Wrap Text
Proposed listing of Cell C Holdings Limited on the Main Board of the JSE Limited and Abridged Pre-Listing Statement
Cell C Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2025/688465/06)
JSE share code: CCD
ISIN: ZAE000109088
("the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
PROPOSED LISTING OF CELL C HOLDINGS LIMITED ON THE MAIN BOARD OF THE JSE
LIMITED AND ABRIDGED PRE-LISTING STATEMENT
THE ABRIDGED PRE-LISTING STATEMENT DOES NOT CONSTITUTE AN OFFER TO ANY
PERSON IN ANY JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR,
ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF
THE SECURITIES REFERRED TO IN THIS ABRIDGED PRE-LISTING STATEMENT IN ANY
JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW, OR WHERE FURTHER ACTION IS
REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning
given in the full pre-listing statement made available on the Company's investor relations
website at https://www.cellc.com (the "Pre-listing Statement").
INTRODUCTION
On Wednesday, 5 November, the Company announced its intention to list all of its issued ordinary
shares ("Ordinary Shares") on the Prime Segment of the Main Board of the Johannesburg Stock
Exchange, the securities exchange operated by the JSE Limited (the "JSE") (the "Admission") in terms
of a secondary share sale by The Prepaid Company Proprietary Limited ("TPC" or "the Selling
Shareholder"), a wholly owned subsidiary of Blu Label Unlimited Group Limited ("Blu Label" or "BLU")
(the "Offer"), by way of a private placement to selected qualifying investors (as specified below). On
Admission Cell C Limited ("Cell C") and Comm Equipment Company Proprietary Limited ("CEC") will
be wholly-owned subsidiaries of the Company (the Company and its subsidiaries as at Admission are
referred to as the "Group").
The board of directors of the Company is pleased to announce that the Offer will open today (Thursday,
13 November 2025) at 09:00 South African standard time and the Offer will close at 12:00 South African
standard time on Friday, 21 November 2025. Further details on the implementation of the Offer and
Admission can be found below and in the full Pre-listing Statement.
ABRIDGED PRE-LISTING STATEMENT
This abridged Pre-listing Statement relates to an offer for sale of up to 173 400 000 Ordinary Shares
("the Sale Shares") at the Offer Price, together with 9 520 000 additional Ordinary Shares (the
("Overallotment Shares") (collectively, the "Offer Shares"), and the Admission in terms of which the
Ordinary Shares will be admitted to listing and trading on the Prime Segment of the Main Board of the
JSE. The Offer will include an allocation of up to 68 000 000 Ordinary Shares to a new empowerment
ownership structure (as described in further detail below). The Company has granted the Stabilisation
Manager an option to procure subscribers for up to the maximum number of Overallotment Shares (at
the Offer Price) in the Offer for purposes of Stabilisation. The Offer Shares, including the Overallotment
Shares (if any) will represent up to 53.8% of the Company's total issued Ordinary Shares immediately
following Admission. The gross proceeds from the Offer and the sale of the Offer Shares, are expected
to be up to ZAR6.5 billion (including an allocation of Shares of up to approximately ZAR2.4 billion to an
empowerment vehicle).
This abridged Pre-listing Statement does not constitute an offer for the sale of, or the solicitation of, an
offer to buy shares in the Company, but is issued in compliance with the JSE Listings Requirements for
the purpose of providing information with regard to the Group. Any offer to acquire Ordinary Shares
pursuant to the proposed Offer will be made, and any investor should make his investment decision,
solely on the basis of the information that is contained in the Pre-listing Statement.
This abridged Pre-listing Statement highlights selected information from the Pre-listing Statement. It is
not complete and does not contain all of the information that a person should consider before investing
in the Offer Shares. Investors should read the Pre-listing Statement carefully and in its entirety, including
the "Part IV – Risk Factors" section, the financial statements provided, the notes to those financial
statements and the pro-forma financial information.
ADMISSION
The JSE Limited has approved the Admission of all of the Company's Ordinary Shares (ISIN
ZAE000354007) in the Telecommunications Services sub-sector of the JSE list, under the abbreviated
name "Cell C" and share code "CCD," subject to the fulfilment of certain conditions, including the JSE's
minimum public shareholder spread and free-float requirements, as set out in the JSE Listings
Requirements (the "Listing").
SALIENT TERMS OF THE OFFER
Offer Price Range: ZAR29.50 to ZAR35.50 per Offer Share
Number of Sale Shares: up to 173 400 000
Number of Overallotment Shares: up to 9 520 000
Percentage of issued share capital: up to 53.8%
The Offer is subject to minimum acceptances. The minimum acceptances of Offer Shares which must
be realised is that which enables the Company to ensure that the Company has, once the Offer is
completed, such number and composition of Shareholders as will enable it to meet the minimum free-
float and shareholder spread requirements, as prescribed by the JSE Listings Requirements and
acceptable to the JSE Limited. There is no minimum capital requirement to be realised by the Offer.
Admission will not proceed if the minimum level of acceptances is not achieved, and any acceptance
of the Offer shall not take effect and no person shall have any claim whatsoever against the Company
or the Joint Global Coordinators or any other person as a result of the failure of any condition.
This abridged Pre-listing Statement does not constitute an offer or invitation to the public or any section
of the public in any jurisdiction to subscribe for or to purchase any Ordinary Shares in the Company.
Consequently, this abridged Pre-listing Statement does not, nor does it intend to, constitute a
prospectus in accordance with the laws of any jurisdiction. The Offer will consist solely of separate
private placements, subject to certain conditions, to selected qualifying investors (as further described
below) to whom the Offer will be specifically addressed in various jurisdictions, including in South Africa,
and it is only being addressed to persons to whom it may be lawfully made. There will be no public
offering of any Ordinary Shares in any jurisdiction.
Eligible investors wishing to participate in the Offer should contact the Joint Global Coordinators prior
to 12:00 (SAST) on Friday, 21 November 2025 at:
• Rand Merchant Bank (a division of FirstRand Bank Limited): +27 11 269 9260; or
• Morgan Stanley & Co. International plc: +44 207 425 8000; or
• Investec Bank Limited: +27 11 286 7000
USE OF PROCEEDS
From the sale of the Offer Shares to qualified investors, the Selling Shareholder will be provided a
partial exit mechanism for TPC. The Selling Shareholder will retain a significant shareholding in the
Company post-implementation of the Offer and Admission and will continue to work closely with the
Group's management to drive growth and to create value in the Group. TPC intends to utilise the
proceeds from the Offer to strategically enhance its financial position.
