Wrap Text
Cell C Holdings limited announces its intention to list on the main board of the JSE
Blu Label Unlimited Group Limited
(formerly known as "Blue Label Telecoms Limited")
(Incorporated in the Republic of South Africa)
(Registration number: 2006/022679/06)
JSE share code: BLU
ISIN: ZAE000109088
("Blu Label" or "BLU")
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.
CELL C HOLDINGS LIMITED ANNOUNCES ITS INTENTION TO LIST ON THE MAIN BOARD OF THE JSE
• Cell C Limited ("Cell C") is a South African telecommunications and technology company, with a
recognisable brand and a strong market presence, characterised by a unique capex-light operating
model and a proven track record of innovation and turnaround.
• Cell C is the leading enabler of mobile virtual network enablers ("MVNEs") and mobile virtual
network operators ("MVNOs") in South Africa, with a diversified business model across retail and
wholesale, and a national dual Multi-Operator Core Network ("MOCN") network strategy providing
access to over 28,000 sites and more than 98.7% population coverage.
• For the year ended 31 May 2025, the Group (as defined below) generated pro forma revenue of
ZAR13.7 billion and pro forma EBITDA of ZAR3.7 billion(1), with robust free cash flow and a
significantly strengthened balance sheet.
INTRODUCTION
Cell C Holdings Limited (the "Company") is pleased to announce its intention to list all of its issued ordinary
shares ("Shares") on the Prime Segment of the Main Board of the Johannesburg Stock Exchange, a
securities exchange operated by the JSE Limited (the "JSE"), through an offering of existing shares by The
Prepaid Company Proprietary Limited ("TPC") (the "Selling Shareholder"), a wholly-owned subsidiary of
BLU, by way of a private placement to qualified investors, subject to market conditions and to JSE approval.
Application will be made to admit the Shares to listing and trading on the JSE in the Telecommunications
Services sub-sector of the JSE list, under the abbreviated name "Cell C", and share code "CCD" and ISIN
ZAE000354007 (the "Listing").
The Cell C group, which as the date of Listing will comprise the Company and its subsidiaries, including
Cell C and Comm Equipment Proprietary Limited ("CEC") (the "Group"), has taken a capex-light approach
to its mobile network, utilising its own spectrum assets in combination with physical network infrastructure
owned by other mobile network operators ("MNOs"). This approach, together with its partnership-led model
enables national-grade coverage and reliability, while freeing up capital for innovation, digital platforms,
and customer experience.
The Group's mission is to harness the power of technology to further enhance customer offerings and
experience, with a strategy built on five pillars:
• addressing network quality and perception
• reinforcing value perception to drive growth
• leveraging partnerships to boost revenue
• delivering best-in-class customer experience
• driving an infectious brand connection
(1) the Group pro forma EBITDA figure includes an increase of R565 million relating to the waiver of the balance owing to a
lessor in line with the settlement arrangement, as outlined in the BLU SENS announcement released on 5 November 2025
Jorge Mendes, Chief Executive Officer of Cell C, stated:
"The decision to pursue a listing on the JSE marks a significant and exciting step in Cell C's growth story.
While Cell C is already owned by a listed entity and has operated within that framework, the separate listing
of the Company will enable the Group to streamline its balance sheet, reinforce its growth strategy and
strengthen its competitive positioning of business segments. The listing is expected to be an enabler of our
strategy, as it will elevate the Cell C brand, enhance access to capital to sustain growth, instil public
transparency and market discipline, and enhance the Group's profile with all stakeholders".
KEY COMPONENTS OF THE RESTRUCTURING
A key enabler of the Listing is the pre-IPO restructuring as outlined in the BLU Circular released on 22
September 2025 (the "Restructuring"). The Restructuring will facilitate the separation of Cell C from BLU
through the formation of the consolidated Group (as defined above) for purposes of the Listing. The
Restructuring will also greatly simplify Cell C's capital structure, ensuring the Group is well positioned to
achieve future success in the publicly listed environment.
Key components of the Restructuring include:
• Step 1 - Debt-to-equity conversion: TPC's outstanding debt claims against Cell C will be
capitalised and converted into equity, further reducing Cell C's leverage.
• Step 2 - Acquisition of CEC: Cell C will acquire 100% of CEC (a wholly owned subsidiary of BLU)
from TPC in exchange for additional Cell C shares. CEC is a subsidiary responsible for Cell C's
postpaid offerings. The internalisation will enable Cell C to assume full responsibility over its
postpaid customer base, including oversight of supply chain, commercial operations, marketing,
billing, credit, and collections.
• Step 3 - Airtime asset transfer: TPC will transfer Cell C airtime currently held by TPC on its
balance sheet to Cell C on loan account, which shall be settled in exchange for newly issued
additional Cell C shares.
• Steps 4 and 5 - SPV restructure: The Special Purpose Vehicles ("SPVs") currently holding equity
interests in Cell C will also be unwound as part of the Restructuring.
