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Renewal of Cautionary
Blue Label Telecoms Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/022679/06)
Share code: BLU ISIN: ZAE00010908
(“Blue Label” or the “Company”)
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Blue Label shareholders (“Shareholders”) are referred to the cautionary announcements released on the Stock
Exchange News Service of the JSE Limited on 27 February and 11 April 2017. Shareholders are hereby advised that
the process regarding the conclusion of the relevant transaction agreements in respect of the recapitalisation of Cell
C Proprietary Limited (“Cell C”), which encapsulate the principles contained in the binding umbrella restructure
agreement(“Cell C Recapitalisation”), is progressing.
As contemplated in the original Cell C Recapitalisation approved by Shareholders at the General Meeting held on 16
November 2016, NET1 UEPS Technologies Inc, (“NET1”), had committed to subscribe for R2.0 billion of Blue Label
shares as a vendor consideration placement (“Vendor Consideration Placement”). NET1 furthermore agreed to
invest a further R2.0 billion directly into Cell C in consideration for a 15% shareholding in Cell C. NET1 and Blue
Label have agreed that NET1 shall confine its investment to a total amount of R2.0 billion, which will be invested into
Cell C, and as such, Net 1 will no longer participate in the Vendor Consideration Placement in Blue Label.
In light of the above, Blue Label has signed binding subscription agreements with alternative third party investors in
terms of which they will, subject to the requisite Shareholder approval and the Cell C Recapitalisation becoming
unconditional, subscribe for R2.0 billion of Blue Label shares in terms of a vendor placement at a price of R15. 00 per
share. Blue Label has further obtained irrevocable undertakings from in excess of 50% of its shareholders to vote in
favour of the Cell C Recapitalisation and the aforementioned vendor placements.
As a result of the above, and possible consequential amendments to the Cell C Recapitalisation, Shareholders are
advised that a revised circular to shareholders will be published and that in the interim they should continue to
exercise caution when dealing in the Company’s securities until a further detailed announcement is made.
By order of the board
Sandton
01 June 2017
Financial Adviser and Sponsor
Investec Bank Limited
Legal Adviser to Blue Label
Werksmans Inc
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