Wrap Text
Update regarding the strategic review and proposed restructure of Blue Label and withdrawal of cautionary
Blue Label Telecoms Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2006/022679/06)
JSE share code: BLU
ISIN: ZAE000109088
("Blue Label", "BLT" or "the Company")
UPDATE REGARDING THE STRATEGIC REVIEW AND PROPOSED RESTRUCTURE OF BLUE LABEL AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
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
SALIENT FEATURES
Capitalised terms used in this paragraph are defined in the body of this announcement.
• BLT has been considering various strategic options and initiatives to unlock and deliver value for its
Shareholders, including a potential restructure of the Group.
• The purpose of this announcement is to advise Shareholders that the Parties have entered into a binding
implementation agreement relating to the Pre-Listing Restructuring.
• The Pre-Listing Restructuring encompasses various transactions aimed at optimising Cell C's capital
structure and balance sheet in preparation for a separation and listing of the Cell C ListCo business on
the JSE.
• The Pre-Listing Restructuring includes the following key elements:
o the conversion of various claims totalling R3,676,852,511 held by TPC against Cell C into Cell
C equity shares;
o the transfer of 100% of the shares in CEC by TPC to Cell C in exchange for Cell C equity shares,
which exchange will occur at a price of R2,150,000,000;
o the transfer of airtime with a sales value of between R7,300,000,000 and R7,500,000 including
VAT (the exact value to be determined by TPC), from TPC to Cell C in exchange for Cell C equity
shares;
o the acquisition by TPC of the shares in Cell C held by SPV4 and SPV5 in settlement of the debt
obligations of those entities to TPC; and
o the Cell C ListCo Flip-Up, whereby Cell C shareholders will exchange their Cell C shares for Cell
C ListCo shares in preparation of the future listing of Cell C ListCo.
• Blue Label will also ensure that the Cell C management team have an appropriate management
incentivisation structure in place as part of the Cell C Listing preparation.
• Shareholders are further advised that this announcement does not constitute an Intention to Float
announcement (i.e. an announcement that Blue Label will be proceeding with the Cell C Listing).
• The Cell C Listing remains subject to, amongst other things, market conditions, shareholder, regulatory
and other relevant approvals.
• The Pre-Listing Restructuring is subject to the fulfilment or waiver (where capable of waiver) of suspensive
conditions typical for a transaction of this nature.
• It is planned that the Pre-Listing Restructuring will be implemented shortly before the Cell C Listing, if it
proceeds.
• The Pre-Listing Restructuring, Cell C Listing and Sell-Down are expected to deliver significant benefits for
BLT, its Shareholders and Cell C.
1. INTRODUCTION
BLT shareholders ("Shareholders") are referred to the announcement released on the Stock Exchange
News Service ("SENS") on 16 May 2025, and to the renewal of the cautionary announcements released on
SENS on 2 July 2025 and 13 August 2025, wherein they were advised, inter alia, that Blue Label is
considering various strategic options and initiatives to unlock and deliver value for its Shareholders,
including a potential restructure of BLT and its subsidiaries ("Group"). Further to these announcements
released on SENS, Shareholders are advised that BLT, The Prepaid Company Proprietary Limited (a
wholly-owned subsidiary of BLT) ("TPC"), Cell C Limited ("Cell C"), Comm Equipment Company Proprietary
Limited (a wholly-owned indirect subsidiary of BLT) ("CEC"), K2021889191 (South Africa) (RF) Proprietary
Limited ("SPV4"), and K2022559963 (South Africa) (RF) Proprietary Limited ("SPV5"), (collectively, the
"Parties") have entered into an "Implementation Agreement" setting out the terms of the proposed
restructure of the Group (the "Pre-Listing Restructuring").
The Parties wish to implement the Pre-Listing Restructuring for the purpose of, inter alia, facilitating a
separation and potential listing of a newly incorporated holding company of Cell C ("Cell C ListCo") on the
Prime Segment of the Main Board of the Johannesburg Stock Exchange, the securities exchange operated
by JSE Limited ("JSE") (the "Cell C Listing"). Subject to market conditions, shareholder, regulatory and
board approvals, it is expected that, simultaneously with the Listing, TPC will make an offer for the sale of
a portion of its shares in Cell C ListCo to qualifying investors (the "Sell-Down") post the implementation of
the Pre-Listing Restructuring. Shareholders are further advised that this announcement does not constitute
an Intention to Float ("ITF") announcement.