CELL C'S COMMITMENT TO EMPOWERMENT
The Company and TPC are deeply committed to advancing South Africa's transformation agenda
through meaningful and sustainable Broad-Based Black Economic Empowerment ("B-BBEE"). As a
proudly South African telecommunications provider, the Group recognises the critical role it plays in
redressing historical inequalities and fostering inclusive economic participation. The Group has
consistently prioritised initiatives that promote the development and inclusion of Black South Africans
across its value chain - from ownership and management control to skills development, enterprise and
supplier development and socio-economic upliftment. In line with this commitment, the Company and
TPC are taking deliberate steps to ensure that the requisite B-BBEE ownership structure is in place at
the time of Admission, reinforcing the Group's dedication to driving equitable participation and long-term
socio-economic impact, and ensuring that the Group remains in compliance with its licensing
requirements on Admission.
Cell C's current empowerment certificate reflects that the company has a level 1 B-BBEE contributor
rating with 40.14% black ownership, 17.01% women ownership and 22.00% black new entrants. The
B-BBEE certificate is valid until 11 December 2025 and Cell C is in the process of obtaining an updated
certificate.
In addition to the B-BBEE ownership structure to be implemented below, the Company's ownership
structure at Admission is currently contemplated, following the implementation of the Group
restructuring described in the Pre-Listing Statement ("Restructuring") and the sale of the Offer Shares,
to include the following B-BBEE / historically disadvantaged persons ("HDP") ownership:
• Flow through B-BBEE / HDP ownership from TPC of c.11.0% to 16.0% (depending on the ultimate
size of TPC's residual shareholding after the private placement); and
• B-BBEE / HDP ownership through the Executive Transfer scheme of c.1.0%.
In order to ensure that, at Admission, Cell C has a minimum of 30% B-BBEE / HDP ownership, BLU,
via TPC, will facilitate a structure that allows a special purpose vehicle to own a direct interest in the
Company, with this interest being vendor funded by TPC. The entity has been registered with the name
of Sisonke Growth Partners Proprietary Limited ("Sisonke" or the "BEE SPV").
As part of the Offering, TPC will sell between 5% and 20% of the Ordinary Shares to the BEE SPV, at
the Offer Price, with the purchase price remaining outstanding on loan account and being paid for over
time through dividends on the Ordinary Shares and proceeds from the sale of Ordinary Shares. The
final allocation to the BEE SPV will be determined based on the level of flow-through B-BBEE / HDP
ownership from (i) other participants in the Offer, as assessed through the allocations / bookbuild
process, and (ii) existing shareholders in the Company and will ensure that the Company has a
minimum of 30% BEE / HDP ownership at Admission. Investors will be requested to provide their
empowerment / HDP credentials, where available, and analysis of investors will be done to ascertain
the level of B-BBEE ownership / HDP ownership from the investor base.
The full empowerment structure as at the time of Admission will be underpinned by the BEE SPV so as
to ensure that the Group's B-BBEE / HDP ownership will not be less than 30% at Admission. The boards
of BLU and the Company have approved the terms on which BEE SPV will acquire up to 20% of the
Ordinary Shares and the requisite transaction agreements have been entered into. This morning, Blu
Label has released a category 2 announcement regarding the facilitation of the empowerment structure
through a vendor funding instrument.
Sisonke will be owned by Fordside Enterprises (Pty) Ltd (2024/366388/07), Sangrilor (Pty) Ltd
(2009/016574/07) and Nubridge Capital (Pty) Ltd (2009/020484/07). All these parties are 100% B-BBEE
owned entities that are not related parties to BLU. The ultimate beneficial shareholders of the BEE SPV
are 100% Black People as confirmed by the shareholding entities' respective BEE certificates / ultimate
beneficial ownership confirmation. These entities have been trusted partners of BLU for a significant
period of time. Included in the Offer is an allocation of up to 68 000 000 Sale Shares translating to up
to ZAR2.4 billion to the BEE SPV. The acquisition of Ordinary Shares by the BEE SPV shall be vendor
funded by TPC and occur as a part of the Offer by TPC and shall not result in any dilution of Cell C's
existing or future shareholders. All transaction agreements including the empowerment investment
agreement have been signed on 12 November 2025.
The BEE SPV and its shareholders will be subject to a lock-up of 6 years. For the first 12 months after
the Admission, the BEE SPV and its shareholders will not be entitled to directly or indirectly dispose of
any Ordinary Shares. For the remaining 5 years of the lock-up, they will be able to directly or indirectly
dispose of up to 20% of the Ordinary Shares held by them per year, but only with the prior consent of
TPC and only if the sale is to a party of equivalent or better B-BBEE / HDP status.
The salient terms of the vendor funding structure and terms related to Sisonke's investment in the
Company have been disclosed in the Blu Label category 2 announcement noted above.
PARTICIPATION IN THE OFFER
The Offer will only be made and implemented, subject to becoming unconditional in accordance with its
terms and conditions:
• in South Africa, to South African Qualifying Investors (as defined in the Pre-Listing Statement)
including: (i) selected institutional investors in South Africa who fall within one of the specified
categories listed in section 96(1)(a) of the Companies Act; or (ii) selected persons, each acting as
principal, acquiring Offer Shares for a total acquisition cost of R1,000,000 or more, as contemplated
in section 96(1)(b) of the Companies Act, in each case, to whom the Offer will be specifically
addressed and will only be capable of acceptance by such addressees;
• within the United States, to persons reasonably believed to be QIBs as defined in, and in reliance
on, Rule 144A under the U.S. Securities Act, or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements under the U.S. Securities Act and applicable
state and other securities laws;
• in a Relevant Member State of the EEA: (a) to Qualified Investors; and (b) in the case of any Offer
Shares acquired as a financial intermediary, as that term is used in the EU Prospectus Regulation,
(i) such Offer Shares acquired by it in the Offer have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in any Relevant Member State other
than Qualified Investors or in circumstances in which the prior consent of the Joint Global
Coordinators and Joint Bookrunners have been given to the offer or resale; or (ii) where such Offer
Shares have been acquired by it on behalf of persons in any Relevant Member State other than
qualified investors, the offer of those Offer Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
• in the United Kingdom, to a Relevant Person; and
• outside the United States, the United Kingdom, the EEA and South Africa to selected persons in
such other jurisdictions in reliance on Regulation S, to whom the Offer will specifically be addressed,
and only by whom the Offer will be capable of acceptance in accordance with the laws and
regulations of their relevant jurisdiction.
The Offer will not be made to, or capable of acceptance by, persons in the Affected Jurisdictions, nor
does it constitute, nor is it intended to constitute, a public offering in any jurisdiction.