• Step 6 - Flip-up: The holders of Cell C shares (including TPC) will exchange their Cell C shares
for Shares in the Company in preparation for the Listing of the Company. All Cell C shareholders,
including TPC, will hold the same proportion of the Shares as the proportion of Cell C shares held
by those Cell C shareholders immediately prior to the Flip-up.
Furthermore, immediately after the Flip-up TPC shall, for no consideration, dispose of so many Shares to
the Cell C executive team members ("Executive Transfer") as will ensure that, after the Executive
Transfer, the Cell C executive team members collectively hold 4.5% of the Shares.
Immediately following implementation of the Restructuring (and prior to the Listing) inter alia:
• TPC will hold a significant majority of the Shares in the Company;
• the Company will hold 100% of the shares in Cell C; and
• Cell C will hold 100% of the shares in CEC (and the other subsidiaries of Cell C prior to the
Restructuring, which will continue to be subsidiaries of Cell C).
Overall, the Restructuring is intended to streamline operations, improve financial sustainability, and
enhance Cell C's strategic readiness for long-term growth. Following the Restructuring, the Group will be
structured in an efficient manner to facilitate the Listing.
SALIENT FEATURES OF THE PROPOSED CELL C LISTING AND OFFER
• Together with the Listing, an offer will be made by TPC for the sale of Shares held by TPC to
selected prospective investors, intended to raise gross proceeds of approximately ZAR7.7 billion
(including a c. ZAR500 million overallotment option (the "Overallotment Option") and also
including an allocation of Shares of up to approximately ZAR2.4 billion to an empowerment vehicle
("BEE SPV")) (the "Offer").
• TPC intends to utilise the proceeds it receives from the sale of Shares to strategically enhance its
financial position. The proceeds raised will be allocated towards settling certain interest-bearing
borrowings and other debt obligations. Additionally, a portion of the funds will be earmarked for
dividends to shareholders, reflecting BLU's commitment to delivering value to its investors.
Furthermore, the remaining excess proceeds will be directed towards meeting working capital
requirements, enabling TPC to capitalise on trading opportunities.
• The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholder.
• Cell C and TPC are deeply committed to advancing South Africa's transformation agenda through
meaningful and sustainable Broad-Based Black Economic Empowerment ("B-BBEE"). In line with
this commitment, and to ensure that the Group continues to meet its regulatory obligations to
maintain a 30% shareholding by historically disadvantages persons, TPC are taking deliberate
steps to ensure that the requisite B-BBEE ownership structure is in place at the time of Listing,
including the allocation of Shares of up to approximately ZAR2.4 billion to the BEE SPV, reinforcing
its dedication to driving equitable participation and long-term socio-economic impact.
• The Offer is expected to include the Overallotment Option, which is customary for transactions of
this nature, to facilitate stabilisation activities. The Overallotment Option will not exceed
approximately 7% of the total Offer size.
• The Listing is subject to customary conditions for capital markets transactions of this nature,
including the minimum free-float and shareholder spread requirements as prescribed by the JSE
Listings Requirements being met.
OVERVIEW OF THE BUSINESS
In July 2021, Cell C initiated the implementation of its turnaround strategy, focusing on operational
efficiencies, reducing operational expenditure and optimising traffic. This included a significant reduction in
capex and a conversion from a fixed-cost infrastructure-based network to a variable operational expenditure
model. This, together with the recapitalisation of the debt structure, will result in a significant improvement
in the Group's liquidity and enable its long-term sustainability.
As a result of the turnaround strategy and the debt recapitalisation, Cell C has re-emerged as a lean, agile
and customer-focused telecommunications challenger in South Africa. Its transformation is underpinned by
a low capex and asset-light model that leverages its own scarce spectrum assets in combination with MTN's
and Vodacom's physical radio access network ("RAN") infrastructure. Cell C's pioneering national dual
MOCN platform, enables switching between MTN and Vodacom networks, improving reliability and user
experience. This strategy enables Cell C to deliver national high-grade coverage without the heavy capex
investment required to compete on breadth and quality of coverage. The national dual MOCN platform is
underpinned by mutually beneficial long-term agreements with MTN and Vodacom that ensure capacity
prioritisation and access to its partners' investments in emerging mobile technologies such as "fifth
generation" ("5G") mobile services. This model enhances flexibility, allowing rapid deployment of new
products and services while freeing up resources for innovation, expanding product and service offerings,
and enhancing customer experience. It also enhances the robustness of Cell C's network, creating
redundancy for customers in case of outages on one of Cell C's two partner networks.
From a management perspective, Cell C has a strong executive management team in place, and additional
management capacity has been established, enabling focus on key strategic areas that are expected to
result in the successful implementation of its diversified business strategy targeting growth in its retail and
MVNO customer base.
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 the Group going forward.
