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Thu 10 Aug 2006, 8:00 Group Five - Audited group results for the year en
GRF
 GRF                                                                             
     Group Five - Audited group results for the year ended 30 June 2006         
     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")                                            
     Audited group results for the year ended 30 June 2006                      
371 Rivonia Boulevard Rivonia * PO Box 5016, Rivonia 2128 * South          
     Africa * Tel +27 11 806 0111 * Fax +27 11 806 0187 * Email                 
     info@g5.co.za                                                              
     REVENUE (R000"s)                                                           
Change    30.1%                                                            
     2006      5 864 721                                                        
     2005      4 508 285                                                        
     HEADLINE EARNINGS PER SHARE FROM CONTINUING OPERATIONS (cents)             
Change    98.4%                                                            
     2006      221.8                                                            
     2005      111.8                                                            
     HEADLINE EARNINGS PER SHARE (cents)                                        
Change    34.7%                                                            
     2006      193.2                                                            
     2005      143.4                                                            
     DIVIDEND PER SHARE (cents)                                                 
Change    14.3%                                                            
     2006      56                                                               
     2005      49                                                               
     NET CASH GENERATED (R000"s)                                                
Change    251.6%                                                           
     2006      391 035                                                          
     2005      111 216                                                          
     EARNINGS PER SHARE FROM CONTINUING OPERATIONS (CENTS)                      
Change    49%                                                              
     2006      224.0                                                            
     2005      150.3                                                            
     CONDENSED INCOME STATEMENT                                                 
for the year ended 30 June 2006                                            
                                         Audited           As     Original      
                                                     restated                   
  (R"000)                                   2006         2005         2005      
Revenue                              5 864 721    4 508 285    4 938 838      
  Operating profit                       240 799      115 686      152 424      
  Fair value adjustment relating to       26 538        6 690        6 690      
  investment properties                                                         
Fair value adjustment relating to        1 385       35 702       35 702      
  investment in service concessions                                             
  Once-off expense relating to           (6 420)            -            -      
  issue of shares in terms of BEE                                               
broad-based scheme                                                            
  Share of profit of associates                -        1 640        2 904      
  Profit before finance costs and        262 302      159 718      197 720      
  taxation                                                                      
Finance costs                         (30 329)     (25 922)     (31 399)      
  Profit before taxation                 231 973      133 796      166 321      
  Taxation                              (62 754)     (26 199)     (30 723)      
  Profit after taxation from             169 219      107 597      135 598      
continuing operations                                                         
  (Loss)/profit for the year from       (21 074)       22 220            -      
  discontinued operations                                                       
  Profit for the year                    148 145      129 817      135 598      
Allocated as follows:                                                         
  Equity shareholders of Group Five      143 555      127 919      133 700      
  Limited                                                                       
  Minority interest                        4 590        1 898        1 898      
148 145      129 817      
  Determination of headline                                                     
  earnings:                                                                     
  Attributable profit                    143 555      127 919      133 700      
Deduct after tax effect of                                                    
   - fair value increase in             (16 850)      (5 088)      (5 088)      
  investment property                                                           
   -                                                                            
profit on disposal of property,              -     (21 975)     (21 975)      
  plant and equipment                                                           
   - Losses on disposal of                15 254            -            -      
  discontinued operations                                                       
Headline earnings                      141 959      100 856      106 637      
Condensed Balance Sheet (R"000)                                                 
for the year ended 30 June 2006                                                 
                                         Audited  As restated     Original      
(R"000)                                     2006         2005         2005      
ASSETS                                                                          
Non-current assets                                                              
 Property, plant and equipment and       522 794      509 649      616 940      
investment property                                                             
 Investments - service concessions        59 701       88 894      119 079      
 Other non-current assets                210 139       77 124       60 351      
                                         792 634      675 667      796 370      
Current assets                                                                  