LOCK-UP ARRANGEMENTS
TPC and the Company will agree to customary lock-up arrangements prohibiting the sale, transfer or
other disposal of their Ordinary Shares held at Admission for a period of 360 days. Such lock-up
arrangements will be subject to certain exceptions and may be waived with the consent of the Joint
Global Coordinators, as detailed in the Pre-listing Statement.
The BEE SPV will be subject to a lock-up, as described above. Disposals by BEE SPV may only be
made to qualifying B-BBEE parties, subject to the consent of TPC.
The Ordinary Shares held under the Executive Transfer will be subject to restrictive conditions; and the
Company's management team will be unable to dispose of their Ordinary Shares until those Ordinary
Shares are no longer restricted (as further outlined in the Pre-Listing Statement). The senior
management team does not hold any Ordinary Shares in the Company outside of the Executive
Transfer.
OVERVIEW OF THE GROUP
In July 2021, Cell C initiated the implementation of its turnaround strategy, focusing on operational
efficiencies, reducing operational expenditure and optimising traffic. This included a significant reduction
in capex and a conversion from a fixed-cost infrastructure-based network to a variable operational
expenditure model. This, together with the recapitalisation of the debt structure, will result in a significant
improvement in the Group's liquidity and enable its long-term sustainability.
As a result of the turnaround strategy and the debt recapitalisation, Cell C has re-emerged as a lean,
agile and customer-focused telecommunications challenger in South Africa. Its transformation is
underpinned by a low capex and asset-light model that leverages its own scarce spectrum assets in
combination with MTN's and Vodacom's physical radio access network ("RAN") infrastructure. Cell C's
pioneering national dual Multi-Operator Core Network ("MOCN") platform, enables switching between
MTN and Vodacom networks, improving reliability and user experience. This strategy enables Cell C to
deliver national high-grade coverage without the heavy capex investment required to compete on
breadth and quality of coverage. The national dual MOCN platform is underpinned by mutually
beneficial long-term agreements with MTN and Vodacom that ensure capacity prioritisation and access
to its partners' investments in emerging mobile technologies such as "fifth generation" ("5G") mobile
services. This model enhances flexibility, allowing rapid deployment of new products and services while
freeing up resources for innovation, expanding product and service offerings and enhancing customer
experience. It also enhances the robustness of Cell C's network, creating redundancy for customers in
case of outages on one of Cell C's two partner networks.
From a management perspective, Cell C has a strong executive management team in place, and
additional management capacity has been established, enabling focus on key strategic areas that are
expected to result in the successful implementation of its diversified business strategy targeting growth
in its retail and MVNO customer base.
Over the past 24 months, the strengthened Cell C executive management team has been able to
successfully return the Cell C business to a strong growth trajectory, with significant improvement in
both operational and financial metrics, driving the sustainable growth and profitability of the Group going
forward.
As at 31 May 2025, Cell C had approximately 7.57 million mobile subscribers. Prepaid customers
represented approximately 89% of Cell C's total subscriber base, with postpaid customers making up
a minority of the total subscriber base.
In the wholesale and enterprise segment, Cell C is the leading platform for supporting Mobile Virtual
Network Enablers ("MVNEs") and Mobile Virtual Network Operators ("MVNOs") in South Africa. As at
31 May 2025, Cell C had the majority market share (13 MVNOs) of 23 MVNOs in South Africa, according
to the 2025 South African MVNO Market Outlook Report, (Africa Analysis 2025). Cell C had, among
others, the following MVNOs on its network: Capitec Connect (the largest MVNO currently on Cell C's
network), FNB Connect, Shoprite K'nect mobile, uConnect, me&you, smartmobile, C-connect, Old
Mutual Connect and mrpmobile. Cell C is also in negotiations with several potential additional MVNO
partners.
On a standalone basis, during the year ended 31 May 2025, Cell C had ZAR11.1 billion in revenue
compared to ZAR4.6 billion in the five months ended 31 May 2024 (ZAR10.8 billion in the twelve months
ended 31 May 2024). Over the same periods, Cell C had EBITDA of ZAR2.1 billion and ZAR588 million
(ZAR2.0 billion); and EBIT of ZAR1.6 billion and ZAR427 million (ZAR1.4 billion), respectively.
On a Group pro forma basis (including the consolidation of CEC), during the year ended 31 May 2025,
the Group had ZAR13.7 billion in revenue, ZAR3.7 billion in EBITDA and ZAR2.9 billion in EBIT.
On a Group pro forma basis, revenue was comprised primarily of prepaid 42.1%, postpaid 15.3%,
wholesale / B2B 9.8%, roaming and other (including enterprise revenue, fibre to the home revenue and
roaming revenue) 13.1% and equipment 19.7%.
Going forward, the Group will seek to leverage network parity and invest further to enhance customer
offerings and experience. Additionally, the Group will continue improving customer touch points and
journeys through investment in digital platforms for a seamless customer experience.
RATIONALE FOR LISTING
Following the 2022 Cell C recapitalisation, BLU has been assessing further ways to unlock value for its
shareholders. BLU has supported Cell C across a number of transactions since its initial investment in
the business.
As per the SENS announcements released on 16 May 2025, 1 September 2025, 4 September 2025,
22 September 2025 and 5 November 2025, BLU has been considering various strategic options and
initiatives to unlock and deliver value to its shareholders.
From a BLU perspective, the Listing of the Company, together with the benefits to be derived from the
successfully completed turnaround strategy and its improved sustainability, will enhance the value of
the Company and, in turn, restore its shareholder value. Additionally, the Listing of the Company is
expected to deliver significant benefits to BLU and the Company including: providing the Company with
access to capital markets on an independent basis, which it may use to support further growth and to
finance acquisitions or investments; crystallisation of value for BLU shareholders on the investment in
Cell C given that it was undervalued for a number of years; and elevating the Cell C brand through its
Listing on the JSE.
As per the publication of the Cell C presentations on 26 May 2025, 22 September 2025, 6 October
2025, 20 October 2025 and 5 November 2025, (see the SENS announcements released by BLU), under
the leadership of the Cell C executive management team, Cell C has transformed its business model
and is well positioned for the next phase of its development. BLU continues to believe in the strong
investment case of the Group, however the proposed Listing and separation of the Company and BLU
are aimed at ensuring the future success of both businesses.
