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SDM001 - MR TRANSACTION – EQUITY-RELATED
PARTICIPATING ASSET
Summit Issuer (RF) Limited
Company Registration number: 2025/552928/06
JSE Share Code: SDM001
JSE Issuer code: SUMH
ISIN: ZAE000355855
LEI Number: 37890IWGVWPEI2SAMM62
SUMMIT ISSUER (RF) LIMITED ("the Issuer"): MR TRANSACTION – EQUITY-RELATED
PARTICIPATING ASSET ("the MR Transaction")
INTRODUCTION AND RATIONALE
"Transaction 1" was established under the Issuer's master programme memorandum dated 22
February 2022 ("Original Master Programme Memorandum"), the amended and restated master
programme memorandum ("Master Programme Memorandum") dated 3 November 2025 and the
Applicable Issuer Supplement issued by the Issuer dated 3 November 2025, through an initial listing
of 25,293 Class 1A Programme Preference Shares on 15 December 2025 ("the listing date") in the
Hybrid Financial Instrument sector of the Main Board of the JSE Limited, under abbreviated name
"SUMPREF01".
Since the initial listing, the JSE has approved the listing of 3 additional tranches of Class 1A Programme
Preference Shares, with a total of 111,988 Programme Preference Shares currently in issue with an
aggregate subscription amount of ZAR1,168,090,233.96.
"Transaction 1" investors are advised that subject to the fulfilment of all conditions precedent to the
MR Transaction, the Issuer will use available subscription proceeds and the proceeds from the
settlement of the Debt-related Participating Assets (see paragraph 42 of the Applicable Pricing
Supplement) to subscribe for the UK Bidco Shares in the share capital of Differential Capital UK
Acquisition Corporation Limited ("UK Bidco") in terms of the UK Bidco Subscription Agreement.
The UK Bidco Shares shall constitute the Equity-related Participating Asset as described in the
Applicable Transaction Supplement. Please refer to the section titled "TRANSACTION OVERVIEW" of
the Applicable Transaction Supplement in relation to Transaction 1.
PARTICULARS OF THE TRANSACTION
Subject of the transaction: Subscription by Summit Issuer (RF) Limited for UK Bidco Shares in the share
capital of Differential Capital UK Acquisition Corporation Limited (UK Bidco), registration number
16554228, England and Wales.
Effective date: The Implementation Date, being the date on which all conditions precedent under the
Implementation Agreement have been fulfilled or waived, anticipated to be on or before 30 June 2026.
Other significant terms: Funded from available subscription proceeds standing to the credit of the
Transaction Account and settlement proceeds of the Debt-related Participating Assets (see paragraph
42 of the Applicable Pricing Supplement).
TRANSACTION RATIONALE
Phase 2 of Transaction 1 executes the pre-disclosed commercial purpose of the Issuer as described in
the Applicable Transaction Supplement: to utilise available subscription proceeds and the settlement
proceeds of the Debt-related Participating Assets to subscribe for the Equity-related Participating
Asset (the UK Bidco Shares), thereby facilitating the MR Transaction for the benefit of the Programme
Preference Shareholders. Following completion of Phase 2, the sole Participating Asset of the Issuer
will be the UK Bidco Shares.
BUSINESS OF UK BIDCO
Differential Capital UK Acquisition Corporation Limited ("DAC") is a company registered in England and
Wales (company number 16554228), incorporated for the purpose of facilitating the acquisition of
certain Murray & Roberts Limited operating subsidiaries through its wholly owned subsidiary, UGM
Global Services Limited (UGM). Through the Composite Transaction, DAC (via UGM and its
subsidiaries) will acquire:
(a) The Cementation Company (Africa) Proprietary Limited (TCCA), a South African company, from
Murray & Roberts Limited (in business rescue);
(b) Terra Nova Technologies Australia Pty Ltd, Terra Nova Technologies Chile SpA, and Cementation
TNT Portugal, Unipessoal Limitada (together the TNT Sale Companies), being Murray & Roberts United
Kingdom Limited subsidiaries in Australia, Chile and Portugal respectively; and
(c) 6263496 Canada Inc., a Canadian entity, through Canada BidCo (1001397627 Ontario Inc.), a
wholly owned subsidiary of UGM.
DAC has no operating history prior to the Implementation Date. Its accounting reference date is 30
June. Audited annual financial statements of DAC will be published on the Issuer's website at
www.summitissuer.co.za/latest-reports/ when available, in accordance with the Issuer's disclosure
obligations under its JSE listing.
CONSIDERATION AND TERMS OF SETTLEMENT
The aggregate subscription consideration payable by Summit Issuer to UK Bidco is
ZAR1,082,599,681.69, comprising:
(i) ZAR203,000,000, being available subscription proceeds standing to the credit of the Transaction
Account; and
(ii) the balance, being the settlement proceeds receivable by the Issuer from Murray & Roberts
Limited (in business rescue) in respect of the Debt-related Participating Assets (being the CAF Facility,
the Prime Lending Facility, the General Banking Facilities, the Vehicle Asset Finance Facilities and the
PCF Loans advanced to Murray & Roberts Limited (in business rescue)), excluding any amounts due
under the PCF loan acquired by the Issuer on 7 January 2026 (see SENS announcement dated 7 January
2026).
CONDITIONS PRECEDENT
The terms of the Subscription Agreement and the Implementation Agreement have been agreed
between the parties and execution of those agreements is anticipated on or before 30 June 2026.
Following execution, the MR Transaction will be implemented upon fulfilment or waiver of the
Suspensive Conditions under the Implementation Agreement, including finalisation of the Funds Flow
Statement and satisfaction of all conditions under the respective Sale Agreements.
A further announcement will be made confirming the Implementation Date upon execution of the
agreements and fulfilment of all Suspensive Conditions.
FINANCIAL INFORMATION
UK Bidco is a newly incorporated entity with no operating history or historical financial information
prior to the Implementation Date. Its value derives from its indirect interests in the underlying
businesses acquired on the Implementation Date as described above.
Details of the acquired Equity-related Participating Assets will be made available on the Issuer's
website at www.summitissuer.co.za/latest-reports/ and will be reflected in the quarterly Investor
Report to be published in accordance with the Issuer's continuing disclosure obligations under its JSE
Listing Requirements.
CLASSIFICATION OF THE TRANSACTION
As the aggregate subscription consideration of ZAR1,082,599,681.69 amounts to more than 30% of
the Issuer's aggregate Programme Preference Share subscription amount of ZAR1,168,090,233.96, the
MR Transaction is classified as a category 1 transaction for categorisation purposes.
This announcement is made in terms of the JSE Listing Requirements and no action is required by
investors with regards to the Transaction.
Capitalised terms not defined herein shall have the meanings ascribed to them in the Master
Programme Memorandum, the Applicable Transaction Supplement and the Applicable Pricing
Supplement, as the case may be.
22 June 2026
Johannesburg
Sponsor:
Redinc Capital (Pty) Ltd
Date: 22-06-2026 12:50:00
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