Wrap Text
Category 2 Acquisition - SDM001
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"): CATEGORY 2 ACQUISITION OF THE PCF LOAN
("the Transaction)
INTRODUCTION AND RATIONALE
Following the establishment of "Transaction 1" 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 the listing of 25 293 Class A Programme Preference Shares on 15
December 2025 ("the listing date") in the "Preference Share" sector of the Main Board with the
abbreviated name "SUMPREF01, investors are herewith advised the PCF Lender has concluded
the PCF Agreement with the Borrower, and that the Issuer has entered into Sale of Claims
Agreement in respect of thereof, as described in the Applicable Transaction Supplement.
With reference to the section titled "TRANSACTION OVERVIEW" of the Applicable Transaction
Supplement in relation to "Transaction 1", the PCF Lender has agreed to sell to the Issuer, and the
Issuer has agreed to purchase from the PCF Lender, the PCF Loan once the PCF Loan is advanced
to the Borrower. The PCF Agreement, to provide Post-Commencement Finance (which bears the
meaning as assigned to this term in the Companies Act) was concluded between the PCF Lender
and the Borrower on or about 19 December 2025, with the Sale of Claims Agreement eaective 7
January 2026, whereby the Issuer agreed to purchase and take transfer of all the rights and
obligations of the PCF Lender under the PCF Agreement.
BUSINESS OF THE BORROWER
Details of the Borrower and PCF Facility are as described in par 42 of the Applicable Pricing
Supplement in relation to "Transaction 1".
PURCHASE CONSIDERATION
The purchase consideration for the PCF Agreement will be settled by way of the Issuer advancing
the amount of R50,000,000.00 to Borrower in settlement of the existing Lender's obligations
under the PCF Agreement.
CONDITIONS PRECEDENT
There are no outstanding conditions precedent to the Sale of Claims Agreement or PCF Loan.
COMPLETION DATE OF THE TRANSACTION
The eaective date of the Sale of Claims Agreement is 7 January 2026.
FINANCIAL INFORMATION
The Capital Amount of the PCF Loan is R50,000,000.00, with interest at a rate linked to Prime plus
a margin.
WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The PCF Agreement contains warranties and indemnities which are standard for a transaction of
this nature and there are no other significant terms to the PCF Agreement.
The relevant extracts of the PCF Agreement which provides for recourse by the Issuer to the
Borrower in relation to the PCF Loan is set out below:
13 EVENT OF DEFAULT
If –
13.1 the Borrower –
13.1.1 fails to pay punctually any amount payable to the Lender in terms of a Finance
Document; and/or
13.1.2 breaches or is deemed to be in breach or default of, or to have committed or permitted
a breach or default of, any of the provisions of a Finance Document (other than as
contemplated in Clause 13.1.1 above), including any of the warranties, representations
and undertakings given by the Borrower to the Lender in terms of a Finance Document
and such breach if capable of remedy is not remedied within 5 Business Days of receipt
of a notice from the Lender to so remedy; and/or
13.1.3 repudiates or purports to repudiate a Finance Document or evidences an intention to
repudiate a Finance Document; and/or
13.2 the BRPs breach or permit to be breached, whether through any act or omission, any of
the provisions of this Agreement (other than as contemplated in Clause 13.1.1 above)
and such breach if capable of remedy is not remedied within 5 Business Days of receipt
of a notice from the Lender to so remedy; and/or
13.3 an Insolvency Event occurs or a similar event occurs in relation to the Borrower; and/or
13.4 there is any change in Applicable Laws that renders or may have the eaect of rendering
any provision of this Agreement illegal, invalid or unenforceable and that/those
provision/s is/are not substituted with alternative legal, valid, binding and enforceable
provisions or documents to the satisfaction of the Lender; and/or
13.5 save for the existing Business Rescue Proceedings, the authority or ability of the Borrower
to conduct its business is limited or wholly or substantially curtailed by any seizure,
expropriation, nationalisation, compulsory acquisition, intervention, restriction or other
action by or on behalf of any governmental, regulatory or other authority or other person
in relation to the Borrower or any of its material assets or the shares or interest in it
(including without limitation the displacement of all or part of the management of the
Borrower); and/or
13.6 any litigation, arbitration, administrative, governmental, regulatory or other
investigations, proceedings or disputes are commenced or threatened, or any judgment
or order of a court, arbitral tribunal or other tribunal or any order or sanction of any
governmental or other regulatory body is made, in relation to the Finance Documents or
the transactions contemplated in the Finance Documents or against the Borrower or its
assets which have, or has or are, or is, reasonably likely to have a Litigation Material
Adverse Eaect; and/or
13.7 the Cementation Loan Agreement is amended, altered and/or varied in any manner
whatsoever without the prior written consent of the Lender; and/or
13.8 the Borrower and/or Cementation cedes, delegates or otherwise assigns any of its rights
and/or obligations under the Cementation Loan Agreement to any Person without the
prior written consent of the Lender,
then the Borrower will be deemed to be in default, and the circumstance or event in question
will be regarded as an "Event of Default".
CLASSIFICATION OF THE TRANSACTION
As the Transaction amounts to more than 5% but less than 30% of the Issuer's market
capitalisation, the Transaction is classified as a category 2 transaction in terms of the JSE Listings
Requirements.
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.
7 January 2026
Johannesburg
Sponsor:
Redinc Capital (Pty) Ltd
Date: 07-01-2026 02:30:00
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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