The main purposes of the Offer and Listing are to:
• provide a platform on which the Company's Ordinary Shares can freely trade and unlock the
inherent value of the business through the Listing and trading of the Ordinary Shares on the
JSE;
• provide the Company with access to capital markets, which it may use to support and develop
further growth of the Group and to finance acquisitions of, or investments in, businesses,
technologies, services, products, software, intellectual property rights, spectrum and other
assets in the future;
• raise Cell C's profile and visibility with its key partners and elevate the Cell C brand through the
listing and trading of the Company's Ordinary Shares on an established exchange and increase
stakeholder awareness regarding the Group's vision, strategy and operations;
• introduce new B-BBEE shareholding;
• provide a platform for management incentives, which are directly aligned to key performance
measures of the Group;
• allow BLU shareholders and potential investors to independently assess the value and strategic
focus of each business; and
• enable TPC to realise a portion of the Group's investment through the Offer, thereby unlocking
value from its shareholding and crystallising the value for TPC and BLU shareholders in the
investment in Cell C.
TPC will receive proceeds from the delivery and settlement of the Sale Shares and the Overallotment
Shares (if any) sold to prospective investors pursuant to the Offer.
THE GROUP'S STRENGTHS
a. Unique capex-light operating model, enabling a leaner and more agile challenger
telecommunications provider
In 2023, Cell C completed a fundamental shift in its operating model by moving away from the
operation of physical towers and radio access networks ("RAN") and refocusing Cell C on
operating a virtualised RAN ("vRAN"), hosted by the two biggest mobile telecom infrastructure
providers in South Africa. Cell C has benefitted significantly from its vRAN. By owning its own
spectrum and utilising excess network capacity that other MNOs sell at a healthy margin, Cell
C achieves strategic flexibility, while avoiding the typical c. ZAR10 billion annual capital
expenditure burden of operating a physical RAN, maintaining capex under ZAR1 billion. Cell C
has leveraged the advantages of its vRAN to achieve greater scalability, enhanced network
performance and speed of service deployment. While Cell C buys capacity on partner networks,
it is fully responsible for, and in control of, its radio spectrum, core network, billing system and
subscriber management, allowing it to generate revenue from the rental of its extra capacity on
its own spectrum to MVNOs. The flexibility of Cell C's operating model and network also leave
it well positioned to adopt new telecom technologies such as satellite, enabling fast expansion
into underserved areas without large infrastructure costs.
Cell C's capex- and asset-light operating model has successfully reduced the infrastructure
burden on Cell C and repositioned it for profitable revenue growth. For example, Cell C's capex
intensity (capital expenditures divided by revenue) was 7.0%, and 5.7%, on a standalone and
pro forma Group basis, respectively, for the period ended 31 May 2025. By shifting capital
expenditure to operational expenditure, Cell C has gained flexibility and improved cost
efficiency, creating a solid foundation for sustainable growth. This transformation is expected to
allow Cell C to invest strategically in its customer experience, digital capabilities and
partnerships to deliver real value to end-users.
b. Pioneering network strategy and infrastructure modernisation, delivering improved
customer experience
At the centre of the Group's network strategy is its unique national dual MOCN operating model.
This model, including Cell C's own spectrum plus roaming agreements with MTN and Vodacom,
gives Cell C's customers access to national-grade coverage and reliability, via either MTN's or
Vodacom's RANs, as well as leading technology such as 5G. Cell C's customers are able to
access Cell C's network through the network sites of either MTN or Vodacom. Cell C SIM cards
can automatically connect a customer to either MTN's or Vodacom's network based on
availability and connectivity. Steering can be controlled by Cell C's core network. If a Cell C
customer does not have coverage on one of these networks, the SIM card can automatically
switch them to the other network if there is coverage. Even though Cell C customers access its
network through the network sites of MTN and Vodacom, the traffic is routed to Cell C's network
for processing, which enables Cell C to retain full control over the customer experience.
This innovative national dual MOCN solution enhances Cell C's network resilience, supports its
customer experience and allows it to offer nationwide coverage in South Africa (network
coverage of 98.7% of South Africa's population). The transition from Cell C's own physical tower
network to its partner network model increased its effective network size from approximately
5,500 sites to over 28,000 sites and is expected to continue to benefit from further network
investments by MTN and Vodacom. This new strategy has seen Cell C, for the first time in its
history, recognised as the joint best in Mobile Network Reliability in South Africa, as awarded
by global independent authority OpenSignal in August 2025. This achievement marks a
significant milestone in Cell C's journey, underscoring the strength of its network transformation
and its commitment to delivering dependable connectivity. Cell C was also joint number one for
Video Experience and Voice App Experience, further validation of the network's progress
across multiple dimensions of customer experience.
c. Cell C has multiple growth engines across key value segments and lines of business,
which position the Group well for its next growth phase
Cell C has built a diversified and scalable revenue model with multiple growth engines across
the personal, digital products and wholesale / B2B segments, which is built to scale with
demand.
The consumer segment comprises mobile prepaid and postpaid mobile services, fixed (home)
service and value-added services. In this segment, Cell C has begun to refocus on the postpaid
segment (which is managed by CEC) to improve customer lifetime value and Average Revenue
Per User ("ARPU"). It has increased its brand and marketing activities to drive market
consideration, and it has increased its focus on device financing. The consumer segment is
underpinned by a strong consumer distribution platform established across wholesale resellers,
retail distribution partners, branded stores and telesales.
Cell C has an informal distribution channel through partner wholesale resellers, led by an
extensive network of "super-dealers" alongside partnerships with leading South African retailers
and banks/financial services providers. Cell C partners with established resellers to distribute
its SIM cards across South Africa. SIM cards are distributed through various last mile hubs and
channels such as retail shops and other sub-dealers. Cell C also has a network of 104 company
owned and franchised stores across South Africa, with refurbished stores rolled out over 50
locations aligned with Cell C's refreshed brand identity. In addition, Cell C has established
relationships with leading retail distribution partners across South Africa, including Pepkor,
Foschini, Shoprite, Retailability, Pick 'n Pay and Pepkor Lifestyle. As at 31 August 2025, these
relationships gave Cell C access to 7,984 distribution partner locations across South Africa.
The wholesale and B2B segment includes enterprise solutions, wholesale and services for
MVNOs and MVNEs and business products. Cell C is moving beyond a simple wholesale model
with value-added services, data insights and advanced enablement tools to secure long-term
growth and differentiation. It is also expanding B2B services to gain traction as a trusted partner
to government and private entities and leveraging its MOCN redundancy capabilities to offer
superior Internet of Things ("IoT") services. Cell C was the first mobile operator in South Africa
to host MVNOs and has since developed a reputation as the "Home of MVNOs" with several
successful brands.