As at 31 May 2025, Cell C had approximately 7.6 million mobile subscribers. Prepaid customers
represented approximately 89% of Cell C's total subscriber base, with postpaid customers making up a
minority of the total subscriber base.
In the wholesale and enterprise segment, Cell C is the leading platform for supporting MVNEs and MVNOs
in South Africa. As at 31 May 2025, Cell C had the majority market share (13 MVNOs) of 23 MVNOs in
South Africa, according to the 2025 South African MVNO Market Outlook Report, (Africa Analysis 2025).
Cell C had, among others, the following MVNOs on its network: Capitec Connect (the largest MVNO
currently on Cell C's network), FNB Connect, Shoprite K'nect mobile, uConnect, me&you, smartmobile, C-
connect, Old Mutual Connect and mrpmobile. Cell C is also in negotiations with several potential additional
MVNO partners.
On a standalone basis, during the year ended 31 May 2025, Cell C had ZAR11.1 billion in revenue
compared to ZAR4.6 billion in the five months ended 31 May 2024 (ZAR10.8 billion in the twelve months
ended 31 May 2024). Over the same periods, Cell C had EBITDA of ZAR2.1 billion and ZAR588 million
(ZAR2.0 billion); and EBIT of ZAR1.6 billion and ZAR427 million (ZAR1.4 billion), respectively.
On a Group pro forma basis (including the consolidation of CEC), during the year ended 31 May 2025, the
Group had ZAR13.7 billion in revenue, ZAR3.7 billion in EBITDA and ZAR2.9 billion in EBIT.
On a Group pro forma basis, revenue was comprised primarily of prepaid 42.1%, postpaid 15.3%,
wholesale / B2B 9.8%, roaming and other (including enterprise revenue, fibre to the home revenue and
roaming revenue) 13.1% and equipment 19.7%.
Going forward, the Company will seek to leverage network parity and invest further to enhance customer
offerings and experience. Additionally, the Company will continue improving customer touch points and
journeys through investment in digital platforms for a seamless customer experience.
KEY STRENGTHS
a. Unique capex-light operating model, enabling a leaner and more agile challenger
telecommunications provider
In 2023, Cell C completed a fundamental shift in its operating model by moving away from the
operation of physical towers and radio access networks ("RAN") and refocusing Cell C on operating
a virtualised RAN ("vRAN") hosted by the two biggest mobile telecom infrastructure providers in
South Africa. Cell C has benefitted significantly from its vRAN. By owning its own spectrum and
utilising excess network capacity that other MNOs sell at a healthy margin, Cell C achieves strategic
flexibility while avoiding the typical c. ZAR10 billion annual capital expenditure burden of operating
a physical RAN, maintaining capex under ZAR1 billion. Cell C has leveraged the advantages of its
vRAN to achieve greater scalability, enhanced network performance and speed of service
deployment. While Cell C buys capacity on partner networks, it is fully responsible for and in control
of its radio spectrum, core network, billing system and subscriber management allowing Cell C to,
generate revenue from the rental of its extra capacity on its own spectrum to MVNOs. The flexibility
of Cell C's operating model and network also leave it well positioned to adopt new telecom
technologies such as satellite, enabling fast expansion into underserved areas without large
infrastructure costs.
Cell C's capex- and asset-light operating model has successfully reduced the infrastructure burden
on Cell C and repositioned it for profitable revenue growth. For example, Cell C's capex intensity
(capital expenditures divided by revenue) was 7.0%, and 5.7%, on a standalone and pro forma
Group basis for the period ended 31 May 2025, respectively. By shifting capital expenditure to
operational expenditure, Cell C has gained flexibility and improved cost efficiency, creating a solid
foundation for sustainable growth. This transformation is expected to allow Cell C to invest
strategically in its customer experience, digital capabilities and partnerships to deliver real value to
end-users.
b. Pioneering network strategy and infrastructure modernisation, delivering improved
customer experience
At the centre of Cell C's network strategy is its unique national dual MOCN operating model. This
model, including Cell C's own spectrum plus roaming agreements with MTN and Vodacom, gives
Cell C's customers access to national-grade coverage and reliability, via either MTN's or
Vodacom's RANs, as well as leading technology such as 5G. Cell C's customers are able to access
Cell C's network through the network sites of either MTN or Vodacom. Cell C SIM cards can
automatically connect a customer to either MTN's or Vodacom's network based on availability and
connectivity. Steering can be controlled by Cell C's core network. If a Cell C customer does not
have coverage on one of these networks, the SIM card can automatically switch them to the other
network if there is coverage. Even though Cell C customers access its network through the network
sites of MTN and Vodacom, the traffic is routed to Cell C's network for processing, which enables
Cell C to retain full control over the customer experience.