In terms of the Implementation Agreement, and subject to the fulfilment of the suspensive conditions set out
in paragraph 6 below, the Parties enter into a series of transactions aimed at optimising Cell C's capital
structure and balance sheet in preparation for a separation and listing on the JSE. Further details of the
Pre-Listing Restructuring are articulated below.
The implementation of the Pre-Listing Restructuring and Cell C Listing will remain subject to, among other
conditions, approval by the boards of BLT and Cell C, requisite shareholder and regulatory consents, and
favourable market conditions.
2. DESCRIPTION OF BLT, CELL C AND CEC
Overview of BLT
BLT is a leading digital distribution company, seamlessly connecting people with essential products and
services. BLT specialises in prepaid solutions, virtual goods and value-added offerings, making them readily
available to the mass market. Listed on the JSE since 2007, BLT derives its strength from its extensive
distribution network and building long-term partnerships. BLT'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. BLT has an extensive
distribution footprint across South Africa. Mobile networks, utilities, banks, retailers and others leverage
BLT's proprietary platforms for efficient consumer engagement and rapid product launches, all backed by
robust and secure systems.
Overview of Cell C
Cell C is a telecommunications and technology company within the South African market with a highly
recognisable brand and strong market presence. Cell C 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 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 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 Cell C going forward.
Overview of CEC
CEC, which is a wholly-owned indirect subsidiary of BLT, is responsible for Cell C's postpaid offerings. Its
internalisation will enable Cell C to assume full responsibility for its postpaid customer base, including
oversight of the supply chain, commercial operations, marketing, billing, credit management, and
collections.
3. TRANSACTION RATIONALE
BLT has been considering various strategic options and initiatives to unlock and deliver value to its
Shareholders.
The Pre-Listing Restructuring, Cell C Listing and Sell-Down are expected to deliver significant benefits for
BLT, its Shareholders and Cell C. Should the Pre-Listing Restructuring be implemented, it will facilitate a
separation of Cell C, and the potential Cell C Listing, allowing investors to independently assess the value
and strategic focus of each business.
Following the implementation of the Pre-Listing Restructuring, Cell C will be structured in an efficient manner
to facilitate the Cell C Listing. From a BLT perspective, the Cell C Listing, together with the benefits to be
derived from Cell C's turnaround strategy and its improved sustainability, are expected to enhance the value
of Cell C and in turn restore its shareholder value. Additionally, the Cell C Listing is expected to deliver
significant benefits to BLT and Cell C including:
• providing Cell C with access to capital markets on an independent basis, which it may use to
support further growth and to finance acquisitions or investments; and
• elevating the Cell C brand through its potential listing on the JSE.
As per the publication of the Cell C presentation published on 26 May 2025, under the new 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. BLT continues to believe in the strong investment case of Cell C, and
furthermore the potential Cell C Listing and separation of BLT and Cell C are aimed at ensuring the future
success of both businesses.
4. PROPOSED TERMS OF THE PRE-LISTING RESTRUCTURING
Currently BLT owns 100% of TPC which, in turn, owns 100% of CEC and 49.53% of Cell C. Post the Pre-
Listing Restructuring it is expected that BLT via TPC will own a significant majority of the shares in Cell C
ListCo, although TPC's shareholding in Cell C will decrease pursuant to the Sell-Down - see paragraph 8
below.
The terms of the Pre-Listing Restructuring are set out in the Implementation Agreement. The Pre-Listing
Restructuring shall consist of the following steps:
Step 1, being the "TPC Debt-to-Equity Conversion" in terms of which various claims held by TPC against
Cell C will be converted into equity by Cell C issuing Cell C shares to TPC at a price equal to the Pre-Listing
Restructuring Price per Share (as defined below in paragraph 5). The total value of the claims that will be
converted by TPC into equity are R3,676,852,511 (excluding accrued interest).
