Wrap Text
Category 2 announcement in relation to the Cell C BEE SPV
Blu Label Unlimited Group Limited
(formerly known as "Blue Label Telecoms Limited")
(Incorporated in the Republic of South Africa)
(Registration number: 2006/022679/06)
JSE share code: BLU
ISIN: ZAE000109088
("Blu Label", "BLU" or "the Company")
CATEGORY 2 ANNOUNCEMENT IN RELATION TO THE CELL C BEE SPV
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
Capitalised terms not defined have meanings as set out in the Cell C Holdings Limited ("Cell C Holdings") pre-
listing statement to be published on 13 November 2025 (the "PLS")
SALIENT FEATURES
• Cell C Holdings and The Prepaid Company Proprietary Limited ("TPC") are taking deliberate steps to ensure
that, upon its Listing on the JSE, Cell C Holdings has the minimum percentage ownership by Historically
Disadvantaged Persons ("HDPs") required under the ownership regulations promulgated by the
Independent Communications Authority of South Africa ("ICASA") (being 30% HDP ownership determined
on the basis of the flow-through principle).
• For this purpose, the BEE SPV Transaction will ensure that the BEE SPV is fully funded to acquire between
5% and 20% of the Cell C Holdings Shares in terms of the Offer and the Listing, depending on the level of
B-BBEE / HDP ownership contributions to Cell C Holdings from existing shareholders and the investor base.
• The acquisition of Cell C Holdings Shares by the BEE SPV shall occur as part of the sell-down by TPC in
terms of the Offer and the Listing and shall not result in any dilution of Cell C Holdings' existing or future
shareholders.
• The BEE SPV and its shareholders will be subject to a lock-up of 6 years, on the terms described below.
• The BEE SPV structure provides investors with comfort that Cell C Holdings has the requisite level of B-
BBEE ownership at the time of Listing.
1. INTRODUCTION
Further to BLU's announcements released on the Stock Exchange News Service ("SENS") of the JSE on
16 May 2025, 1 September 2025, 4 September 2025, 22 September 2025 and 5 November 2025 regarding
a potential restructure of BLU and its subsidiaries ("BLU Group"), BLU released an intention to float ("ITF")
announcement on 5 November 2025 which outlined Cell C Holdings' intention to list on the Main Board of
the Johannesburg Stock Exchange, a securities exchange operated by the JSE Limited (the "JSE"), through
an offering of existing shares by TPC, a wholly-owned subsidiary of BLU (the "Listing").
On Listing, following the Restructuring described in the PLS, Cell C Holdings will be the holding company
of the Cell C group, which will include Cell C Limited ("Cell C") and Comm Equipment Company
Proprietary Limited (Cell C Holdings and its subsidiaries as at Listing are referred to as "Cell C Group").
Cell C Holdings 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, Cell C Holdings recognises the critical role it plays in redressing
historical inequalities and fostering inclusive economic participation. In line with this commitment, Cell C
Holdings and TPC are taking deliberate steps to ensure that the requisite B-BBEE ownership structure is in
place at the time of Listing, reinforcing Cell C Holdings' dedication to driving equitable participation and long-
term socio-economic impact and ensuring that the Cell C Group remains in compliance with its licensing
requirements on Listing.
In order to ensure that, at Listing, Cell C Holdings has a minimum of 30% HDP ownership, BLU, via TPC,
will facilitate a structure that allows Sisonke Growth Partners Proprietary Limited (the "BEE SPV") to acquire
a direct interest in Cell C Holdings as part of the sell down under the Listing (the "Offer"), with this acquisition
being vendor-funded by TPC ("BEE SPV Claim"). As part of the sell down under the Offer, TPC will sell
between 5% and 20% of Cell C Holdings' ordinary equity shares ("Cell C Holdings Shares") to the BEE
SPV, with the purchase price remaining outstanding on loan account and being paid for over time through
dividends on the Cell C Holdings Shares and proceeds from any sale of Cell C Holdings Shares ("BEE SPV
Transaction"). The acquisition of Cell C Holdings Shares by the BEE SPV shall occur as a part of the sell-
down by TPC under the Offer and Listing and shall not result in any dilution of Cell C Holdings' existing or
future shareholders.