This innovative national dual MOCN solution enhances Cell C's network resilience, supports its
customer experience and allows it to offer nationwide coverage in South Africa (network coverage
of 98.7% of South Africa's population). The transition from Cell C's own physical tower network to
its partner network model increased its effective network size from approximately 5,500 sites to
over 28,000 sites and is expected to continue to benefit from further network investments by MTN
and Vodacom. This new strategy has seen Cell C, for the first time in its history, recognised as the
joint best in Mobile Network Reliability in South Africa, as awarded by global independent authority
OpenSignal in August 2025. This achievement marks a significant milestone in Cell C's journey,
underscoring the strength of its network transformation and its commitment to delivering
dependable connectivity. Cell C was also joint number one for Video Experience and Voice App
Experience, further validation of the network's progress across multiple dimensions of customer
experience.
c. Cell C has multiple growth engines across key value segments and lines of business, which
position the Group well for its next growth phase
Cell C has built a diversified and scalable revenue model with multiple growth engines across the
personal, digital products and wholesale / B2B segments, which is built to scale with demand.
The consumer segment comprises mobile prepaid and postpaid mobile services, fixed (home)
service and value-added services. In this segment, Cell C has begun to refocus on the postpaid
segment (which is managed by CEC) to improve customer lifetime value and Average Revenue
Per User ("ARPU"). It has increased its brand and marketing activities to drive market
consideration, and it has increased its focus on device financing. The personal segment is
underpinned by a strong consumer distribution platform established across wholesale resellers,
retail distribution partners, branded stores and telesales.
Cell C has an informal distribution channel through partner wholesale resellers, led by an extensive
network of "super-dealers" alongside partnerships with leading South African retailers and
banks/financial services providers. Cell C partners with established resellers to distribute its SIM
cards across South Africa. SIM cards are distributed through various last mile hubs and channels
such as retail shops and other sub-dealers. Cell C also has a network of 104 company owned and
franchised stores across South Africa, with refurbished stores rolled out over 50 locations aligned
with Cell C's refreshed brand identity. In addition, Cell C has established relationships with leading
retail distribution partners across South Africa, including Pepkor, Foschini, Shoprite, Retailability,
Pick 'n Pay and Pepkor Lifestyle. As at 31 August 2025, these relationships gave Cell C access to
7,984 distribution partner locations across South Africa.
The wholesale and B2B segment includes enterprise solutions, wholesale and services for MVNOs
and MVNEs and business products. Cell C is moving beyond a simple wholesale model with value-
added services, data insights and advanced enablement tools to secure long-term growth and
differentiation. It is also expanding B2B services to gain traction as a trusted partner to government
and private entities and leveraging its MOCN redundancy capabilities to offer superior Internet of
Things ("IoT") services. Cell C was the first mobile operator in South Africa to host MVNOs and has
since developed a reputation as the "Home of MVNOs" with several successful brands.
Cell C is in the process of making access available to 5G and VoLTE across its network and, among
other things, enabling its MVNO clients to leverage next generation connectivity and expand their
capabilities. Cell C is also introducing data analytics to optimise customer engagement and enable
data integration with third-party business intelligence platforms, micro-lending solutions for airtime
and data top-ups and monetising APIs and automated invoicing, contract management, collections
and omni-channel customer care. These services place Cell C in the best position to capture an
even greater share of the rapidly growing MVNO market, which is forecast to reach c. 10.3 million
SIM cards by 2028 according to the 2025 South Africa MVNO Market Outlook Report (Africa
Analysis, May 2025).
Cell C has also begun to build out a focused B2B enterprise strategy aiming to serve businesses
with mobile connectivity, fixed wireless access and value-added services. In keeping with its asset-
light model, Cell C is leveraging partnerships to pursue enterprise clients rather than building out a
large direct sales force. Enterprise customers represent an attractive area of growth as they tend
to provide a higher ARPU and more stable revenues and many of these enterprises are spending
greater amounts on digital initiatives to drive efficiency which the Group can support.
d. Cell C is agile and focused with a strong challenger mindset
As a result of, amongst other things, the changes in strategy that the new executive management
team has implemented since 2023, Cell C has emerged as a nimble and customer-centric
challenger telecommunications player in the South African market. Cell C's new operating model
focuses on agility, cost-efficiency and strategic partnerships, allowing it to deliver innovative
solutions and respond quickly to market changes, thereby creating value for both customer and
shareholders.
e. Cell C is a lean and agile organisation, supported by an experienced management team with
strong technical and operational expertise
The Group boasts a committed, and resilient management team, with extensive multidisciplinary
experience in the industry that has successfully delivered a turnaround of Cell C. The Cell C
management team has more than 25 years of experience per person, on average. The team
includes one Chartered Accountant (SA), three MBA holders and two Actuarial Science experts,
demonstrating a high level of expertise and professional competence. Having been built
progressively over the past 24 months, the executive team is now fully in place, with a year of
stable, aligned leadership driving strategic execution and business transformation. The
management team is supported by a committed, skilled and diverse employee base of c. 900
people as at 31 August 2025, enabling rapid decision making to deliver innovative solutions and
responding quickly to market changes and strategic objectives. The Group's employee base allows
for a deep bench of leadership, enabling succession and retention of key talent across the Group.