Cell C is in the process of making access available to 5G and VoLTE across its network and,
among other things, enabling its MVNO clients to leverage next generation connectivity and
expand their capabilities. Cell C is also introducing data analytics to optimise customer
engagement and enable data integration with third-party business intelligence platforms, micro-
lending solutions for airtime and data top-ups and monetising APIs and automated invoicing,
contract management, collections and omni-channel customer care. These services place Cell
C in the best position to capture an even greater share of the rapidly growing MVNO market,
which is forecast to reach c. 10.3 million SIM cards by 2028 according to the 2025 South Africa
MVNO Market Outlook Report (Africa Analysis, May 2025).
Cell C has also begun to build out a focused B2B enterprise strategy aiming to serve businesses
with mobile connectivity, fixed wireless access and value-added services. In keeping with its
asset-light model, Cell C is leveraging partnerships to pursue enterprise clients rather than
building out a large direct sales force. Enterprise customers represent an attractive area of
growth as they tend to provide a higher ARPU and more stable revenues and many of these
enterprises are spending greater amounts on digital initiatives to drive efficiency which the
Group can support.
d. The Group is agile and focused with a strong challenger mindset
As a result of, amongst other things, the changes in strategy that the new executive
management team has implemented since 2023, Cell C has emerged as a nimble and
customer-centric challenger telecommunications player in the South African market. Cell C's
new operating model focuses on agility, cost-efficiency and strategic partnerships, allowing it to
deliver innovative solutions and respond quickly to market changes, thereby creating value for
both customer and shareholders.
e. The Group is a lean and agile organisation, supported by an experienced management
team with strong technical and operational expertise
The Group boasts a committed, and resilient management team, with extensive
multidisciplinary experience in the industry that has successfully delivered a turnaround of Cell
C. The Cell C management team has more than 25 years of experience per person, on average.
The team includes one Chartered Accountant (SA), three MBA holders and two Actuarial
Science experts, demonstrating a high level of expertise and professional competence. Having
been built progressively over the past 24 months, the executive team is now fully in place, with
a year of stable, aligned leadership driving strategic execution and business transformation.
The management team is supported by a committed, skilled and diverse employee base of c.
900 people as at 31 August 2025, enabling rapid decision making to deliver innovative solutions
and responding quickly to market changes and strategic objectives. The Group's employee
base allows for a deep bench of leadership, enabling succession and retention of key talent
across the Group.
The management team is supported by an experienced board of directors. The board
collectively brings over a century of leadership and governance experience, anchored by
multiple Chartered Accountants and seasoned executives with advanced degrees in business,
finance and strategy. Their combined expertise spans telecoms, corporate finance, audit,
transformation, public policy, and regional development, with several members having founded
or led prominent firms, chaired audit and governance committees and served on boards of
major listed and unlisted companies. Their qualifications include MBLs, MBAs, international
executive programs and cybersecurity credentials, reflecting a deep and diverse skill set suited
to complex oversight and strategic direction.
f. The Cell C brand is well-established, resilient and ranked in the top 30 South African
brands
Cell C continues to be a highly resilient brand with a loyal customer base, long-established and
respected in the South African market, executing with clear momentum toward becoming a top
three connectivity solutions player. Independent recognition underscores this trajectory. In
August 2025, Cell C was a joint winner for Reliability Experience in OpenSignal's South Africa
report, the first time Cell C has achieved this distinction. The brand also shared the Video
Experience award in the same report and, in July 2025, was recognised as number one in
South Africa for Best Video Experience on 4G and it won a Global Rising Star Award. Beyond
network proof points, Cell C was the industry winner for Home Internet Excellence in the Ask
Afrika Orange Index 2024/25 and was recognised by Kantar BrandZ (2024) among South
Africa's Top 30 most valuable brands.
Since July 2023, Cell C has re-anchored its business model around a clear intent and asset-
light strategy, leveraging access to South Africa's best networks. Cell C underwent a full brand
refresh aimed at developing a customer-centric brand through targeted approaches and
consistent delivery of the new brand purpose and brand values and repositioning launched on
15 August 2024, anchored by the new brand platform "Nothing should stop you", signalling Cell
C's role and purpose as an ally to those the Company serves, which removes friction so
customers can focus on what matters.
Brand momentum is reflected in customer sentiment. Cell C's Net Promoter Score ("NPS") rose
seven points year-on-year, from 23 to 30. Following a Q2 2025 trough of 19, NPS rebounded
strongly with a 10-point gain in Q3 2025 (to 29) and further improved to 30 in Q4 2025. This
reflects the positive impact of the rebrand, proof-led communications, and improving customer
experience, as tracked by the Kantar BrandZ Brand Health Tracker. Cell C's customer
satisfaction survey (prepaid services) has also consistently exceeded benchmarks, with 93.3%
customers satisfied with its services in the year ended 31 May 2025, compared to 92.4% in the
five months ended 31 May 2024, 91.2% in the year ended 31 December 2023 and 89.0% in
the year ended 31 December 2022. In addition, as of August 2024, Cell C has launched a
refreshed brand positioning, expanded its national franchise model and revamped more than
60 retail stores, all reinforcing Cell C's commitment to customer experience and operational
agility.
g. Cell C has completed a turnaround with strong financial improvements in margins, debt
reduction and cost base
Cell C has successfully executed a high-impact turnaround strategy that has stabilised and
streamlined the business and has positioned it for future growth. Since the implementation of
its turnaround strategy, Cell C has experienced improvements in its revenue diversification and
cost containment.
In the first six months after deactivating its remaining towers in June 2023, Cell C delivered
incremental revenue of ZAR300 million and undertook a number of cost-cutting measures,
resulting in approximately ZAR300 million of reduced costs. It also renegotiated a significant
number of its critical agreements, unlocking approximately ZAR2 billion in net savings and
recouping approximately ZAR400 million in cash, including landmark roaming agreements for
network parity which are pivotal to business sustainability.
In the year ended 31 May 2025, Cell C's EBITDA margin was 18.9%, compared to 12.7% in the
five months ended 31 May 2024 (18.3% in the 12 months ended 31 May 2024). Over the same
period, Cell C's EBIT margin was 14.3%, compared to 9.2% in the five months ended 31 May
2024 (13% in the 12 months ended 31 May 2024).
In the year ended 31 May 2025, Cell C's standalone net debt to EBITDA was 2.7x compared to
4.3x in the twelve months ended 31 May 2024. These efforts, together with the recapitalisation
of the Group's debt structure, have resulted in a deleveraging of the balance sheet, significantly
improving Cell C's liquidity, and thereby positioning Cell C for long-term sustainable growth.