 Other current assets                  3 060 102    1 599 464    1 735 045      
 Bank balances and cash                  712 999      326 731      335 346      
                                       3 773 101    1 926 195    2 070 391      
Non-current assets classified as         338 667      249 442            -      
held for sale                                                                   
Total assets                           4 904 402    2 851 304    2 866 761      
EQUITY AND LIABILITIES                                                          
Capital and reserves                                                            
 Equity attributable to equity                                                  
holders                                                                         
 of the parent                           681 257      596 912      644 955      
Minority interest                         1 762        4 306        4 306      
                                         683 019      601 218      649 261      
Non-current liabilities                                                         
 Interest bearing borrowings             126 305      109 374      132 144      
Provision for post-employment            35 364       39 260       40 442      
obligations                                                                     
                                         161 669      148 634      172 586      
Current liabilities                                                             
Other current liabilities             3 767 580    1 834 631    1 896 298      
 Bank overdrafts                         143 849      148 616      148 616      
                                       3 911 429    1 983 247    2 044 914      
Liabilities directly associated          148 285      118 205            -      
with non-current assets classified                                              
as held for sale                                                                
Total liabilities                      4 221 383    2 250 086    2 217 500      
Total equity and liabilities           4 904 402    2 851 304    2 866 761      
Condensed Cash Flow Statement (R"000)                                           
for the year ended 30 June 2006                                                 
                                         Audited  As restated     Original      
(R"000)                                     2006         2005         2005      
Cash flow from operating                                                        
activities                                                                      
Cash from operations                     307 099      140 528      217 509      
Working capital changes                  294 164      121 242      100 662      
Cash generated from operations           601 263      261 770      318 171      
Finance costs                           (30 329)     (25 922)     (31 399)      
Taxation and dividends paid            (194 350)     (97 354)    (103 065)      
Net cash generated by operating          376 584      138 492      183 707      
activities                                                                      
Property, plant and equiment and          20 926     (17 105)     (42 799)      
investment property (net)                                                       
Investments (net)                         26 799        7 379        8 273      
Net cash generated by/(utilised                                                 
in)                                                                             
investing activities                      47 725      (9 726)     (34 526)      
Net cash generated from/(utilised                                               
in)                                                                             
financing activities                      67 407     (37 907)     (46 289)      
Net cash (utilised in)/generated                                                
by                                                                              
discontinued operations                (100 681)       20 357            -      
Net increase in cash and cash            391 035      111 216      102 892      
equivalents                                                                     
STATISTICS                                                                      
for the year ended 30 June 2006                                                 
                                          Audited  As restated      Original    
(R"000)                                      2006         2005          2005    
Number of ordinary shares              73 918 218   71 895 718    71 895 718    
Shares in issue                       99 724 556   73 573 023    73 573 023    
 Less: Shares held by share trusts   (25 806 338)  (1 677 305)   (1 677 305)    
Weighted average shares ("000s)            73 496       70 329        70 329    
Fully diluted weighted average             80 903       73 005        73 005    
shares ("000s)                                                                  
Earnings per share (cents)                  195,3        181,9         190,1    
Fully diluted earnings per share            177,4        175,2         183,1    
(cents)                                                                         
Headline earnings per share (cents)         193,2        143,4         151,6    
Fully diluted headline earnings                                                 
per share (cents)                           175,5        138,1         146,1    
Earnings per share from continuing                                              
operations (cents)                          224,0        150,3           N/A    
Headline earnings per share from                                                
continuing operations (cents)               221,8        111,8           N/A    
Dividend cover (based on earnings             3,5          3,7           3,9    
per share)                                                                      
Dividends per share (cents)                  56,0         49,0          49,0    
 Interim                                     20,0         17,0          17,0    
 Final                                       36,0         32,0          32,0    
Net asset value per share (cents)           921,6        830,2         897,1    
Current ratio                                   1            1             1    
Condensed Statement of Changes in Equity                                        
for the year ended 30 June 2006                                                 
Audited   As restated     
(R"000)                                                  2006          2005     
Balance at 1 July - as previously reported            601 218       548 370     