The management team is supported by an experienced board of directors. The board collectively
brings over a century of leadership and governance experience, anchored by multiple Chartered
Accountants and seasoned executives with advanced degrees in business, finance and strategy.
Their combined expertise spans telecoms, corporate finance, audit, transformation, public policy,
and regional development, with several members having founded or led prominent firms, chaired
audit and governance committees and served on boards of major listed and unlisted companies.
Their qualifications include MBLs, MBAs, international executive programs and cybersecurity
credentials, reflecting a deep and diverse skill set suited to complex oversight and strategic
direction.
f. The Cell C brand is well-established, resilient and ranked in the top 30 South African brands
Cell C continues to be a highly resilient brand with a loyal customer base, long-established and
respected in the South African market, executing with clear momentum toward becoming a top
three connectivity solutions player. Independent recognition underscores this trajectory. In August
2025, Cell C was a joint winner for Reliability Experience in OpenSignal's South Africa report, the
first time Cell C has achieved this distinction. The brand also shared the Video Experience award
in the same report and, in July 2025, was recognised as number one in South Africa for Best Video
Experience on 4G and it won a Global Rising Star Award. Beyond network proof points, Cell C was
the industry winner for Home Internet Excellence in the Ask Afrika Orange Index 2024/25 and was
recognised by Kantar BrandZ (2024) among South Africa's Top 30 most valuable brands.
Since July 2023, Cell C has re-anchored its business model around a clear intent and asset-light
strategy, leveraging access to South Africa's best networks. Cell C underwent a full brand refresh
aimed at developing a customer-centric brand through targeted approaches and consistent delivery
of the new brand purpose and brand values and repositioning launched on 15 August 2024,
anchored by the new brand platform "Nothing should stop you", signalling Cell C's role and purpose
as an ally to those the Company serves, which removes friction so customers can focus on what
matters.
Brand momentum is reflected in customer sentiment. Cell C's Net Promoter Score ("NPS") rose
seven points year-on-year, from 23 to 30. Following a Q2 2025 trough of 19, NPS rebounded
strongly with a 10-point gain in Q3 2025 (to 29) and further improved to 30 in Q4 2025. This reflects
the positive impact of the rebrand, proof-led communications, and improving customer experience,
as tracked by the Kantar BrandZ Brand Health Tracker. Cell C's customer satisfaction survey
(prepaid services) has also consistently exceeded benchmarks, with 93.3% customers satisfied
with its services in the year ended 31 May 2025, compared to 92.4% in the five months ended 31
May 2024, 91.2% in the year ended 31 December 2023 and 89.0% in the year ended 31 December
2022. In addition, as of August 2024, Cell C has launched a refreshed brand positioning, expanded
its national franchise model and revamped more than 50 retail stores, all reinforcing Cell C's
commitment to customer experience and operational agility.
g. Cell C has completed a turnaround with strong financial improvements in margins, debt
reduction and cost base
Cell C has successfully executed a high-impact turnaround strategy that has stabilised and
streamlined the business and has positioned it for future growth. Since the implementation of its
turnaround strategy, Cell C has experienced improvements in its revenue diversification and cost
containment.
In the first six months after deactivating its remaining towers in June 2023, Cell C delivered
incremental revenue of ZAR300 million and undertook a number of cost-cutting measures, resulting
in approximately ZAR300 million of reduced costs. It also renegotiated a significant number of its
critical agreements, unlocking approximately ZAR2 billion in net savings and recouping
approximately ZAR400 million in cash, including landmark roaming agreements for network parity
which are pivotal to business sustainability.
In the year ended 31 May 2025, Cell C's EBITDA margin was 18.9%, compared to 12.7% in the
five months ended 31 May 2024 (18.3% in the 12 months ended 31 May 2024). Over the same
period, Cell C's EBIT margin was 14.3%, compared to 9.2% in the five months ended 31 May 2024
(13% in the 12 months ended 31 May 2024).
In the year ended 31 May 2025, Cell C's standalone net debt to EBITDA was 2.7x compared to
4.3x in the twelve months ended 31 May 2024. These efforts, together with the recapitalisation of
the Group's debt structure, have resulted in a deleveraging of the balance sheet, significantly
improving Cell C's liquidity, and thereby positioning Cell C for long-term sustainable growth. Upon
Listing, assuming that all of the steps of the Restructuring have been successfully completed, the
Group is expected to have a gross debt of ZAR2.75 billion.
h. Cell C is well-positioned for the public markets
In preparation for Listing, Cell C has undertaken key steps to ensure that it is well-positioned for
the public markets. Cell C has strengthened its governance structures and has concluded all
agreements to effect the Restructuring as outlined above, which will significantly simplify Cell C's
ownership structure and ensure that Cell C is appropriately structured for success in the listed
environment. As part of the turnaround strategy, Cell C has strengthened its board of directors and
audit and risk functions. In June 2023, Cell C appointed two new independent non-executive board
members, which has strengthened the board's independence and telecommunications experience.
