387)     (115 432)                 
(Loss)/profit before         (204 073)   418 133      594 076                   
taxation                                                                        
Taxation                     (94 354)    (133 233)    (258 297)                 
(Loss)/profit after          (298 427)   284 900      335 779                   
taxation from continuing                                                        
operations                                                                      
Loss for the period from     (9 284)     (10 571)     (22 102)                  
discontinued operations                                                         
(Loss)/profit for the        (307 711)   274 329      313 677                   
period                                                                          
Allocated as follows:                                                           
Equity shareholders of       (339 362)   252 547      267 377                   
Group Five Limited                                                              
Non controlling interest     31 651      21 782       46 300                    
                            (307 711)   274 329      313 677                    
(Loss)/earnings per          (3,54)      2,65         2,80                      
share - R                                                                       
Fully diluted                (3,28)      2,39         2,56                      
(loss)/earnings per                                                             
share - R                                                                       
Determination of headline earnings                                              
                            Unaudited                Audited                    
                            Six months ended         Year ended                 
31 December              30 June                    
(R`000)                      2010        2009         2010                      
Attributable (loss)/profit   (339 362)   252 547      267 377                   
Adjusted for (net of tax)    544 249     10 571       318 534                   
- Profit on sale of          (202)       -            (267)                     
property, plant and                                                             
equipment and investment                                                        
property                                                                        
- (Profit)/loss on           (819)       -            3 567                     
disposal of subsidiary                                                          
- Impairment of property,    535 986     -            293 132                   
plant and equipment                                                             
- Losses on disposal of      9 284       10 571       22 102                    
discontinued operations                                                         
                                                                                
Headline earnings            204 887     263 118      585 911                   
Consolidated statement of comprehensive income                                  
                            Unaudited                Audited                    
                            Six months ended         Year ended                 
                            31 December              30 June                    
(R`000)                      2010        2009         2010                      
(Loss)/profit for the        (307 711)   274 329      313 677                   
period                                                                          
Other comprehensive income                                                      
for the period net of tax                                                       
Exchange differences on      (64 994)    (33 177)     (68 889)                  
translating foreign                                                             
operations                                                                      
Total comprehensive          (372 705)   241 152      244 788                   
(loss)/income for the                                                           
period                                                                          
Total comprehensive                                                             
(loss)/income for the                                                           
period attributable to                                                          
Equity shareholders of       (404 356)   219 370      198 488                   
Group Five Limited                                                              
Non controlling interest     31 651      21 782       46 300                    
Total comprehensive          (372 705)   241 152      244 788                   
(loss)/income for the                                                           
period                                                                          
Consolidated condensed statement of financial position                          
                            Unaudited                Audited                    
                            Six months ended         Year ended                 
                            31 December              30 June                    
(R`000)                      2010        2009         2010                      
ASSETS                                                                          
Non-current assets                                                              
Property, plant and          1 529 649   2 460 893    2 106 573                 
equipment and investment                                                        
property                                                                        
Goodwill                     -           24 859       24 859                    
Investments - service        243 693     224 417      224 311                   
concessions                                                                     
Investments - property       128 691     120 000      128 691                   
developments                                                                    
Other non-current assets     178 206     82 477       173 918                   
2 080 239   2 912 646    2 658 352                  
Current assets                                                                  
Other current assets         3 539 915   3 930 980    4 096 899                 
Bank balances and cash       2 417 047   3 262 105    3 129 990                 
5 956 962   7 193 085    7 226 889                  
Non-current assets           59 233      73 153       65 153                    
classified as held for                                                          
sale                                                                            
Total assets                 8 096 434   10 178 884   9 950 394                 
EQUITY AND LIABILITIES                                                          
Capital and reserves                                                            
Equity attributable to       2 030 748   2 541 387    2 486 357                 
equity holders of the                                                           
parent                                                                          
Non controlling interest     93 638      51 537       75 055                    
                            2 124 386   2 592 924    2 561 412                  
Non-current liabilities                                                         
Interest bearing             832 349     877 287      843 244                   
borrowings                                                                      
Other non-current            62 558      61 746       64 945                    
liabilities                                                                     
                            894 907     939 033      908 189                    
Current liabilities                                                             
Other current liabilities    5 059 644   6 627 533    6 456 620                 
Bank overdrafts              17 497      19 394       24 173                    
                            5 077 141   6 646 927    6 480 793                  
Total liabilities            5 972 048   7 585 960    7 388 982                 
Total equity and             8 096 434   10 178 884   9 950 394                 
liabilities                                                                     
Consolidated condensed statement of cash flow                                   
                            Unaudited                Audited                    
                            Six months ended         Year ended                 
31 December              30 June                    
(R`000)                      2010        2009         2010                      
Cash flow from operating                                                        
activities                                                                      
Profit before working        462 188     571 819      1 132 993                 
capital changes                                                                 
Working capital changes      (805 481)   170 428      58 001                    
Cash (utilised)/generated    (343 293)   742 301      1 190 994                 
from operations                                                                 
Finance income - (net)       11 996      7 580        27 871                    
Taxation and dividends       (192 451)   (119 087)    (284 241)                 
paid                                                                            
Net cash (utilised)/         (523 748)   630 794      934 624                   
generated by operating                                                          
activities                                                                      
Property, plant and          (58 754)    (72 910)     (124 739)                 
equipment and investment                                                        
property (net)                                                                  
Investments (net)            (20 594)    (38 724)     (46 901)                  
Net cash utilised in         (79 348)    (111 634)    (171 640)                 
investing activities                                                            
Net cash utilised in         (49 431)    (40 109)     (398 601)                 
financing activities                                                            
Effects of exchange rates    (53 739)    (14 764)     (36 990)                  
on cash and cash                                                                
equivalents                                                                     
Net cash generated by        -           -            -                         
discontinued operations                                                         
Net (decrease)/increase in   (706 266)   464 287      327 393                   
cash and cash equivalents                                                       
Consolidated segmental analysis                                                 
                                 Unaudited            Audited                   
Six months ended     Year                      
                                                      ended                     
                         %       31 December          30 June                   
(R`000)                   chang   2010      2009       2010                     
e                                                      
REVENUE                                                                         
Investments               (16)    282 361   334 349    591 871                  
and                                                                             
Concessions                                                                     
Infrastructure            (13)    268 567   310 119    557 227                  
Concessions                                                                     
Property                  (43)    13 794    24 230     34 644                   
Developments                                                                    
Manufacturing             (11)    405 138   454 022    866 221                  
Construction              (11)    240 705   269 038    491 860                  
Materials                                                                       
Construction              (17)    3 883     4 651      9 387 636                
                                 479       384                                  
Building and              (22)    1 215     1 551      3 186 142                
Housing                           101       383                                 
Civil                     (23)    1 863     2 412      4 713 487                
Engineering                       462       214                                 
Engineering               17      804 916   687 787    1 488 007                
Projects                                                                        