* Effect of adoption of IAS 16                              -      (57 801)     
* Effect of share options (IFRS 2)                          -           496     
Balance at 1 July - as restated                       551 726       491 065     
Translation differences arising from foreign         (28 915)        13 553     
operations                                                                      
Share options issued and issue of shares in                                     
terms                                                                           
of BEE ownership transaction - net of costs             8 339         8 376     
Attributable profit for the year                      148 145       129 817     
Purchase of minorities                                (7 134)       (9 039)     
Dividends paid                                       (38 634)      (32 554)     
Balance at 30 June                                    683 019       601 218     
Segmental Analysis - Primary                                                    
for the year ended 30 June 2006                                                 
                                                      Audited   As restated     
(R"000)                                                  2006          2005     
REVENUE                                                                         
Infrastructural Developments                          316 217       227 290     
Property Development Services                         126 970        94 773     
Infrastructure Development Services                   189 247       132 517     
Manufacturing                                         472 975       446 308     
Everite                                               450 736       431 776     
Group Five Pipe                                        22 239        14 532     
Construction                                        5 075 529     3 834 687     
Building and Housing                                2 788 466     2 268 610     
Civil Engineering, Roads and Earthworks             1 662 700     1 051 679     
Engineering Projects                                  624 363       514 398     
Total revenue                                       5 864 721     4 508 285     
OPERATING profit                                                                
Infrastructural Developments                           32 450        17 378     
Property Development Services                          25 244        11 240     
Infrastructure Development Services                     7 206         6 138     
Manufacturing                                          60 651        36 157     
Everite                                                57 109        34 369     
Group Five Pipe                                         3 542         1 788     
Construction                                          147 698        62 153     
Building and Housing                                   81 467        44 158     
Civil Engineering,                                                              
Roads and Earthworks                                   51 650       (9 712)     
Engineering Projects                                   14 581        27 705     
Total operating profit                                240 799       115 686     
Capital Expenditure and Depreciation (R"000)                                    
for the year ended 30 June 2006                                                 
                                                      Audited   As restated     
(R"000)                                                  2006          2005     
*  Capital expenditure for the year                 265 993       201 500     
  *  Capital expenditure committed or authorised      151 156       130 992     
for the next year                                                               
  *  Depreciation for the year                         70 874        56 235     
Estimates and Contingencies                                                     
The Group makes estimates and assumptions concerning the future,                
particularly as regards construction contract profit taking, provisions,        
arbitrations and claims and various fair value accounting policies. The         
resulting accounting estimates can, by definition, only approximate the         
actual results. Estimates and judgements 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 R1 977 million as at 30 June 2006 compared     
to R1 337 million at 30 June 2005. The directors do not believe any exposure    
to loss is likely.                                                              
Dividend Declaration                                                            
The directors have declared a final dividend number 55 of 36 cents per          
ordinary share (2005: 32 cents) payable to shareholders.                        
In order to comply with the requirements of STRATE the relevant details are:    
Event                                               Date                        
Last day to trade (cum-dividend)                    Thursday, 21 September 2006 
Shares to commence trading (ex-dividend)            Friday, 22 September 2006   
Record date (date shareholders recorded in books)   Friday, 29 September 2006   
Payment date                                        Monday, 2 October 2006      
No share certificates may be dematerialised or rematerialised between           
Friday, 22 September 2006 and Friday, 29 September 2006, both dates             
inclusive.                                                                      
Accounting policies                                                             
During the year the group re-evaluated the current and future ability of        
certain business units and their respective market segments to support the      
group"s short- to medium-term financial targets. As a result, Group Five        
sold its 50% interest in WSSA and its 25% interest in Group Five Saudi Pipe,    
closed down and sold off its concession and operations and maintenance          
business in India and, subsequent to year-end, disposed of its 100% interest    
in Vaal Sanitaryware and its 40% interest in DPI Plastics.                      
In terms of International Financial Reporting Standards (IFRS) 5 "Non-          
current Assets Held for Sale and Discontinued Operations", the results of       
these operations have been disclosed as discontinued for both years             
presented.                                                                      
With effect from 1 July 2005, the Group adopted IFRS using certain              
exemptions allowed under IFRS 1 "First-time Adoption of IFRS".                  
These results have been prepared in accordance with IFRS.                       