Two non-independent directors also ceased to be board members of the Company.
In addition, Cell C is significantly simplifying its capital structure. Prior to the Restructuring, the
Group's capital structure included significant shareholder loans owed to TPC and other
shareholders and legacy third-party debt. These liabilities have hampered the Group's ability to
fund its growth plans. Due to various historic funding transactions, TPC acquired various tranches
of airtime from Cell C at a discount to face value in order to provide liquidity to Cell C for its cash
requirements. TPC will return a significant portion of airtime back to Cell C as part of the
Restructuring.
Cell C believes that the Restructuring, which will be implemented shortly before Listing, will
eliminate the complexities in its capital structure, optimise its balance sheet and promote
efficiencies by insourcing its key operational units.
STRATEGY AND PROSPECTS
The Group's strategy is governed by its purpose to be an ally to those it serves. Its vision is to be the first
choice for customers because the Group puts them at the heart of everything it does. The Listing is
expected to be an enabler of its strategy, as it will elevate the Cell C brand, enhance access to capital to
sustain growth, instil public transparency and market discipline, and enhance the Group's profile with key
partners.
Within this framework, the Group has built its strategy on five key pillars aimed at unlocking the full potential
of its unique operating model in South Africa. These are:
a. Addressing network quality and perception;
The Group plans to continue to build on its brand and network quality perception, using third-party
validation such as OpenSignal and Ask Afrika Internet Excellence recognitions, as well as
transparent cues (coverage maps, speed checks, etc.). The Group's move to its national dual
MOCN model has eliminated the requirement to fund or maintain thousands of towers, keeping
capital intensity structurally lower than peers.
b. Reinforcing value perception to drive growth;
With traditional revenues under pressure, the Group intends to drive growth in diversified customer
segments, particularly in MVNOs, creating sustainable revenue streams.
The Group's customer base is currently partially diversified with Prepaid, Postpaid, Wholesale
(including MVNOs), roaming and other (including enterprise revenue, fibre to the home revenue
and roaming revenue) and equipment representing, respectively, 42.1%, 15.3%, 9.8%, 13.1% and
19.7% of revenue for the year ended 31 May 2025 on a Group pro forma basis. In the same period,
the Group had 4.489 million MVNO Home Location Registers. The Group intends to further balance
its exposure across these groups, creating greater resilience and reducing the Group's dependence
on any one particular segment. Specifically, greater exposure to Wholesale (including MVNOs)
provides more predictable, annuity-like revenues and can provide a consistent underpinning to
earnings, even in competitive or turbulent consumer markets.
c. Leveraging partnerships to boost revenue;
The Group is in the process of building out its partnerships to create a digital solutions ecosystem
to unlock new verticals and revenue streams, enabling capex-light expansion in a highly
competitive, regulated market. It intends to embed partnerships at the core of its business model
to enable capex-light entry into high-growth verticals, positioning Cell C as an ecosystem
orchestrator rather than a pure connectivity provider. The advantages of this partner ecosystem
model include financial efficiency, operational agility, expanded market access and additional long-
term growth levers.
The Group has active strategic partnerships with IoT, cloud and managed security providers,
expanding its digital solutions footprint. It is also active in public sector pilots in e-government
services, which has the potential to create a pipeline of scalable solutions. The Group expects that
its MVNO clients and channel partners will actively seek to cooperate with the Group on new joint
growth initiatives to expand into new market segments, as these partnerships offer great benefits
to both parties. The Group's ecosystem's revenue-sharing and margin models are cash efficient
and reduce capital requirements needed for new product launches and entry into new markets.
Group partners bear a significant amount of the cost of developing new products and the Group
and the partner then share in the revenue derived from the product.
Cell C will continue to grow the MVNO platform, offering value-added services, analytics, and
enablement tools to attract new partners and deepen existing relationships. Cell C will also leverage
the scalable, capex-light model to support new entrants and niche brands, capturing a greater share
of the expanding MVNO market.
d. Delivering best-in-class experience;
Part of the Group's strategy is to further drive customer growth in the retail segment through a
commitment to delivering best-in-class customer service and experience. The Group will redefine
service excellence through human-centered design and digital-first support, positioning Cell C as
the trusted ally customers rely on. Cell C will invest in digital platforms, self-service channels, and
omni-channel support to enhance customer journeys, reduce cost-to-serve, and improve retention.
The Group has already had success in improving its customer satisfaction. During the year ended
31 May 2025, NPS scores improved by seven points year-on-year from 23 to 30, reflecting an
improved customer experience.