The final allocation to the BEE SPV will be determined based on the level of flow-through BEE / HDP
ownership from other investors in the Listing, as assessed through the allocations / bookbuild process, as
well as HDP ownership of existing shareholders in Cell C, so as to ensure that Cell C Holdings has a
minimum of 30% HDP ownership at Listing. The purpose of the BEE SPV structure is therefore to ensure
that Cell C Holdings' HDP ownership will not be less than 30% at Listing. The BLU board has approved the
vendor funding of the full structure by TPC.
2. DESCRIPTION OF BLU, THE CELL C GROUP AND THE BEE SPV
Overview of BLU
BLU is a leading digital distribution company, seamlessly connecting people with essential products and
services. BLU specialises in prepaid solutions, virtual goods and value-added offerings, making them readily
available to the mass market. Listed on the JSE since 2007, BLU derives its strength from its extensive
distribution network and building long-term partnerships. BLU's proprietary platforms enable mobile
networks, utilities, banks, retailers, petroleum companies and point-of-sale devices to drive consumer-
centricity and speed to market, while ensuring the stability and security of its systems. BLU has an extensive
distribution footprint across South Africa. Mobile networks, utilities, banks, retailers and others leverage
BLU's proprietary platforms for efficient consumer engagement and rapid product launches, all backed by
robust and secure systems.
Overview of the Cell C Group
Cell C Group is a telecommunications and technology group within the South African market with a highly
recognisable brand and strong market presence. Cell C Group has a diversified business model across its
retail and wholesale businesses and is the leading enabler of mobile virtual network operators in South
Africa. Cell C Group has taken a capital-light approach to its mobile network, utilising its own spectrum
assets in combination with physical network infrastructure owned by other mobile network operators. Going
forward, Cell C Group will leverage the flexibility that comes with its capital-light model and the ability to
roam across partner networks and will invest further to enhance customer offerings and experience.
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 Cell C Group going
forward.
Overview of BEE SPV
The BEE SPV is owned by Fordside Enterprises Proprietary Limited (sole shareholder being Ebrahim
Ghood), Sangrilor Proprietary Limited (the ultimate beneficial owners of which being Mahomed Shaheen
Cassim Bawa, Tariq Jason Bawa, Aniqa Lydia Bawa and Shaala Katarina Bawa) and Nubridge Capital
Proprietary Limited (sole shareholder being Joanna N Mostert). 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 all
100% black people as confirmed by the shareholding entities' respective B-BBEE certificates / ultimate
beneficial ownership confirmation. These entities are all credible parties and have been trusted partners to
BLU for a significant period of time.
3. TRANSACTION RATIONALE
BLU has been considering various strategic options and initiatives to unlock and deliver value to its
shareholders, including the separation and Listing of Cell C on the JSE. A key element of a successful
Listing is ensuring that Cell C's existing empowerment credentials are not materially adversely impacted by
the Listing.
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 facilitation of B-BBEE ownership through the BEE SPV Transaction, Cell C Holdings'
ownership structure at Listing is currently contemplated to include the following B-BBEE / HDP ownership:
• Flow-through B-BBEE / HDP ownership from TPC of c. 11.0% – 16.0% (depending on the ultimate
size of TPC's residual shareholding after the Listing); and
• B-BBEE / HDP ownership through the transfer to Cell C management of c.1.0%.
In addition to the above, the BEE SPV Transaction will result in the BEE SPV acquiring between 5% and
20% of the Cell C Holdings Shares as a part of the Offer. This will ensure that Cell C Holdings' HDP
ownership at Listing will be above 30%, as required by the ICASA ownership regulations.
4. SALIENT TERMS OF THE BEE SPV TRANSACTION
The BEE SPV will be fully funded by TPC through the BEE SPV Claim for purposes of acquiring Cell C
Holdings Shares in the Offer. The salient terms of the BEE SPV Transaction are outlined below:
• vendor funding instrument provided by TPC to the BEE SPV for the full value of the Cell C Holdings
Shares transferred as well as certain costs;
• outstanding balance to bear interest at prime plus 3.75%;
• TPC will charge a raising fee of 3%;
• obligations of the BEE SPV to TPC will be secured in terms of a pledge and cession over the
BEE SPV's shares in Cell C Holdings and a pledge and cession over the shareholders' shares in
the BEE SPV to TPC;
• 90% of the dividends received by the BEE SPV to be used to settle its obligations to TPC and the
balance paid to its shareholders; and
• all proceeds from the disposal of Cell C Holdings Shares to be used to settle amounts owing to
TPC, with any balance paid to the shareholders of the BEE SPV.
