Wrap Text
Update on offer price and bookbuilding process
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
UPDATE ON OFFER PRICE AND BOOKBUILDING PROCESS
THE ANNOUNCEMENT 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 ANNOUNCEMENT 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")
On Thursday 13 November 2025, the Company published its Pre-listing Statement and announced an
indicative Offer Price Range of ZAR29.50 to ZAR35.50 per Offer Share. This pricing range implied a
market capitalisation for the Company of between c.ZAR10 billion and c.ZAR12 billion.
Following the ongoing bookbuild process, Blu Label Unlimited Group Limited ("Blu Label") approved a
final Offer Price of ZAR26.50 per Offer Share, which implies a market capitalisation of the Company of
c.ZAR9 billion based on 340 million Ordinary Shares in issue at the time of Admission.
As noted in the Pre-listing Statement, the Offer also included an Overallotment Option, granted by the
Selling Shareholder to the Stabilisation Manager to purchase up to 9 520 000 Overallotment Shares,
for the purpose of covering short positions for Ordinary Shares overalloted in the Offer. It is no longer
intended to overallot any Ordinary Shares in the Offer.
The bookbuilding period for the Offer will be extended until 16:00pm South African standard time on
Friday, 21 November 2025. This extension provides investors with additional time to consider the final
Offer Price as part of their investment decisions.
Sandton
21 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 Admission. 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 Label and the Company 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 Label or the Company to proceed with the proposed Offer.
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, 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: 21-11-2025 12:07:00
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