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Announcement regarding Cell C Holdings’ Pre-listing statement
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")
ANNOUNCEMENT REGARDING CELL C HOLDINGS' PRE-LISTING STATEMENT
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
Shareholders are referred to the announcement released by Cell C Holdings Limited ("Cell C
Holdings") today, 13 November 2025, in which Cell C Holdings issued its pre-listing statement ("PLS")
and listing price range pursuant to its intention to list its ordinary shares on the securities exchange
operated by the JSE Limited ("JSE").
A comprehensive presentation on the pre-listing restructuring of Cell C Holdings as well as the business
strategy, business model, current financial performance and forward-looking outlook has been made
available today 13 November 2025 and can be accessed via the following link:
https://www.bluelabeltelecoms.co.za/presentation.php
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
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 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 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 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 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 ListCo, Cell C or in any other 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 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, Cell C
Listco 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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