The Group has also revamped its customer app to enhance usability. The Group is now developing
digital-first channels and redesigned customer touchpoints to reduce its cost-to-serve and meet
rising expectations, improving satisfaction and loyalty. It will also optimise its overall sales channels,
including its website, further enhancing the new Cell C app and USSD to provide additional
opportunities for seamless and frictionless self-service support and onboarding. The Group
believes that this process will allow it to avail itself of additional operational efficiencies. Digital-first
channels reduce the Group's cost-to-serve while improving satisfaction, driving improved retention
which reduces churn costs. Increased lifetime value per customer drives direct EBITDA uplift.
In addition, the Group has already refurbished more than 50 stores in line with the Group's brand
refresh and is franchising a number of its company-owned stores to drive focused execution. It is
also expanding its retail footprint to strengthen accessibility and market presence.
e. Driving an infectious brand connection.
Cell C has repositioned itself as a spirited disrupter, shifting from a transactional telecom company
to a purpose-led brand that resonates emotionally with customers and communities. The brand's
purpose is to be an empathetic, bold and practical ally to those it serves, by simplifying connectivity.
It aims to create emotional stickiness with its customers that reduces churn and increases customer
lifetime value, transforming the brand into a core asset. Cell C will leverage high-ROI sponsorships
(e.g., Sharks rugby, Comrades Marathon) and targeted campaigns to increase brand salience and
customer growth.
The unifying platform "Nothing should stop you" is intended to signal that, through the right alliances
with customers, partners, and communities, South Africans can progress without friction, with Cell
C enabling that progress. By driving an infectious brand connection, Cell C aims to elevate its
reputation and preference, broaden its market relevance, and create long-term enterprise value.
This brand ambition is anchored in moving beyond the traditional challenger role. The 2024 rebrand
deliberately shifted Cell C from "challenger" to first-choice connectivity brand, aligning identity, tone,
retail, digital and service under a single platform. The rebrand campaign successfully improved
brand relevance and trust perception.
The Group plans to increase its visibility in the retail market to reinforce customers' connection to
the brand and to drive further adoption of its services. Looking ahead, Cell C will scale a single,
proof-first "Nothing should stop you" marketing platform across media, sponsorships and the new
Cell C app to build an "infectious brand connection" that deepens customer advocacy and supports
disciplined, return-focused growth.
OUTLOOK
Certain statements in this section, including in particular the unaudited financial targets described
below, constitute forward-looking statements. These forward-looking statements are not
guarantees of future financial performance and the Group's actual results could differ materially
from those expressed or implied by these forward-looking statements as a result of many factors,
including, but not limited to, those described under the disclaimer. Investors are strongly urged not
to place undue reliance on any of the statements set forth below. The Group can give no assurance
that the targets and outlook described below will materialise or prove to be correct. Because these
statements are based on assumptions or estimates and are subject to risks and uncertainties, the
actual results or outcome could differ materially from those described below.
The table below sets out the Group's outlook for the 2026 and 2027 fiscal years and for the medium-term
(i.e. the next three-to-five years).
Near-term (1) Medium-term
Net revenue growth Low to mid single digits Mid single digits
EBITDA margin Low twenties Mid twenties
EBIT margin Around mid teens Mid to high teens
Capital intensity ratio Mid single digits as a % of revenue Low to mid single digits as a % of revenue
Capital structure Dividend payout of 30-50% of free cash flow Dividend payout of 30-50% of free cash flow
<1.0x net debt /EBITDA
(1) Short term guidance considers the year ended 31 May 2025 pro forma numbers as the base year
The Group's objective is to maintain a strong capital base to support growth, optimise leverage and drive
returns. Given the Group's expected growth in the medium-term, operational cash requirements and the
imperative to retain balance sheet flexibility in support of Cell C's growth strategy, the Group is targeting an
indicative leverage ratio of less than 1.0x (net debt to EBITDA) in the medium-term.
CELL C'S FINANCIAL HIGHLIGHTS
The following table presents selected financial information for the Group for the period indicated:
(ZAR millions) Group pro forma
year ended 31 May
2025
Revenue 13 714
Other income 1 053
Direct expenses (7 331)
Employee benefits expense (877)
Depreciation and amortisation (751)
Impairment loss reversal/(impairment loss) on trade receivables (483)
Other expenses (2 425)
Profit before net finance costs, equity-accounted profit and tax 2 901
Finance costs (1 417)
Finance income 41
Profit before tax 1 525
Income tax expense 1 970
Profit for the year 3 496
DIVIDEND POLICY
The Company's board recognises the importance of maintaining a consistent dividend policy and will
endeavour to avoid volatile swings in the dividend profile by ensuring high-quality medium-term strategic
and financial planning.
Any dividend proposed by the Company's board in respect of any financial period will be dependent on and
influenced by, among other considerations, the Group's operating results, financial position, investment
strategy, capital requirements and strategic initiatives. The Company will seek to ensure that there is
sufficient cash available, and cash is generated by the business which will contribute to funding for the
Company's growth aspirations. Leverage will be used responsibly to maintain its strategic flexibility.