The reconcilliation of profit and loss as a result of the transition to IFRS    
is set out below:                                                               
                                                               Year ended       
(R"000)                                                           30 June       
                                                                     2005       
Profit for the 2005 financial year as previously reported         135 598       
Adjusted for:                                                                   
* Expensing of share options granted to employees over            (1 059)       
their vesting period (IFRS 2 "Share Based Payments"), for                       
all options granted after 7 November 2002 that had not                          
vested by 1 January 2005 (previously this cost was                              
accounted for through equity)                                                   
* Change in depreciation as a result of adoption of IAS 16          4 901       
"Property, Plant and Equipment" which now requires                              
depreciation of items of property, plant and equipment by                       
major component as well as an annual reassessment of                            
residual values (in adopting this policy an exemption under                     
IFRS 1 was used whereby fair value was used as deemed cost                      
at 1 July 2004 for mobile plant and equipment).                                 
* Effect of gains and losses arising on translation of            (9 623)       
foreign entities assets and liabilities being recognised in                     
the statement of changes in equity as a foreign currency                        
translation reserve. (In adopting this policy an exemption                      
under IFRS 1 was used whereby cumulative translation gains                      
at 30 June 2004 were set at zero).                                              
Profit for the 2005 financial year as currently reported          129 817       
On 29 September 2005, shareholders approved an issue of shares amounting to     
approximately 26.1% of the issued share capital, after such issue, in terms     
of a Black Economic Empowerment (BEE) ownership transaction. Shares issued      
to employees in terms of the BEE ownership transaction are accounted for in     
terms of IFRS 2.                                                                
The discount of R51 million arising on the issue of the shares to the           
external BEE ownership consortium has been accounted for through equity in      
terms of the Group"s current accounting policies. However, IFRIC 8 "Scope of    
IFRS 2", issued in January 2006 and applicable for all financial years          
beginning on or after 1 May 2006, has concluded that these types of share       
issues fall within the scope of IFRS 2, and therefore the discount should be    
expensed immediately if there are no related performance conditions. This       
will be accounted for next year as a change in accounting policy. The R6,4      
million arising on the issue of shares in terms of the broad-based scheme       
has been expensed immediately as they have been issued to employees and         
there are no vesting conditions.                                                
These results have been audited by PricewaterhouseCoopers Inc., Chartered       
Accountants (SA), Registered Accountants and Auditors. Their unqualified        
audit opinion is available for inspection at the company"s registered           
office.                                                                         
COMMENTARY                                                                      
Overview                                                                        
The group is pleased to announce its sixth consecutive year of double-digit     
earnings growth and a third consecutive year of improved cash generation.       
Headline earnings per share increased by 34.7% from R1,43 to R1,93 and          
earnings per share increased by 7.1% from R1,82 to R1,95.                       
During the year, the group re-evaluated the current and future ability of       
certain business units and their respective market segments to support the      
group"s short- to medium-term financial targets. As a result, Group Five        
sold its 50% interest in WSSA for R2 million, its 25% interest in Group Five    
Saudi Pipe for $1 million, closed down and sold off its concession and          
operations and maintenance business in India and, subsequent to year-end,       
disposed of its 100% interest in Vaal Sanitaryware (Vaal) and its 40%           
interest in DPI Plastics (DPI) for R107 million.                                
As a result, in terms of IFRS 5 "Non-current Assets Held for Sale and           
Discontinued Operations", the results of these operations have been             
disclosed as discontinued for both years presented. The operational review      
that follows discusses the continuing operations only.                          
Revenue increased during the year by 30% from R4 508 million to R5 865          
million and operating profit increased by 108.1% from R115,7 million to         
R240,8 million. This resulted in overall operating margin percentage            
improving by 1.5% from 2.6% to 4.1%. Other net income decreased from R44        
million to R21,5 million, primarily due to the fair value adjustment of         
R35,7 million (2006: R1,4 million) incurred in the prior year in the group"s    
interests in the Eastern Europe service concessions. The large F2005 fair       
value arose due to a revision of performance risk on the Polish and             
Hungarian concessions during that year.                                         
Headline earnings per share from continuing operations increased by 98.4%       
from R1,12 to R2,22 and earnings per share from continuing operations           
increased by 46.4% from R1,53 to R2,24.                                         
The improved overall operating performance resulted in profit before            
taxation generating cash of R231,9 million (2005: R133,8 million). This         
together with a continued focus on contract working capital management,         
offset partially by prior year tax payments in foreign territories, resulted    
in cash generated from operations of R376,6 million (2005: R138,5 million).     