Step 2, being the "CEC Exchange", in terms of which TPC shall dispose to Cell C of 100% of the issued
shares in CEC, in return for the issuing by Cell C to TPC of Cell C shares at a price equal to the Pre-Listing
Restructuring Price per Share (as defined below in paragraph 5 below), on the terms set out in the
Implementation Agreement. The price at which the CEC shares shall be exchanged in terms of this Step 2
is R2,150,000,000. The CEC Exchange shall constitute an asset-for-share transaction in terms of section
42 of the Income Tax Act No. 58 of 1962 ("Income Tax Act"). On 21 August 2025, the Competition Tribunal
granted approval for Cell C's proposed acquisition of CEC, which is a significant milestone in the overall
proposed restructure of the Group. The proposed acquisition of CEC by Cell C is still subject to customary
conditions for a transaction of this nature.
Step 3, being the "TPC Airtime Disposal" in terms of which TPC shall dispose of Cell C airtime with a sales
value of between R7,300,000,000 and R7,500,000,000 including VAT (the exact value to be determined by
TPC), held as inventory by TPC to Cell C, in return for the issuing by Cell C to TPC of Cell C shares at a
price equal to the Pre-Listing Restructuring Price per Share (as defined below in paragraph 5), on the terms
set out in the Implementation Agreement.
Step 4, being the "Sale by SPV4" of all of the Cell C shares owned by it to TPC, on the terms set out in the
Implementation Agreement. The purchase price for the SPV4 Cell C shares shall be R287,925,000 ("SPV4
Purchase Price"), which shall be set off against the existing obligation of SPV4 to repay loan claims
equaling R426,705,056.01 (excluding interest) held by TPC against SPV4 as at the date of this
announcement ("SPV4/TPC Claims"). The balance of the SPV4/TPC claims owing by SPV4 to TPC shall
be written off by TPC. SPV4 shall only grant title warranties in respect of the SPV4 sale shares to TPC.
Step 5, being the "Sale by SPV5" of all of its Cell C shares to TPC, on the terms set out in the
Implementation Agreement. The purchase price for the SPV5 Cell C shares shall be R275,000,000 ("SPV5
Purchase Price"), which shall be set off against the existing obligation of SPV5 to repay loan claims
equaling R275,000,000 plus interest held by TPC against SPV5 ("SPV5/TPC Claims"). The balance of the
SPV5/TPC Claims owing by SPV5 to TPC shall be written off by TPC. SPV5 shall only grant title warranties
in respect of the SPV5 sale shares to TPC.
Step 6, being the "Cell C ListCo Flip-Up" in terms of which all the holders of Cell C shares (including TPC)
shall dispose to Cell C ListCo of 100% of the Cell C shares, in return for the issuing by Cell C ListCo to
those shareholders of Cell C ListCo shares in the proportions in which the Cell C shares were held by those
shareholders. The effect of this would be that TPC and the other holders of Cell C shares would hold shares
in Cell C ListCo and that Cell C would be a wholly owned subsidiary of Cell C ListCo.
The Pre-Listing Restructuring will become effective, subject to the fulfilment or waiver of the suspensive
conditions, on the closing date of the offer period in terms of the bookrunning process of the Cell C Listing,
with the Pre-Listing Restructuring steps being implemented in the two days following such closing date.
If the Cell C Listing goes ahead, a Pre-Listing Statement ("PLS") will be published by Cell C ListCo, and the
details of the Cell C Listing (including the timing thereof and the potential price range for the offer price) will
be announced to Shareholders, in due course.
TPC also intends to ensure that there is an appropriate management incentive structure in place for Cell C
ListCo management and post the implementation of the Pre-Listing Restructuring will transfer up to 4.5% of
Cell C ListCo shares for no consideration to Cell C executive management subject to appropriate conditions.
The terms of the scheme will include conditions that are typical for a transaction of this nature.
5. THE PRE-LISTING RESTRUCTURING CONSIDERATION AND SETTLEMENT
Unless indicated otherwise, the Pre-Listing Restructuring transactions will be settled through the issuance
of Cell C shares.