Upon Listing, assuming that all of the steps of the Restructuring have been successfully
completed, the Group is expected to have a gross debt of ZAR2.75 billion.
h. The Company is well-positioned for the public markets
In preparation for Listing, the Company has undertaken key steps to ensure that it is well-
positioned for the public markets. The Company has strengthened its governance structures
and has concluded all agreements to effect the Restructuring as outlined in the Pre-Listing
Statement, which will significantly simplify the Company's ownership structure and ensure that
the Company is appropriately structured for success in the listed environment. As part of the
turnaround strategy, the Company has strengthened its board of directors and audit and risk
functions. In June 2023, Cell C appointed two new independent non-executive board members,
which has strengthened the board's independence and telecommunications experience. Two
non-independent directors also ceased to be board members of the Company.
In addition, the Group is significantly simplifying its capital structure. Prior to the Restructuring,
the Group's capital structure included significant shareholder loans owed to TPC and other
shareholders and legacy third-party debt. These liabilities have hampered the Group's ability to
fund its growth plans. Due to various historic funding transactions, TPC acquired various
tranches of airtime from Cell C at a discount to face value in order to provide liquidity to Cell C
for its cash requirements. TPC will return a significant portion of airtime back to Cell C as part
of the Restructuring.
The Company believes that the Restructuring, which will be implemented shortly before Listing,
will eliminate the complexities in its capital structure, optimise its balance sheet and promote
efficiencies by insourcing its key operational units.
STRATEGY AND PROSPECTS
The Group's strategy is governed by its purpose to be an ally to those it serves. Its vision is to be the
first choice for customers because the Group puts them at the heart of everything it does. The Listing
is expected to be an enabler of its strategy, as it will elevate the Cell C brand, enhance access to capital
to sustain growth, instil public transparency and market discipline, and enhance the Group's profile with
key partners.
Within this framework, the Group has built its strategy on five key pillars aimed at unlocking the full
potential of its unique operating model in South Africa. These are:
a. Addressing network quality and perception
The Group plans to continue to build on its brand and network quality perception, using third-
party validation such as OpenSignal and Ask Afrika Internet Excellence recognitions, as well
as transparent cues (coverage maps, speed checks, etc.). The Group's move to its national
dual MOCN model has eliminated the requirement to fund or maintain thousands of towers,
keeping capital intensity structurally lower than peers.
b. Reinforcing value perception to drive growth
With traditional revenues under pressure, the Group intends to drive growth in diversified
customer segments, particularly in MVNOs, creating sustainable revenue streams.
The Group's customer base is currently partially diversified with Prepaid, Postpaid, Wholesale
(including MVNOs), roaming and other (including enterprise revenue, fibre to the home revenue
and roaming revenue) and equipment representing, respectively, 42.1%, 15.3%, 9.8%, 13.1%
and 19.7% of revenue for the year ended 31 May 2025 on a Group pro forma basis. In the same
period, the Group had 4.489 million MVNO Home Location Registers. The Group intends to
further balance its exposure across these groups, creating greater resilience and reducing the
Group's dependence on any one particular segment. Specifically, greater exposure to
Wholesale (including MVNOs) provides more predictable, annuity-like revenues and can
provide a consistent underpinning to earnings, even in competitive or turbulent consumer
markets.
c. Leveraging partnerships to boost revenue
The Group is in the process of building out its partnerships to create a digital solutions
ecosystem to unlock new verticals and revenue streams, enabling capex-light expansion in a
highly competitive, regulated market. It intends to embed partnerships at the core of its business
model to enable capex-light entry into high-growth verticals, positioning Cell C as an ecosystem
orchestrator rather than a pure connectivity provider. The advantages of this partner ecosystem
model include financial efficiency, operational agility, expanded market access and additional
long-term growth levers.
The Group has active strategic partnerships with IoT, cloud and managed security providers,
expanding its digital solutions footprint. It is also active in public sector pilots in e-government
services, which has the potential to create a pipeline of scalable solutions. The Group expects
that its MVNO clients and channel partners will actively seek to cooperate with the Group on
new joint growth initiatives to expand into new market segments, as these partnerships offer
great benefits to both parties. The Group's ecosystem's revenue-sharing and margin models
are cash efficient and reduce capital requirements needed for new product launches and entry
into new markets. Group partners bear a significant amount of the cost of developing new
products and the Group and the partner then share in the revenue derived from the product.
Cell C will continue to grow the MVNO platform, offering value-added services, analytics, and
enablement tools to attract new partners and deepen existing relationships. Cell C will also
leverage the scalable, capex-light model to support new entrants and niche brands, capturing
a greater share of the expanding MVNO market.
d. Delivering best-in-class experience
Part of the Group's strategy is to further drive customer growth in the retail segment through a
commitment to delivering best-in-class customer service and experience. The Group will
redefine service excellence through human-centered design and digital-first support,
positioning Cell C as the trusted ally customers rely on. Cell C will invest in digital platforms,
self-service channels, and omni-channel support to enhance customer journeys, reduce cost-
to-serve, and improve retention.
The Group has also revamped its customer app to enhance usability. The Group is now
developing digital-first channels and redesigned customer touchpoints to reduce its cost-to-
serve and meet rising expectations, improving satisfaction and loyalty. It will also optimise its
overall sales channels, including its website, further enhancing the new Cell C app and USSD
to provide additional opportunities for seamless and frictionless self-service support and
onboarding. The Group believes that this process will allow it to avail itself of additional
operational efficiencies. Digital-first channels reduce the Group's cost-to-serve while improving
satisfaction, driving improved retention which reduces churn costs. Increased lifetime value per
customer drives direct EBITDA uplift.
In addition, the Group has already refurbished more than 50 stores in line with the Group's
brand refresh and is franchising a number of its company-owned stores to drive focused
execution. It is also expanding its retail footprint to strengthen accessibility and market
presence.
e. Driving an infectious brand connection
Cell C has repositioned itself as a spirited disrupter, shifting from a transactional telecom
company to a purpose-led brand that resonates emotionally with customers and communities.
The brand's purpose is to be an empathetic, bold and practical ally to those it serves, by
simplifying connectivity. It aims to create emotional stickiness with its customers that reduces
churn and increases customer lifetime value, transforming the brand into a core asset. Cell C
will leverage high-ROI sponsorships (e.g., Sharks rugby, Comrades Marathon) and targeted
campaigns to increase brand salience and customer growth.
The unifying platform "Nothing should stop you" is intended to signal that, through the right
alliances with customers, partners, and communities, South Africans can progress without
friction, with Cell C enabling that progress. By driving an infectious brand connection, Cell C
aims to elevate its reputation and preference, broaden its market relevance, and create long-
term enterprise value.
