Wrap Text
Results of the offer and final offer price
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
RESULTS OF THE OFFER AND FINAL OFFER PRICE
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")
- The Offer closed on Friday, 21 November 2025 at a final Offer Price of ZAR26.50 per Offer
Share ("Offer Price").
- The Offer comprised of 102,000,000 Sale Shares, representing an aggregate amount of
ZAR2.7 billion.
- As per the SENS announcement released on Friday, 21 November 2025, it is no longer
intended to overallot any Ordinary Shares in the Offer.
- Based on a total of 340 million Ordinary Shares in issue, the Offer Price implies a market
capitalisation of the Company of c.ZAR9 billion.
- The Offer Shares are expected to settle and trading on the JSE is expected to commence on
Thursday, 27 November 2025.
INTRODUCTION
On Wednesday, 5 November 2025, the Company announced its intention to list all of its issued ordinary
shares on the Prime Segment of the Main Board of the Johannesburg Stock Exchange, the securities
exchange operated by the JSE Limited (the "JSE") (the "Admission") in terms of a secondary share
sale by The Prepaid Company Proprietary Limited ("TPC" or "the Selling Shareholder"), a wholly
owned subsidiary of Blu Label Unlimited Group Limited ("Blu Label" or "BLU") (the "Offer"), by way of
a private placement to qualifying investors (as specified below). The Restructuring outlined in the Pre-
Listing Statement has now been completed, and accordingly references in this announcement to the
"Group" are to the Company and its subsidiaries, including Cell C Limited and Comm Equipment
Company Proprietary Limited.
RESULTS OF THE OFFER AND FINAL OFFER PRICE
The board of directors of the Company is pleased to announce that the Offer closed on Friday, 21
November 2025 at an Offer Price of ZAR26.50 per Ordinary Share.
Accordingly, 102,000,000 Sale Shares, representing an aggregate amount of c. ZAR2.7 billion have
been allocated to selected qualifying investors.
The Offer Shares are expected to settle, Admission is expected to become unconditional and trading in
the Ordinary Shares of the Company (ISIN ZAE000354007) in the Telecommunications Services sub-
sector of the JSE list, under the abbreviated name "Cell C" and share code "CCD", is expected to
become effective and begin from commencement of trading on the JSE on Thursday, 27 November
2025 (the "Admission Date").
Based on a total of 340,000,000 Ordinary Shares in issue, the Offer Price implies a market capitalisation
of c.ZAR9 billion, with the Offer Shares representing 30.0% of the Company's total issued Ordinary
Shares.
UPDATE TO THE COMPANY'S COMMITMENT TO EMPOWERMENT
As announced in the Pre-Listing Statement, the Company and TPC are deeply committed to advancing
South Africa's transformation agenda through meaningful and sustainable Broad-Based Black
Economic Empowerment ("B-BBEE"). The Company and TPC have taken deliberate steps to ensure
that the requisite ownership structure is in place at the time of Admission, reinforcing its dedication to
driving equitable participation and long-term socio-economic impact, and ensuring that the Group
remains in compliance with its licensing requirements on Admission.
As part of the Offer, Sisonke Growth Partners Proprietary Limited (the "BEE SPV") has agreed to
purchase 54 230 000 Ordinary Shares in Cell C representing a shareholding of 15.95%. In addition,
Cell C will have direct flow-through historically disadvantaged persons ("HDP") ownership from TPC's
shareholding in the Company of c.15% and HDP ownership through the Executive Transfer scheme of
c.1.0%. Accordingly, at Admission, Cell C's HDP ownership will exceed the requisite minimum of 30%.
LOCK-UP ARRANGEMENTS
TPC has agreed to customary lock-up arrangements prohibiting the sale, transfer or other disposal of
their Ordinary Shares held at Admission for a period of 360 days. The Company have agreed to an
equivalent lock-up prohibiting, inter alia, the issue or sale of any new Ordinary Shares for a period of
360 days. Such lock-up arrangements will be subject to certain exceptions and may be waived with the
consent of the Joint Global Coordinators, as detailed in the Pre-listing Statement.
The BEE SPV and its shareholders will be subject to a lock-up of 6 years. For the first 12 months after
the Admission, the BEE SPV and its shareholders will not be entitled to directly or indirectly dispose of
any Ordinary Shares. For the remaining 5 years of the lock-up, they will be able to directly or indirectly
dispose of up to 20% of the Ordinary Shares held by them per year, but only with the prior consent of
TPC and only if the sale is to a party of equivalent or better B-BBEE / HDP status.
The Ordinary Shares held under the Executive Transfer will be subject to restrictive conditions; and the
Company's management team will be unable to dispose of their Ordinary Shares until those Ordinary
Shares are no longer restricted (as further outlined in the Pre-Listing Statement). The senior
management team does not hold any Ordinary Shares in the Company outside of the Executive
Transfer.
UPDATE ON IMPORTANT DATES AND TIMES
The timetable below sets out the final dates and times for the Admission:
Successful applicants advised of allocations on Monday, 24 November 2025
Publication date of the final Offer Price and final Monday, 24 November 2025
number of Offer Shares released on SENS on
Publication date of the final Offer Price and final Tuesday, 25 November 2025
number of Offer Shares published in the press on
Settlement Date Thursday, 27 November 2025
Admission Date Thursday, 27 November 2025
Note:
All references to times are to South African standard time, unless otherwise stated.
Sandton
24 November 2025
Transaction Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Joint Global Coordinator, Financial Adviser to Blu Label and Cell C
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.
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 the Selling Shareholder and
no one else in connection with the Offer. They will not regard any other person as their respective clients
in relation to the Offer and will not be responsible to anyone other than the Company and the Selling
Shareholder for providing the protections afforded to their respective customers or for giving advice in
relation to the Offer and the Admission 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 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: 24-11-2025 02:55:00
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.
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