Where the Pre-Listing Restructuring transactions are settled through the issuance of Cell C shares, the Pre-
Listing Restructuring transactions will occur at a price per Cell C share which shall be determined with
reference to the offer price per the Cell C Listing (and, consequently, the valuation of the Cell C ListCo
business pursuant to the bookrunning process per the Cell C Listing) ("Pre-Listing Restructuring Price
per Share"), which will not have been determined at the date of signing of the Implementation Agreement.
Although the Pre-Listing Restructuring Price per Share will be determined with reference to the valuation of
the Cell C ListCo business pursuant to the bookrunning process, the Pre-Listing Restructuring Price per
Share will not be identical to the offer price per Cell C ListCo share at which the Sell-Down will be
implemented, given that the number of Cell C shares and Cell C ListCo shares in issue shall not be the
same, although the price is identical insofar as the valuation of the Cell C ListCo business is concerned.
The purpose of executing the Pre-Listing Restructuring at a price per Cell C share, which shall be
determined with reference to the offer price per Cell C ListCo share for purposes of the Sell-Down is to
ensure that TPC and new investors into Cell C ListCo are treated in an equal manner.
6. SUSPENSIVE CONDITIONS
The implementation of the Pre-Listing Restructuring is subject to the fulfillment, or waiver, as the case
may be, of various suspensive conditions, including the following ("Pre-Listing Suspensive
Conditions"):
- that Shareholders shall have approved (i) a special resolution approving the Pre-Listing
Restructuring in terms of section 112 and section 115(2)(b) of the Companies Act, No. 71 of 2008
("Companies Act") and (ii) an ordinary resolution approving the Pre-Listing Restructuring as a
Category 1 Transaction in terms of paragraph 9.20 of the JSE Listings Requirements;
the sole shareholder of TPC shall have approved the implementation of the Pre-Listing
Restructuring by TPC as a special resolution in terms of section 112 (read with section 115) of the
Companies Act;
- if court approval is required for the implementation of the Pre-Listing Restructuring as envisaged in
section 115(2)(c) of the Companies Act, the court shall have approved the implementation of the
Pre-Listing Restructuring and no appeal or review of that decision shall have been timeously lodged
(or if timeously lodged, such appeal or review shall not have been successful), or the provisions of
section 115(2)(c) shall otherwise have ceased to be applicable;
- if one or more Shareholders give notice objecting to the special resolution approving the Pre-Listing
Restructuring in terms of section 164(3) of the Companies Act and subsequently vote against that
special resolution at the general meeting, either:
o such objection and subsequent vote take place in respect of less than or equal to 2% of all
of the BLT shares; or
o such objection and subsequent vote take place in respect of more than 2% of all of the
BLT shares, and BLT thereafter receives valid demands in terms of sections 164(5) to
164(8) of the Companies Act in respect of less than or equal to 2% of all the shares within
the time periods required in terms of section 164(7) of the Companies Act, provided that
any valid demands received within such time periods that have subsequently been
withdrawn will not be counted for purposes of this subclause;
- all consents, waivers and approvals required in respect of the Pre-Listing Restructuring shall have
been obtained from the directors and shareholders of the entities which are party to the Pre-Listing
Restructuring steps including, TPC, CEC, Cell C, SPV4 and SPV5;
all necessary consents, waivers and approvals required in respect of the Pre-Listing Restructuring
shall have been obtained from relevant third parties;
- a final tax opinion addressed to BLT and Cell C shall have been issued confirming the tax
consequences of the Pre-Listing Restructuring;
- the PLS for purposes of the Cell C Listing shall have been finally approved by the JSE and,
thereafter, published;
- the memorandum of incorporation of Cell C shall have been validly amended to provide for the
authorised shares of Cell C to consist of a single class of Cell C shares;
- the requisite approvals from the competition authorities shall have been received on an
unconditional basis or, to the extent that any such consents are subject to any obligation,
undertaking, condition or qualification, the party adversely affected by the obligation, undertaking,
condition or qualification shall have confirmed in writing that the condition is acceptable to it; and
- an agreement regulating the Cell C ListCo Flip-Up shall have been signed by the parties thereto
and shall have become unconditional in accordance with its terms.