Net cash generated from investing activities of R47,7 million (2005: R9,7       
million utilised) arose mainly as a result of the sale of the JSE bare          
dominiums for R73,9  million. Net cash generated from financing activities      
of R67,4 million (2005: R37,9 million utilised) included short-term             
borrowings raised of R98,2 million to fund the increased working capital for    
property developments. A net R100,7 million (2005: R20,4 million generated)     
was utilised in discontinued operations, primarily to settle obligations in     
India. All of the above resulted in significant overall cash of R391 million    
(2005: R111,2 million) being generated for the year.                            
Finance costs were stable at R30,3 million (2005: R26 million) and reflect      
the strategy implemented two years ago to match long-term assets with long-     
term borrowings.                                                                
The effective tax rate of 27% (2005: 19.6%) approximates the statutory tax      
rate of 29%. The current tax charge reflects payments of prior year taxes in    
foreign territories which have been offset by the raising of full deferred      
tax assets on assessed tax losses incurred prior to 30 June 2005 and the        
lower tax charge enjoyed by income earned in over-border lower tax              
jurisdictions.                                                                  
The final dividend of 36 cents per share (2005: 32 cents per share) brings      
the total dividends for the year to 56 cents per share (2005: 49 cents per      
share).                                                                         
In line with the group"s desire to further enhance its financial reporting      
and as a result of the focused reorganisation of the businesses, improved       
segmental disclosure has been provided.                                         
Operational review                                                              
As outlined above, the group sold its stakes in Vaal, DPI, WSSA and its         
Saudi Arabian pipe business. Roads and Earthworks was downsized and             
incorporated into Civil Engineering. Infrastructural Developments was           
restructured through the integration of the activities of Intertoll and the     
group"s large-scale concession contract development activities and also         
includes Property Development Services. The revised group structure is set      
out below:                                                                      
Infrastructural Developments                                                    
Infrastructural Developments houses the businesses of Property Development      
Services and Infrastructure Development Services. Higher returns are sought     
through risk-managed participation throughout a project lifecycle which         
consists of the following stages (varying from project to project):             
development, financing and refinancing, construction, operations and            
maintenance, rehabilitation and handover or sale.                               
It contributed 5.4% (2005: 5%) to group revenue.                                
Property Development Services (PDS)                                             
Property Development Services, established two years ago, focuses on            
commercial, industrial, retail and specific residential property development    
opportunities in South Africa. This business, which is characterised by         
lengthy lead and deal conclusion times, had an extremely successful year,       
with growth in this new business starting to flow through. Operating profit     
increased by 124.6% from R11,2 million to R25,2 million. This was primarily     
as a result of the completion and transfer of a number of developments          
during the year, which commenced more than eighteen months ago. In addition,    
the business recorded fair value profits of R26,5 million (2005: R6,7           
million) relating mainly to the sale of its interests in the Johannesburg       
Stock Exchange bare dominium properties for R73,9 million.                      
The business is growing from strength to strength and is currently              
developing 20 projects.                                                         
Infrastructure Development Services (IDS)                                       
IDS was reorganised during the second half of 2005 to concentrate on the        
development of large-scale infrastructure contracts, typically those with a     
construction value significantly above R1 billion and which are often           
characterised by PPP concessions, together with toll road operations and        
maintenance contracts. The business currently operates and maintains five       
toll roads in South Africa and two in Hungary and holds interests in two        
road service concessions in Eastern Europe.                                     
Revenue, which consists primarily of fees for operations and maintenance of     
toll roads, increased by 42.8% from R132,5 million to R189,2 million. This      
was primarily due to the translation effects of a weaker Rand on the            
operations and maintenance revenue from Hungary, together with development      
fees of R30 million (2005: Rnil) earned on certain projects in the current      
year. Operating profit increased by 17.4% from R6,1 million to R7,2 million,    
primarily due to increased contribution from the unfolding operations and       
maintenance contracts in Hungary.                                               
Operating margins decreased, however, from 4.6% to 3.8% due to the write-off    
of specific project development costs for projects which are no longer being    
pursued. In addition, a fair value adjustment of R1,4 million (2005: R35,7      
million) was recorded relating to the investment in the Eastern Europe          
service concessions. The full positive effects of the higher-margin             
Hungarian operations and maintenance contracts are expected to continue to      
improve the performance of the business going forward over the medium-term.     