Total revenue             (16)    4 811     5 708      11 337                   
                                 683       793        588                       
(R`000)          H1       %                                                     
2011                                                            
                Core     chang                                                  
                margi    e                                                      
                n %                                                             
OPERATING                                                                       
PROFIT                                                                          
Investments      14.1     (2)     39 832    40 523     75 928                   
and                                                                             
Concessions                                                                     
Infrastructure   16.4     (4)     44 038    46 048     83 974                   
Concessions                                                                     
Property         (30.5    (24)    (4 206)   (5 525)    (8 046)                  
Developments     )                                                              
Manufacturing    7.9      (27)    31 860    43 520     82 300                   
Construction     (13.9    (275)   (33 422)  19 061     17 624                   
Materials        )                                                              
Construction     7.4      (3)     288 212   296 042    649 967                  
Building and     7.5      (2)     91 278    92 900     220 022                  
Housing                                                                         
Civil            7.0      (9)     129 590   142 823    290 001                  
Engineering                                                                     
Engineering      8.4      12      67 344    60 319     139 944                  
Projects                                                                        
                                                                                

Total core       6.8      (18)    326 482   399 146    825 819                  
operating                                                                       
profit                                                                          
Adjustments for non-operational                                                 
transactions                                                                    
Pension fund (deficit)/surplus    (3 000)   -          55 161                   
Profit/(loss) on sale of          1 093     -          (4 085)                  
subsidiary                                                                      
Reported operating profit         324 575   399 146    876 895                  
before fair value and                                                           
impairment adjustments                                                          
Consolidated condensed statement of changes in equity                           
                            Unaudited                Audited                    
                            Six months ended         Year ended                 
                            31 December              30 June                    
(R`000)                      2010        2009         2010                      
Balance at 1 July            2 561 412   2 407 843    2 407 843                 
Net (loss)/profit for the    (307 711)   274 329      313 677                   
period                                                                          
Other comprehensive income   (64 994)    (33 177)     (68 889)                  
for the period                                                                  
Share options expense        19 721      17 091       43 002                    
Distribution to non          (13 068)    (4 611)      (5 611)                   
controlling interest                                                            
Dividends paid               (70 974)    (68 551)     (128 610)                 
Balance at end of period     2 124 386   2 592 924    2 561 412                 
Statistics                                                                      
Unaudited                  Audited                     
                         Six months ended           Year ended                  
                         31 December                30 June                     
                         2010          2009         2010                        
Number of ordinary        95 910 170    94 765 894   95 335 170                 
shares                                                                          
Shares in issue           120 911 817   120 244 494  120 911 817                
Less: Shares held by      (25 001       (25 478      (25 576                    
share trusts              647)          600)         647)                       
Weighted average number   95 910        95 236       95 378                     
of shares (`000s)                                                               
Fully diluted weighted    103 467       105 494      104 376                    
average number of shares                                                        
(`000s)                                                                         
(Loss)/earnings per       (3,54)        2,65         2,80                       
share - R                                                                       
Headline earnings per     2,14          2,76         6,14                       
share - R                                                                       
Fully diluted (loss)/     (3,28)        2,39         2,56                       
earnings per share - R                                                          
Fully diluted headline    1,98          2,49         5,61                       
earnings per share - R                                                          
Dividend cover (based on  (6,8)         4,2          2,0                        
(loss)/earnings per                                                             
share)                                                                          
Dividend cover (based on  4,0           4,2          4,0                        
core earnings per share)                                                        
Dividend per share        52            63,0         137,0                      
(cents)                                                                         
Interim                   52            63,0         63,0                       
Final                     -             -            74,0                       
Net asset value per       21,2          26,8         26,08                      
share - R                                                                       
Net debt to equity ratio  -             -            -                          
Current ratio             1.2           0.6          1.1                        
Capital expenditure and depreciation                                            
Unaudited                Audited                    
                            Six months ended         Year ended                 
                            31 December              30 June                    
(R`000)                      2010        2009         2010                      
Capital expenditure for     72 575      111 427      210 026                    
the period                                                                      
Capital expenditure         109 852     94 238       209 577                    
committed or authorised at                                                      
the period end                                                                  
Depreciation for            117 530     131 133      245 235                    
the period                                                                      
Please visit our website:                                                       
www.groupfive.co.za                                                             
Date: 14/02/2011 08:00:01 Produced by the JSE SENS Department.                  
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