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SDM001 - FULFILMENT OF CONDITIONS PRECEDENT AND IMPLEMENTATION DATE
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") – FULFILMENT OF CONDITIONS PRECEDENT AND
IMPLEMENTATION DATE
Investors are referred to the announcement released by Summit Issuer (RF) Limited on SENS on 22
June 2026 in relation to the MR Transaction and the subscription by the Issuer for UK Bidco Shares in
the share capital of Differential Capital UK Acquisition Corporation Limited ("UK Bidco") (the "MR
Transaction").
The Issuer is pleased to confirm that the MR Transaction has been implemented on 25 June 2026 (the
"Implementation Date"), as set out below.
1. EXECUTION OF TRANSACTION AGREEMENTS
The Implementation Agreement between Murray & Roberts United Kingdom Limited, Murray &
Roberts Limited (in business rescue), Canada BidCo (1001397627 Ontario Inc.), UGM Global Services
Limited, Differential Capital UK Acquisition Corporation Limited (UK Bidco) and the Issuer was
executed by all parties on 19 June 2026.
2. FULFILMENT OF CONDITIONS PRECEDENT
All Suspensive Conditions under clause 3 of the Implementation Agreement have been fulfilled or
waived with effect from 24 June 2026, as confirmed by a CP Confirmation Letter signed by all parties
on 24 June 2026.
3. IMPLEMENTATION
With effect from 25 June 2026, the Issuer has subscribed for 1,000 UK Bidco Shares in the share capital
of Differential Capital UK Acquisition Corporation Limited for an aggregate subscription consideration
of ZAR1,082,599,681.69, funded as follows:
(i) settlement proceeds received 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), which exceeded the Tranche
1 to Tranche 5 subscription consideration components, resulting in a surplus of ZAR4,732,660.49
standing to the credit of the Transaction Account following implementation; and
(ii) ZAR203,000,000, being available subscription proceeds standing to the credit of the Transaction
Account.
4. CHANGE IN PARTICIPATING ASSETS
Following implementation of the MR Transaction on the Implementation Date:
(a) the Debt-related Participating Assets have been settled in full; and
(b) the sole Participating Asset of the Issuer in respect of Transaction 1 is the UK Bidco Shares,
constituting the Equity-related Participating Asset as described in the Applicable Transaction
Supplement.
Details of the Equity-related Participating Asset 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.
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.
25 June 2026
Johannesburg
Debt Sponsor:
Redinc Capital (Pty) Ltd
Date: 25-06-2026 05:30:00
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