A number of key medium-term power IPP contracts in South Africa and the rest    
of Africa are being pursued, together with certain toll road concession         
opportunities in South Africa and government building PPP opportunities on      
the African continent.                                                          
Manufacturing                                                                   
Manufacturing contributed 8.1% (2005: 9.9%) to group revenue. Revenue           
increased by 6% from R446,3 million to R473 million. Operating profit surged    
by 67.7% from R36,2 million to R60,7 million, leading to an improvement in      
overall operating margin percentage of 4.7% from 8.1% to 12.8%, primarily       
due to the strong performance from Everite.                                     
The Everite factory continues to operate at full capacity, encouraged by a      
strong residential building market. The business has managed the import         
threat, which resulted in small price increases, and has improved margins       
through continuous improvement initiatives in the factory and taking more       
control over its total supply chain. Revenue increased by 4.4%from R431,8       
million to R450,7 million. Operating profit increased by 66.2% from R34,4       
million to R57,1 million resulting in operating margin percentage increasing    
by 4.7% from 8% to 12.7%.                                                       
Everite has committed to invest in an expanded capacity programme over the      
next eighteen months of approximately R50 million to take advantage of,         
amongst others, the ever-increasing low cost housing initiatives. This          
expenditure will eventually result in an increased capacity of 25%. The         
continued increasing demand in low cost housing and increasing capacity in      
the factory should lead to continued strong growth in F2007.                    
Group Five Pipe, in which the group has a 50% interest, manufactures large      
diameter steel spiralled pipes. It is a very focused business that is           
dependent on large-scale contracts to ensure its fixed costs are recovered.     
In the period under review, the group secured a supply contract for the         
VRESAP pipeline, in which the group"s Civil Engineering business is also a      
contracting party.                                                              
Construction                                                                    
The group"s largest contributor at 86.5% of revenue (2005: 85.1%) continued     
its strong growth and remains well positioned for further growth in this        
sector.                                                                         
Construction revenue increased by 32.4% to R5 076 million (2005: R3 835         
million), operating profit by 138% to R147,7 million (2005: R62,2 million)      
and overall operating margin percentage improved by 1.4% from 1.5% to 2.9%.     
Over-border work contributed 43.7% (2005: 41%) to construction revenue.         
Building and Housing revenue increased by 22.9% from R2 269 million to R2       
788 million, with operating profit almost doubling to R81,5 million from        
R44,2 million, resulting in an overall profit margin percentage of 2.9%         
(2005: 1.9%). This was primarily due to strong performances on the group"s      
East African contracts, which will be completed in the next six months. This    
more than offset the negative write-offs in Angola due to possible irregular    
activities, as reported on in the SENS announcement on 8 June 2006. All         
known losses relating to Angola have been fully accounted for at 30 June        
2006. Prospects for F2007 are positive, with a secured one-year order book      
already in the region of R2,5 billion.                                          
The Civil Engineering and Roads and Earthworks businesses locally and in        
Africa were merged during the year to improve efficiencies and lower the        
overhead base of the business. The combined Civil Engineering and Roads and     
Earthworks business, together with the Civil Engineering business in Dubai,     
increased revenue by 58.1% from R1 052 million to R1 662 million and turned     
around the operating loss of R9,7 million in F2005 to an operating profit of    
R51,7 million at an operating profit margin percentage of 3.1%. Civil           
project tender activity locally and in Africa, as well as Dubai, continues      
to increase. Dubai achieved its best performance since it was established       
two years ago.                                                                  
A problem roads contract in Malawi was terminated during the year with all      
known losses being accounted for in prior years. The tail end of the long-      
term Roads loss-making contracts are complete and focused, higher-margin        
contracts are being pursued in South Africa.                                    
A secured one year order book of R1,8 billion already exists at year-end in     
Civil Engineering, which should result in further growth in profitability       
during F2007.                                                                   
As reported at the interim period, Engineering Projects had a disappointing     
year due to the negative effect of two poor performing contracts, one of        
which is in Cabinda, Angola, and the other in South Africa. All known losses    
have been provided for at year-end. One loss-making contract is complete,       
with the other expected to be completed in March 2007. The irregular            
activities in Angola, noted previously, also hampered performance on the        
Angola contract in Cabinda, due to the knock-on work permit and import          
investigations. These issues have all been addressed.                           