One or more parties to the Implementation Agreement shall be entitled to waive each of the Pre-Listing
Suspensive Conditions in accordance with the terms set out in the Implementation Agreement, except for
Pre-Listing Suspensive Conditions which are regulatory in nature and which, accordingly, are not capable
of waiver.
7. RESOLUTIVE CONDITION TO THE PRE-LISTING RESTRUCTURING
Should TPC have given Cell C written notice ("No-Go Notice") prior to the Cell C Listing to the effect that
TPC no longer wishes to proceed with the Sell-Down, then the Pre-Listing Restructuring shall cease to be
of any force or effect and the parties shall, subject to the below, be restored as near as possible to the
positions in which they would have been, had the Implementation Agreement not been entered into.
Should the Cell C Listing not proceed, TPC shall be entitled to specify in a No-Go Notice any Pre-Listing
Restructuring steps ("Keep Steps") which shall not cease to be of force and effect in terms of the No-Go
Notice, in which case the implementation of the Keep Steps shall be wholly unaffected by the resolutive
condition. For the avoidance of doubt, the Pre-Listing Restructuring steps which are not indicated as Keep
Steps in the No-Go Notice shall cease to be of any force or effect and shall be cancelled in terms of the No-
Go Notice. The Keep Steps shall be implemented at a price per Cell C share determined in accordance with
an agreed valuation.
8. PROPOSED SELL-DOWN
It is expected that the Sell-Down will comprise of an offer for the sale of the Sell-Down shares by TPC to
qualifying investors (as specified in the PLS) post the implementation of the Pre-Listing Restructuring. The
sale of the Sell-Down shares by TPC shall occur simultaneously with the Listing. It is not possible at this
stage to specify what the number of Sell-Down shares or offer price will be. A range for the offer price will
be specified in the PLS for purposes of the Cell C Listing. TPC will dispose of sufficient Sell-Down shares
such that its final shareholding in Cell C ListCo post the Pre-Listing Restructuring and Sell-Down will be not
less than 26%. Given that the Pre-Listing Restructuring will be implemented based on the offer price, the
number of Sell-Down shares cannot be determined at this stage.
9. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcements released on SENS on 16 May 2025, and to the
renewal of cautionary announcements released on 2 July 2025 and 13 August 2025 and are advised that
following the release of this announcement, Shareholders are no longer required to exercise caution when
dealing in Blue Label securities.
10. CATEGORISATION OF THE PRE-LISTING RESTRUCTURING AND SELL-DOWN
As the value of the Pre-Listing Restructuring exceeds the 30% ratio outlined in paragraph 9.5 of the JSE
Listings Requirements, namely, the percentage ratio resulting from the value of the Pre-Listing Restructuring
divided by the aggregate market value of BLT shares, excluding treasury shares, at the time of this
announcement, it meets the definition of a category 1 transaction as contemplated in Section 9 of the JSE
Listings Requirements. As a result, the Pre-Listing Restructuring are required to be approved by
Shareholders by way of an ordinary resolution, which will require the support of more than 50% of the votes
exercised on it.
Similarly, the Sell-Down is also expected to exceed the 30% ratio outlined in paragraph 9.5 of the JSE
Listings Requirements, namely, the percentage ratio resulting from the expected value of the Sell-Down
divided by the aggregate market value of BLT shares, excluding treasury shares, at the time of this
announcement, it meets the definition of a category 1 transaction as contemplated in Section 9 of the JSE
Listings Requirements. As a result, the Sell-Down are required to be approved by Shareholders by way of
an ordinary resolution, which will require the support of more than 50% of the votes exercised on it.
11. FINANCIAL EFFECTS
The detailed pro forma financial effects of the Pre-Listing Restructuring and Sell-Down will be included as
part of the BLT Circular. The financial metrics provided below relate to the standalone Cell C and CEC legal
entities. At the appropriate time, the pro forma financial metrics for Cell C and CEC taking into account the
impact of the Pre-Listing Restructuring will be provided in the PLS for purposes of the Cell C Listing.