This brand ambition is anchored in moving beyond the traditional challenger role. The 2024
rebrand deliberately shifted Cell C from "challenger" to first-choice connectivity brand, aligning
identity, tone, retail, digital and service under a single platform. The rebrand campaign
successfully improved brand relevance and trust perception.
The Group plans to increase its visibility in the retail market to reinforce customers' connection
to the brand and to drive further adoption of its services. Looking ahead, Cell C will scale a
single, proof-first "Nothing should stop you" marketing platform across media, sponsorships and
the new Cell C app to build an "infectious brand connection" that deepens customer advocacy
and supports disciplined, return-focused growth.
OUTLOOK
Certain statements in this section, including in particular the unaudited financial targets
described below, constitute forward-looking statements. These forward-looking statements are
not guarantees of future financial performance and the Group's actual results could differ
materially from those expressed or implied by these forward-looking statements as a result of
many factors, including, but not limited to, those described under the disclaimer. Investors are
strongly urged not to place undue reliance on any of the statements set forth below. The Group
can give no assurance that the targets and outlook described below will materialise or prove to
be correct. Because these statements are based on assumptions or estimates and are subject
to risks and uncertainties, the actual results or outcome could differ materially from those
described below.
The table below sets out the Group's outlook for the 2026 and 2027 fiscal years and for the medium-
term (i.e. the next three-to-five years).
Near-term (1) Medium-term
Net revenue growth Low to mid single digits Mid single digits
EBITDA margin Low twenties Mid twenties
EBIT margin Around mid teens Mid to high teens
Capital intensity ratio Mid single digits as a % of revenue Low to mid single digits as a % of revenue
Capital structure Dividend payout of 30-50% of free cash flow Dividend payout of 30-50% of free cash flow
<1.0x net debt /EBITDA
(1) Short term guidance considers the year ended 31 May 2025 pro forma numbers as the base year
The Group's objective is to maintain a strong capital base to support growth, optimise leverage and
drive returns. Given the Group's expected growth in the medium-term, operational cash requirements
and the imperative to retain balance sheet flexibility in support of Cell C's growth strategy, the Group is
targeting an indicative leverage ratio of less than 1.0x (net debt to EBITDA) in the medium-term.
SALIENT FINANCIAL INFORMATION
The following table presents selected financial information for the Group for the period indicated:
(ZAR millions) Group pro forma
year ended 31 May
2025
Revenue 13 714
Other income 1 053
Direct expenses (7 331)
Employee benefits expense (877)
Depreciation and amortisation (751)
Impairment loss reversal/(impairment loss) on trade receivables (483)
Other expenses (2 425)
Profit before net finance costs, equity-accounted profit and tax 2 901
Finance costs (1 417)
Finance income 41
Profit before tax 1 525
Income tax expense 1 970
Profit for the year 3 496
DIRECTORS
Details of the Directors as at the Last Practicable Date are set out below:
Name, age and nationality Business address Position
Johannes Sanyana Mthimunye Waterfall Campus, corner Independent Non-
(60), South African Maxwell Drive & Executive Director and
Pretoria Main Chairman
Road, Buccleuch
Extension 10
Skhulumi Jeremia Vilakazi (64), Waterfall Campus, corner Non-executive director
South African Maxwell Drive &
Pretoria Main
Road, Buccleuch
Extension 10
Sindiswa Victoria Zilwa (58), Waterfall Campus, corner Independent Non-
South African Maxwell Drive & Executive Director
Pretoria Main
Road, Buccleuch
Extension 10
Godfrey Nkosingiphile Motsa Waterfall Campus, corner Independent Non-
(52), South African Maxwell Drive & Executive Director
Pretoria Main
Road, Buccleuch
Extension 10
Maya Makanjee (63), South Waterfall Campus, corner Independent Non-
African Maxwell Drive & Executive Director
Pretoria Main
Road, Buccleuch
Extension 10
Joaquin Jorge Cerqueira Mendes Waterfall Campus, corner Chief Executive Officer
(51), South African Maxwell Drive & and Executive Director
Pretoria Main
Road, Buccleuch
Extension 10
El Tshegofatso Kope (45), Waterfall Campus, corner Chief Financial Officer
South African Maxwell Drive & and Executive Director
Pretoria Main
Road, Buccleuch
Extension 10
Further details of the Directors of the Company, including information as to their other directorships held
in the past five years, as well as details of members of the board of directors of the operating
Subsidiaries of the Group are set out in "Part X – Directors, Senior Management and Corporate
Governance" of the Pre-listing Statement.
IMPORTANT DATES AND TIMES
The following indicative timetable sets out the expected dates for the implementation of the Offer and
Admission:
Key action 2025
Opening date of the Offer at 09:00 on Thursday, 13 November
Publication of the Pre-listing Statement on the Company's website Thursday, 13 November
on
Release of the abridged Pre-listing Statement on SENS on Thursday, 13 November
Publication of the abridged Pre-listing Statement in the press on Friday, 14 November
Last date and time for indications of interest for purposes of book
building to be received up until 12:00 on Friday, 21 November
Closing date of the Offer at 12:00 on Friday, 21 November
Successful applicants advised of allocations on Friday, 21 November
Publication date of the final Offer Price and final number of Offer
Shares released on SENS on Monday, 24 November
Settlement Date Thursday, 27 November
Admission Date Thursday, 27 November
The expected dates and times listed above may be subject to change. Any material changes will be
announced on SENS. All references to times are to South African standard time, unless otherwise
stated.
COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is only available in English and copies may be obtained from Company's
registered office and the Sponsor's offices set out in "Part I - Corporate Information" during Business
Hours from the date of issue of the Pre-listing Statement until the Admission Date (both days inclusive).
A copy of the Pre-listing Statement and this abridged Pre-listing Statement will also be available on the
Company's investor relations website, www.worldofcellc.co.za and on Blu Label's investor relations
website, https://www.bluelabeltelecoms.co.za. Requests for electronic copies of the Pre-listing
Statement and this abridged Pre-listing Statement may be made by emailing the Company Secretary
at companysecretary@cellc.co.za.
13 November 2025
Transaction Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Joint Global Coordinator, Financial Adviser to Blu Label and Cell C and Stabilisation Manager
Rand Merchant Bank (a division of FirstRand Bank Limited)
Dave Sinclair
+27 11 282 8077
Joint Global Coordinator
Morgan Stanley & Co. International plc
Jako van der Walt
Natasha Sanders
+44 (0) 20 7425 8000
Joint Global Coordinator and Financial Adviser to Blu Label
Investec Bank Limited
Jarrett Geldenhuys
+27 11 286 7000
South African legal adviser to the Company
DLA Piper Advisory Services Proprietary Limited
International legal adviser to the Company
DLA Piper UK LLP
South African legal adviser to the Joint Global Coordinators
Bowman Gilfillan Inc. t/a Bowmans
International legal adviser to the Joint Global Coordinators
Milbank LLP
South African legal adviser to TPC and Blu Label
Werksmans Attorneys Inc.
