Sharenet Sites 
Sharenet Sites
Signature of the amended binding Cell C Recapitalisation agreements and renewal of cautionary
Blue Label Telecoms Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/022679/06)
Share code: BLU ISIN: ZAE000109088
(“Blue Label” or the “Company”)
Signature of the amended binding Cell C Recapitalisation agreements and renewal of cautionary
1. Introduction
Blue Label shareholders (“Shareholders”) are referred to the announcement on the Stock Exchange News Service of the JSE
Limited on Monday, 27 February 2017 relating to the conclusion of a binding umbrella restructure agreement in relation to the
recapitalisation of Cell C Proprietary Limited (“Cell C”), which was subject to the conclusion of the relevant transaction
agreements. The board of directors of Blue Label is pleased to announce that it has signed the final equity transaction
agreements to the recapitalisation of Cell C (“Cell C Recapitalisation”).
As a result of the amended terms detailed in paragraph 2 below, Blue Label anticipates issuing an updated circular, and
convening a general meeting before the end of July 2017 in order to seek the approval of Shareholders for the amendments to the
Cell C Recapitalisation. Blue Label has obtained irrevocable undertakings from approximately 53% of Shareholders to vote in
favour of the Cell C Recapitalisation, including the vendor consideration placement of R2.75 billion referred to below.
2. Amended Terms
Details of the amended agreements include, inter alia, the undermentioned terms:
- Net borrowings of Cell C to be reduced to a maximum of R6.0 billion (previously R8.0 billion);
- An increase in the Blue Label vendor consideration placement from R2.0 billion to R2.75 billion, at a price of R15.00 per
Blue Label share;
- The Prepaid Company Proprietary Limited’s (“The Prepaid Company”) subscription remains unchanged at 45% of Cell
C for a subscription price of R5.5 billion;
- The Prepaid Company has agreed to provide liquidity support, to the extent required, in the form of interest bearing
subordinated loans of up to $60 million to a special purpose vehicle set up to hold shares in Cell C.
3. Conditions Precedent to the Cell C Recapitalisation
The Cell C Recapitalisation is anticipated to be implemented during the first week of August 2017 as it is subject to Blue Label
Shareholder approval in a general meeting, as well as, inter alia, the fulfilment (or waiver, where applicable) of the following
conditions precedent;
- Regulatory approvals if and to the extent required by law;
- The Prepaid Company confirming that it is satisfied with the composition of the net borrowings of Cell C. In this regard it
is noted that Cell C and its lenders have agreed the final form versions of the debt agreements which contain the terms
applicable to its debt restructure.
4. Renewal of Cautionary Announcement
The financial effects of the amendments to the Cell C Recapitalisation on the historical results of Blue Label are in the process of
being finalised, and a further announcement in this regard will be released in due course. Accordingly, Shareholders are advised
to continue to exercise caution when dealing in the shares of the Company until a further announcement is made.
By order of the board
Sandton
19 June 2017
Financial Adviser and Sponsor
Investec Bank Limited
Legal Adviser to Blue Label
Werksmans Inc
Date: 19/06/2017 02:00:00 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,
information disseminated through SENS.