It is advised that:
• In respect of the TPC Debt-to-Equity Conversion, the total value of the claims that will be converted
by TPC into equity is R3,676,852,511;
• In respect of the CEC Exchange
o The transaction consideration is R2,150,000,000 as per paragraph 4 above;
o The net asset value of CEC is R1,393,995,000 as at 31 May 2025, being the date of the
latest audited annual financial information which was prepared in accordance with IFRS;
o The operating profits attributable to CEC were R121,546,000 for the year ended 31 May
2025, being the latest audited annual financial information which was prepared in
accordance with IFRS. The normalised operating profit for the year ended 31 May 2025
was R485,195,000. The normalisations relate to extraneous costs that will not reoccur
after the Pre-Listing Restructuring and Cell C Listing;
• In respect of the TPC Airtime Disposal, the total value of the airtime transferred by TPC shall be
at a sales value of between R7,300,000,000 to R7,500,000,000 including VAT (the exact value to
be determined by TPC) as per paragraph 4 above;
• In respect of Cell C:
o The net asset value of Cell C is (R8,306,695,000) as at 31 May 2025, being the date of
the latest audited annual financial information of Cell C which was prepared in
accordance with IFRS;
o The operating profits attributable to Cell C were R1,596,764,000 for the year ended 31
May 2025, being the latest audited annual financial information of Cell C which was
prepared in accordance with IFRS. The operating profit is calculated after taking into
account the depreciation charge of R507,638,000 in accordance with IFRS;
• In respect of the Sale by SPV4:
o The transaction consideration for the SPV4 Cell C shares shall be R287,925,000 as per
paragraph 4 above;
o The net asset value and operating profits attributable to Cell C is noted above;
• In respect of the Sale by SPV5:
o The transaction consideration for the SPV5 Cell C shares shall be R275,000,000 as per
paragraph 4 above;
o The net asset value and operating profits attributable to Cell C is noted above; and
The Sell-Down will involve the potential disposal by TPC of shares in Cell C ListCo as part of the potential
future listing. TPC will also facilitate a management incentive structure for Cell C management to ensure
that the executive management team are appropriately incentivised as part of the Cell C ListCo business
going forward. Cell C ListCo will be the subject of the Sell-Down transaction. In relation to the financial
effects of Cell C ListCo, the detailed financial effects and pro forma financial information will be disclosed
as part of the PLS for purposes of the Cell C Listing. At this point in time, it is not possible to specify the
details of the financial effects of Cell C ListCo given the fundamental changes in the financial profile post
the implementation of the Pre-Listing Restructuring. The net asset value and operating profits attributable
to Cell C are noted above. Shareholders are further advised that the pro forma net asset value and operating
profits attributable to Cell C ListCo will be included in detail in the PLS for purposes of the Cell C Listing.
12. RESPONSIBILITY STATEMENT
The BLT board of directors ("Board") collectively and individually accepts responsibility for the information
contained in this announcement insofar as it relates to BLT, and certifies that, to the best of its knowledge
and belief, such information contained herein is true and nothing has been omitted which is likely to affect
the import of such information.
13. DOCUMENTATION
A circular setting out additional details of the terms of the Pre-Listing Restructuring and the details required
in terms of the JSE Listings Requirements ("BLT Circular") will be distributed to the Shareholders in due
course. The BLT Circular will, amongst other things, incorporate a notice convening a general meeting of
Shareholders at which Shareholders will be requested to consider, and if deemed fit, to pass, with or without
modification the relevant resolutions required to approve the Pre-Listing Restructuring.
A further announcement relating to the distribution of the BLT Circular, including the salient dates and times
pertaining to the Pre-Listing Restructuring and Cell C Listing will be published on SENS in due course.
Sandton
1 September 2025
Financial Adviser and Transaction Sponsor to Blue Label and Cell C
Rand Merchant Bank (A division of FirstRand Bank Limited)
Financial Adviser to Blue Label
Investec Bank Limited
Legal Adviser to Blue Label
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.
BLT 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 BLT to proceed with the Pre-Listing Restructuring , the Sell-Down or to facilitate a separation and potential
future listing of Cell C or any transaction or arrangement referred to therein.
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 BLT, 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: 01-09-2025 07:05:00
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