The BEE SPV and its shareholders will be subject to a lock-up of 6 years:
• for the first 12 months after the Listing, the BEE SPV and its shareholders will not be entitled to
directly or indirectly dispose of any Cell C Holdings Shares; and
• for the remaining 5 years of the lock-up, they will be able to directly or indirectly dispose of up to
20% of the Cell C Holdings Shares held by them to a party of equivalent or better B-BBEE / HDP
status, with the consent of TPC.
The BEE SPV Transaction will become effective on or about 27 November 2025, subject to the fulfilment or
waiver of the suspensive conditions set out in paragraph 6 below.
5. THE BEE SPV TRANSACTION CONSIDERATION
The value of the BEE SPV Claim will be dependent upon the offer price of the Cell C Holdings Shares as
determined by the Offer and Listing, as well as the number of Cell C Holdings Shares which are sold to the
BEE SPV in terms of the Offer, which will ultimately depend on the ultimate flow-through B-BBEE / HDP
ownership that comes from other investors in Cell C Holdings and the percentage shareholding which the
BEE SPV will need to hold to ensure that Cell C Holdings' HDP ownership at Listing will be above 30%.
Based on the pricing range announced this may be between R2.4 billion and R2.0 billion assuming that
TPC sells a maximum of 20% of the Cell C Holdings Shares to the BEE SPV in the Offer.
6. SUSPENSIVE CONDITIONS TO THE BEE SPV TRANSACTION
The implementation of the BEE SPV Transaction is subject to the fulfillment, or waiver, as the case may
be, of various suspensive conditions, including:
• the requisite board and shareholder approvals from the BEE SPV and each of its shareholders;
• the consent of TPC's institutional lenders and preference shareholders; and
• execution of the transaction documents relating to the BEE SPV Transaction.
7. CATEGORISATION OF THE BEE SPV TRANSACTION
The facilitation of the BEE SPV Transaction constitutes a category 2 transaction for BLU, as contemplated
in Section 9 of the JSE Listings Requirements and, as such, no shareholder approval is required.
8. FINANCIAL EFFECTS OF THE BEE SPV TRANSACTION
It is advised that the value of the BEE SPV Claim will be dependent upon the offer price of the Cell C
Holdings Shares as determined by the Offer and Listing, as well as the number of Cell C Holdings Shares
which are sold to the BEE SPV in terms of the offer, which will ultimately depend on the ultimate flow through
B-BBEE / HDP ownership that comes from other investors in Cell C Holdings and the percentage
shareholding which the BEE SPV will need to hold to ensure that Cell C Holdings' HDP ownership at Listing
will be above 30%. Based on the pricing range announced this may be between R2.4 billion and R2.0 billion
assuming that TPC sells a maximum of 20% of the Cell C Holdings Shares to the BEE SPV in the Offer.
Sandton
13 November 2025
Financial Adviser and Transaction Sponsor to BLU and Cell C
Rand Merchant Bank (A division of FirstRand Bank Limited)
Financial Adviser to BLU
Investec Bank Limited
Legal Adviser to BLU and TPC
Werksmans Attorneys Inc.
Legal Adviser to Cell C
DLA Piper Advisory Services Proprietary Limited
Forward-looking information contained in this announcement
This announcement contains certain forward-looking statements which relate to the BLU Group's possible future
actions, long-term strategy, performance, liquidity position and financial position. All statements other than
statements of historical fact are, or should be deemed to be, forward-looking statements. All forward-looking
statements are solely based on the views and considerations of the BLU board, 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 BLU Group's actual results, performance or achievements to differ materially 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 BLU Group's external
auditors.
BLU and its affiliates expressly disclaim 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 to proceed with the Restructuring, to facilitate a separation and potential future listing of Cell C or any
other transaction or arrangement referred to in this announcement.
Important Information
The information contained in this announcement is 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 BLU, Cell C Holdings, Cell C Limited or in any other member of the Cell C Group or
entity in any jurisdiction.
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.
There will be no public offer of securities in the United States, Canada, Australia and Japan.
The securities mentioned in this announcement (the "Securities") have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or
other jurisdiction of the United States and 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 applicable
exemption from, or in a transaction not subject to, the registration requirements of the US 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 the Securities in the United States.
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 is made for information purposes only and 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 BLU 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 BLU Group, Cell
C Holdings 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
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