Update on business rescue proceedings, release of interim results and withdrawal of cautionary announcements Group Five Limited (Incorporated in the Republic of South Africa) (Registration number: 1969/000032/06) Share code: GRF ISIN: ZAE000027405 ("Group Five" or "the Company" or "the Group") UPDATE ON BUSINESS RESCUE PROCEEDINGS, RELEASE OF INTERIM RESULTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS Business rescue proceedings Shareholders are referred to the announcement released on SENS on 12 March 2019 relating to Group Five and its wholly-owned subsidiary, Group Five Construction Proprietary Limited, having been placed into business rescue (the “Business Rescue”) in terms of Chapter 6 of the Companies Act, No 71 of 2008 as amended (the “Companies Act”), the simultaneous suspension of the listing of Group Five shares (the “Suspension”) and the appointment of joint business rescue practitioners (the “Business Rescue Practitioners”) by the board of directors of Group Five (the “Board”). The Company, as evidenced by the Business Rescue proceedings, is financially distressed and has current liabilities which materially outweigh its current assets. This imbalance is currently being addressed through (inter alia) a moratorium on pre-Business Rescue creditors (as provided for in Chapter 6 of the Companies Act), post commencement funding provided by a consortium of banks, negotiations with counterparties, and the disposal of a number of different assets to a multiple of potential arms’ length purchasers, excluding “related parties” as defined in the JSE Limited (“JSE”) Listings Requirements (the “Disposals”). Shareholders are therefore notified that the Company will be undertaking a series of Disposals as part of the Business Rescue proceedings, such Disposals being conducted in terms of Chapter 6 of the Companies Act, in order to reduce Group Five’s liabilities, to meet bank lending obligations and to meet Group Five’s working capital requirements during the Business Rescue proceedings. Group Five has been consulting with the JSE regarding the application of the provisions of Schedule 11 of the JSE Listings Requirements and has undertaken that it will provide shareholders with monthly updates on key Disposals, including a basic description of the assets that have been realised during the period, and other significant milestones in the Business Rescue proceedings. In this regard, the Business Rescue Practitioners believe that the Disposals to be undertaken will be in the best interests of the Company and stakeholders as, if not completed, the Company will be unable to meet its financial commitments and sustain the Business Rescue Proceedings. The Business Rescue Practitioners further confirm that: 1. given the urgency of the Disposals, negotiations do not allow time for shareholder approvals; 2. all alternative methods of financing have been exhausted and the only option remaining is to undertake the Disposals; 3. the Disposals are in the best interests of the Company and stakeholders; 4. none the Disposals contemplated constitute an 'affected transaction' for purposes of the Takeover Regulations. As such the Company has not consulted with the Takeover Regulations Panel which does not have any jurisdiction in respect of these processes; and 5. the Company’s sponsor has confirmed that, in its opinion and on the basis of the information available to it, Group Five will not be in a position to meet its obligations as they fall due unless the Disposals take place. Shareholders are advised that the creditors of the Company have approved the extension of the date of publication of a business rescue plan (the “Business Rescue Plan”) to 28th June 2019. The Business Rescue Plan will include details of the proposed rescue plan for the Company, as well as (inter alia) a summary of Disposals effected to date as well as those contemplated to effect the rescue of the Company. Shareholders are further advised that regular updates and relevant information relating to the Business Rescue proceedings are available on the Company’s website (www.g5.co.za). Release of interim results Shareholders are further advised that Group Five is currently not in a position to release its interim results for the six months ended 31 December 2018 (“Interim Results”) which were required to be released by 31 March 2019 in terms of JSE Listings Requirements. The delay in the release of the Interim Results is linked to the Business Rescue proceedings and shareholders will be updated as to progress regarding the finalisation of the Interim Results as part of the updates referred to above. Withdrawal of cautionary announcements Shareholders are referred to the renewal of cautionary announcements regarding expressions of interest for various parts of the Group’s businesses and the Kpone Gas- and Oil-fired combined cycle EPC power plant, released on SENS on 28 February 2019 and 30 January 2019 respectively, and are advised that due to Group Five having been placed into Business Rescue, the aforementioned cautionary announcements have been withdrawn with immediate effect. 12 April 2019 Sponsor Nedbank Corporate and Investment Banking Date: 12/04/2019 03:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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