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Results of the General Meeting and Update on the Cell C Recapitalisation and 3G Acquisition
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”)
RESULTS OF THE GENERAL MEETING AND UPDATE ON THE CELL C RECAPITALISATION AND 3G ACQUISITION
1. Introduction
Blue Label shareholders are referred to the announcements released by the Company on the Stock Exchange News Service of the
JSE Limited on Monday, 19 June 2017 and Tuesday, 27 June 2017, as well as to the circular issued to Shareholders dated Tuesday,
27 June 2017 (“Circular”).
Capitalised terms used but not otherwise defined in this announcement have the meaning ascribed to them in the Circular.
Shareholders are advised that at the general meeting of Blue Label Shareholders held on Wednesday, 26 July 2017 (“General
Meeting”), all the resolutions set out in the notice and proposed at the meeting were passed without modification by the requisite
majority of Shareholders.
2. Update on the conditions precedent to the Cell C Recapitalisation and 3G Acquisition
2.1. Cell C Recapitalisation
Closing of the Cell C Recapitalisation is anticipated to commence on Tuesday, 1 August 2017, and as a result, Cell C’s Net
Borrowings will be reduced to a maximum of R6 billion, and the Cell C Recapitalisation will be complete.
As a result, Blue Label will undertake the Cell C Vendor Consideration Placement by placing 183,333,333 authorised but
unissued Blue Label shares with committed third party investors, in terms of the relevant subscription agreements, at a price
of R15.00 per Blue Label share so as to raise R2.75 billion to part fund the participation by Blue Label, through its wholly-owned
subsidiary The Prepaid Company, in the Cell C Recapitalisation.
2.2. 3G Acquisition
Following the General Meeting referred to above, the initial acquisition by Blue Label through its wholly-owned subsidiary, The
Prepaid Company, of 47.37% of the issued share capital of 3G is anticipated to close on Friday, 28 July 2017.
As a result, Blue Label will undertake the 3G Acquisition Issue by issuing 16,666,666 authorised but unissued Blue Label
shares to the shareholders of 3G at a price of R15.00 per Blue Label share, as R250 million part payment towards the 3G
purchase consideration.
Subject to approval by the JSE, the listing and trading of 199,999,999 new Blue Label shares is expected to commence on or about
Thursday, 3 August 2017.
3. Results of the voting at the General Meeting
The resolutions were voted on as follows:
Percentage (%) Number
Total number of shares that could be voted at the
meeting 100.00% 668,036,256
Total number of shares present/represented
including proxies at meeting (including shares 89.44% 597,466,606
abstained from voting)
Total number of members present 32
Number of votes (one vote per share)
For Against Abstain
Ordinary resolution 1 - Approval of the 463,412,799 133,921,828 131,979
amendments to the Cell C Recapitalisation 77.58% 22.42% 0.02%*
Ordinary resolution 2 - Placing authorised but
unissued shares under the control of directors for the 597,331,732 2,895 131,979
purpose of the Cell C Vendor Consideration 100.00% 0.00% 0.02%*
Placement pursuant to the Cell C Recapitalisation
Ordinary resolution 3 - Placing authorised but
unissued shares under the control of directors for the 597,331,732 2,895 131,979
purpose of the 3G Acquisition Issue pursuant to the 100.00% 0.00% 0.02%*
3G Acquisition
Ordinary resolution 4 - General authorising 597,331,175 2,952 132,479
resolution 100.00% 0.00% 0.02%*
* Percent of total issued shares outstanding
By order of the board
Sandton
27 July 2017
Financial Adviser and Sponsor
Investec Bank Limited
Legal Adviser to Blue Label
Werksmans Inc
Date: 27/07/2017 04:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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