The joint business rescue practitioners (BRPs) of Murray & Roberts Limited (MRL) have completed the Differential Capital transaction, a major milestone in the implementation of MRL’s business rescue plan.

This also secures the future of Murray & Roberts’ major mining services businesses across the world, as well as about 2 600 jobs and critical engineering capabilities.

The transaction, which forms the centrepiece of the MRL business rescue plan, entails a group of investors led by Differential Capital acquiring MRL’s major mining interests, including the Cementation operations in both Africa and the Americas, as well as the Terra Nova Technologies (TNT) businesses.

MRL entered voluntary business rescue in November 2024 following a prolonged period of financial pressure within the broader Murray & Roberts group.

Valued at R1.27-billion, the transaction was designed to preserve the value of MRL’s mining businesses and secure their future outside of the Murray & Roberts group structure.

The purchase consideration comprises an initial payment of R1-billion on closing and a deferred portion of R270-million payable 12 months thereafter.

The completion of the transaction creates a new, financially independent, mining services platform with operations across Africa and the Americas.

“The completion of the differential transaction represents a defining milestone in MRL’s business rescue process and demonstrates what can be achieved when stakeholders work together around a common objective,” says Josh Cunliffe, one of the joint BRPs.

“From the outset, our focus has been on preserving viable businesses, protecting jobs and maximising value for creditors, while ensuring these specialist mining businesses could continue to contribute to South Africa's economy.

“This outcome would not have been possible without the constructive engagement of employees, creditors, funders, management, regulators and our transaction partners, all of whom recognised the importance of securing a sustainable future for these businesses,” he adds.

For Differential Capital, a South African investment firm specialising in complex special situations transactions, the quality of the businesses and their prospects presented a compelling opportunity.

“What attracted us was not simply the investment opportunity, but the opportunity to preserve a world-class mining services platform with deep technical expertise and a highly skilled workforce,” says Differential Capital special situations fund head Mark Salmon.

“Businesses like Cementation and TNT play a critical role in supporting the mining sector, which remains one of the foundations of South Africa’s economy. By retaining these capabilities, this transaction delivers meaningful value not only for our investors, but for employees, clients, suppliers and the broader mining ecosystem. It is an example of how long-term capital can be deployed to generate both commercial returns and positive economic and social outcomes,” he adds.

Throughout the process, Cementation, which was not itself in business rescue at any stage, retained its core operational capability, technical expertise and workforce, enabling the business to continue servicing clients and pursuing growth opportunities without interruption. The company is currently actively delivering projects across several jurisdictions.

With the transaction now complete, Japie du Plessis assumes the role of CEO of the new group, with Sibulele Songca appointed CFO.

Du Plessis says the completion of the transaction provides the certainty needed to focus on the next phase of growth.

“This is much more than a change in ownership; it is the start of a new chapter for us. Throughout this process our employees continued to deliver, our clients continued to place their trust in us and, together, we have preserved a business with exceptional technical capability.

“We are now focused on building on those foundations, growing the business and creating long-term value for our people, our clients and the mining industry,” he comments.

The BRPs, Metis Strategic Advisors and Differential Capital also acknowledged the significant contributions of the professional advisers who supported the successful conclusion of the transaction.

Webber Wentzel and Werksmans Attorneys acted as lead legal counsel to the BRPs and Differential Capital, respectively. Redinc Capital acted as arranger, debt sponsor and administrator to the Differential Consortium, raising about R1.2-billion across four tranches of JSE-listed preference shares to provide listed-market funding for the transaction.

Credeq Africa, acting as underwriting management agent for Lombard Insurance Company, is also acknowledged for providing continued guarantee facilities to Cementation Africa throughout the transition.

The BRPs note that, notwithstanding the closing of the Differential Capital transaction, the business rescue process in respect of MRL remains ongoing.

On the closing of the transaction, the BRPs were able to settle all secured lender debt and all secured post-commencement finance obligations.