Independent Auditor
SNG Grant Thornton
Investor Relations
investorrelations@cellc.co.za
Media
media@cellc.co.za
DISCLAIMER
Forward looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible
future actions, including the Offer and Listing. Forward-looking statements as a general matter are all
statements other than statements as to historical facts or present facts or circumstances and may be
identified by the use of forward-looking terminology, including the words "attempt", "believe", "continue",
"can", "calculate", "could", "estimate", "expect", "forecast", "guidance", "intend", "may", "might", "plan",
"potential", "predict", "prepare", "projected", "should", "shall", "will" or "would" or, in each case, their
negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. Forward-looking statements may and often do differ materially from
actual results. All forward-looking statements are solely based on the views and considerations of the
board of directors of the Company, and in particular as at the date hereof. These statements involve
risk and uncertainty as they relate to events and depend on circumstance that may or may not occur in
the future. These forward-looking statements are based on various estimates and/or assumptions
subject to known and unknown risks, uncertainties and other factors that may cause future events or
the Group's actual results, performance or achievements to materially differ from those expressed or
implied by these forward-looking statements. Investors are cautioned not to place undue reliance on
the forward-looking statements. These forward-looking statements have not been reviewed or reported
on by the Group's external auditors.
BLU and the Group expressly disclaims any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as a result of new information,
future developments or otherwise, and the distribution of this announcement shall not be deemed to be
any form of commitment on the part of BLU or the Company to proceed with the proposed Restructuring
or to facilitate a separation and potential future listing of the Company or any transaction or arrangement
referred to therein.
Important information
The information contained in this announcement is subject to change, is provided for background
purposes only and does not purport to be full or complete. No reliance may be placed by any person
for any purpose on the information contained in this announcement or its accuracy, fairness or
completeness.
This announcement does not constitute or form part of any offer or invitation to sell or issue, any offer
or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer
to purchase or subscribe for, any shares or securities in the Company, Cell C, any other member of the
Group or in any other entity in any jurisdiction.
None of Blu Label, the Joint Global Coordinators (or any of their respective affiliates) or any of their (or
their affiliates') directors, officers, employees, advisers or agents accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy
or completeness of the information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, Cell C, their subsidiaries or
associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. Accordingly, Blu Label, the Joint Global Coordinators (and
any of their respective affiliates) and any of their (or their affiliates') directors, officers, employees,
advisers or agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for
any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this
announcement, whether in tort / delict, contract or otherwise which they might otherwise have in respect
of this announcement or its contents or otherwise arising in connection therewith.
The Joint Global Coordinators are acting exclusively for the Company and no one else in connection
with the Offer. They will not regard any other person as their respective clients in relation to the proposed
Offer and will not be responsible to anyone other than the Company for providing the protections
afforded to their respective customers or for giving advice in relation to the proposed Offer and the
Listing or any transaction or arrangement referred to herein.
In connection with the Offer, each of the Joint Global Coordinators and any of their respective affiliates,
may take up a portion of the shares in the Offer as a principal position and in that capacity may retain,
purchase or sell for its own account such securities and any shares or related investments and may
offer or sell such shares or other investments otherwise than in connection with the proposed Offer.
Accordingly, references in the Pre-Listing Statement, if published, to shares being offered or placed
should be read as including any offering or placement of shares to any of the Joint Global Coordinators
or any of their respective affiliates acting in such capacity. In addition, certain of the Joint Global
Coordinators or their affiliates may enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which such Joint Global Coordinators (or their affiliates)
may from time to time acquire, hold or dispose of shares. None of the Joint Global Coordinators intend
to disclose the extent of any such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
This announcement is not for release, publication, or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any State of the United States and the District
of Columbia), Australia, Canada or Japan or any other jurisdiction if such distribution is restricted or
prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If
the distribution of this announcement and any accompanying documentation in or into any jurisdiction
outside of South Africa is restricted or prohibited by, or would constitute a violation of, the laws or
regulations of any such jurisdiction, such document is deemed to have been sent for information
purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any
applicable requirements or restrictions. Any failure to comply with the applicable requirements or
restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities mentioned herein (the 'Securities') have not been and will not be, registered under the
US Securities Act of 1933, as amended (the 'Securities Act') or under any securities laws of any state
or other jurisdiction of the United States. The Securities may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offer of securities in the United States, Canada, Australia and
Japan.
In the United Kingdom, this communication is only directed at persons who are 'qualified investors'
within the meaning of Article 2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 who are also; (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the 'Order'); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other
persons to whom it may be lawfully communicated (all such persons in (i), (ii) and (iii) above, together
being referred to as 'relevant persons'). In the United Kingdom, any invitation, offer or agreement to
subscribe for, purchase or otherwise acquire Securities will be engaged in only with relevant persons.
Any person in the United Kingdom who is not a relevant person should not act or rely on this
communication or any of its contents.
In any member state of the European Economic Area, this communication is only directed at qualified
investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129, and
no person that is not a qualified investor may act or rely on this communication or any of its contents.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South
African Companies Act, No. 71 of 2008 (as amended) or otherwise (the 'Act') and will not be distributed
to any person in South Africa in any manner that could be construed as an offer to the public in terms
of the Act. Accordingly, this announcement does not constitute a 'registered prospectus' or an
'advertisement' relating to an 'offer to the public', as contemplated by the Act. No prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of
this information.
The contents of this announcement have not been reviewed by any regulatory authority, other than the
JSE. This announcement does not take into account the investment objectives, financial situation or
needs of any particular person. Further, the information contained herein is only preliminary and
indicative and does not purport to contain any information that would be required to evaluate the Group,
its respective financial position and/or any investment decision.
This announcement is not intended to provide, and should not be relied upon for, accounting, legal or
tax advice nor does it constitute a recommendation regarding any potential securities offering. In
particular, the information contained in this announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act,
No. 37 of 2002 (as amended), and should not be construed as an express or implied recommendation,
guide or proposal that any investment in the Group or Cell C, is appropriate to the particular investment
objectives, financial situations or needs of any prospective investor, and nothing in this announcement
should be construed as constituting the canvassing for, or marketing or advertising of, financial services
in South Africa.
Date: 13-11-2025 08:30:00
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,
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