Engineering Projects" revenue increased by 21.4% from R514 million to R624      
million, with operating profit decreasing by 47.4% from R27,7 million to        
R14,6 million. This resulted in an overall operating profit margin              
percentage decrease of 3.1% from 5.4% to 2.3%. The business is generally a      
high-margin construction business due to the specialised nature of its work     
and with a one year secured order book of R400 million at 30 June 2006 at       
higher margins, is in a much stronger position going forward. It also has       
capacity of approximately R250 million to take advantage of further high-       
margin mining, oil and gas and power contracts.                                 
Discontinued operations                                                         
The loss from discontinued operations of R21,1 million (2005: profit of         
R22,2 million) includes an operating loss after tax from the discontinued       
operations of R6,3 million (2005: R22,2 million profit), together with          
losses of R15,3 million (2005: Rnil) incurred on the disposal of WSSA and       
Group Five Saudi Pipe.                                                          
The profit on sale of DPI and Vaal to DAWN Limited of approximately R20         
million, based on a total selling price of R107 million, is not reflected in    
the current year as Competition Commission approval is awaited. Vaal"s          
acquisition has already been approved, with DPI expected in September 2006.     
The termination of the operations and maintenance business in India and the     
sale of the related toll road concession resulted in a break-even of this       
operation in the year (2005: R1,8 million profit after tax). A claim exists     
against the Indian highway authorities, which is being pursued and for which    
the group believes a strong case exists. The claim is expected to take a        
number of years to resolve.                                                     
Prospects                                                                       
Infrastructural Developments                                                    
Prospects in PDS remain positive, particularly in the commercial and            
industrial markets and in the low- to middle-income residential housing         
bracket. This business will be expanded in the next year through strategic      
partnerships with developers with whom the group has worked with for a          
number of years. The philosophy of a smaller slice of a bigger cake will be     
pursued during F2007.                                                           
Improvement in IDS" results is expected going forward due to the growing        
contribution of the higher-margin toll road contracts in Hungary, which         
continue to unfold.                                                             
Manufacturing                                                                   
With continually increasing capacity in F2007 in Everite, continual cost        
cutting and efficiency drives in the factory, the ever increasing low cost      
housing demand and specific initiatives in controlling more of its supply       
chain, this business is expected to continue its strong performance for         
F2007.                                                                          
Group Five Pipe"s prospects for F2007 are also good due to securing the         
supply contract for the VRESAP pipeline.                                        
Construction                                                                    
With the secured F2007 order book at ever-improving margins, prospects for      
Building and Housing remain solid.                                              
The consolidation of Civil Mining and Industrial during July 2005 and Roads     
and Earthworks during January 2006 into Civil Engineering and the resultant     
focus on efficiency improvements and cost reduction - together with an          
increased contribution from Dubai - should ensure that this business            
performs well in F2007.                                                         
The strong F2007 order book for Engineering Projects, together with the         
resolution of poor performing contracts, should ensure favourable prospects     
for F2007.                                                                      
Summary                                                                         
The construction secured one-year order book is R4,7 billion, of which 42%      
is over-border at higher margins. A remaining capacity of R1,3 billion          
exists.                                                                         
As outlined above, the local civil and building markets continue to improve.    
This, together with over-border opportunities, particularly in Dubai, and       
expected further growth at Everite and a continued strong performance from      
Property Development Services, should lead to good earnings growth for          
F2007.                                                                          
On behalf of the board                                                          
D Paizes            MH Lomas                                                    
Chairman            Chief Executive Officer                                     
8 August 2006                                                                   
Directors: D Paizes (Chairman), MH Lomas (CEO) (British), Baroness L Chalker    
(British), MR Maruma, WV Mavimbela, SG Morris, KK Mpinga (DR Congo), PS         
O"Flaherty                                                                      
www.g5.co.za                                                                    
Sponsor                                                                         
Nedbank Capital                                                                 
Date: 10/08/2006 08:00:30 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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