In this respect, the Company's board has adopted a dividend policy targeting an annual pay-out of 30% to
50% of free cash flow, payable in two instalments within the financial year. The first dividend payment is
expected to be in the financial year ended 31 May 2027. Notwithstanding its adopted dividend policy and
intention, the Company's board retains absolute discretion to determine actual dividend declarations, and
the Company may revise its dividend policy from time to time.
RATIONALE FOR THE OFFER AND LISTING
Following the 2022 Cell C recapitalisation, BLU has been assessing further ways to unlock value for its
shareholders. BLU has supported Cell C across a number of transactions since the initial investment in the
business.
As per the SENS announcements released on 16 May 2025, 1 September 2025, 4 September 2025 and
22 September 2025, BLU has been considering various strategic options and initiatives to unlock and
deliver value to its shareholders.
From a BLU perspective, the Listing of Cell C, together with the benefits to be derived from the successfully
completed turnaround strategy and its improved sustainability, will enhance the value of Cell C and in turn
restore its shareholder value. Additionally, the Listing of Cell C is expected to deliver significant benefits to
BLU 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; crystallisation of value for
BLU shareholders on the investment in Cell C given that it was undervalued for a number of years and;
elevating the Cell C brand through its potential Listing on the JSE.
As per the publication of the Cell C presentations published on 26 May 2025 and 22 September 2025 (see
the SENS announcements released by BLU on Monday, 26 May 2025 and on Monday, 22 September
2025), under the 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. BLU continues to believe in the strong
investment case of Cell C, however the proposed listing and separation of BLU and Cell C are aimed at
ensuring the future success of both businesses.
The main purposes of the Offer and Listing, as applicable, are to:
• provide a platform on which the Company's Ordinary Shares can freely trade and unlock the
inherent value of the business through the Listing and trading of the Ordinary Shares on the JSE;
• provide the Company with access to capital markets, which it may use to support and develop
further growth of the Cell C Group and to finance acquisitions of, or investments in, businesses,
technologies, services, products, software, intellectual property rights, spectrum and other assets
in the future;
• raise Cell C's profile and visibility with its key partners and elevate the Cell C brand through the
listing and trading of the Company's Shares on an established exchange and increase stakeholder
awareness regarding the Group's vision, strategy and operations;
• introduce new empowerment shareholding;
• provide a platform for management incentives, which are directly aligned to key performance
measures of the Company;
• allow BLU shareholders and potential investors to independently assess the value and strategic
focus of each business; and
• enable TPC to realise a portion of the Group's investment through the Offer, thereby unlocking
value from its shareholding and crystallising the value for TPC and BLU shareholders in the
investment in Cell C.
TPC will receive proceeds from the delivery and settlement of the Sale Shares and the overallotment shares
(to the extent that the Overallotment Option is exercised) sold to prospective investors pursuant to the Offer.
THE OFFER AND LISTING
The Offer will only be implemented, if it becomes unconditional in accordance with its terms and conditions,
which will be set out in a pre-listing statement to be published by the Company in due course (the "Pre-
Listing Statement"). The Offer is conditional upon the Restructuring being implemented in full in
accordance with the provisions of the Restructuring implementation agreement. Investing in the Offer
involves risks. The Pre-listing Statement will be issued in compliance with the JSE Listings Requirements
for the purposes of providing information to selected prospective investors with regard to the business and
affairs of the Group. Accordingly, any investment decision in connection with the Offer and Listing, if
proceeded with, should be made solely on the basis of the information that will be contained in the Pre-
listing Statement.
It is currently expected that the Offer will only be made:
• in South Africa, to financial institutions and other persons who are referred to in section 96(1)(a) of the
Companies Act 71 of 2008, as amended (the "Companies Act"); and (ii) to selected persons in South
Africa in respect of whom the total contemplated acquisition cost for Shares is not less than
ZAR1,000,000 per single addressee acting as principal as contemplated in section 96(1)(b) of the
Companies Act;
• within the United States to persons reasonably believed to be qualified institutional buyers as defined
in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"), or pursuant to another exemption from, or in a transaction not subject to, the registration
requirements under the U.S. Securities Act, and applicable state and other securities laws;
• in the European Economic Area ("EEA"): (a) to persons in member states of the EEA (each a "Member
State") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129, as amended) ("EU Prospectus Regulation") ("Qualified Investor"); and
(b) in the case of any Shares acquired by it as a financial intermediary, as that term is used in the EU
Prospectus Regulation, (i) such Shares acquired by it in the Offer have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale to, persons in any member state of the
EEA which has implemented the EU Prospectus Regulation ("Relevant Member State") other than
Qualified Investors or in circumstances in which the prior consent of the Managers (as defined below)
have been given to the offer or resale; or (ii) where such Shares have been acquired by it on behalf of
persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is
not treated under the EU Prospectus Regulation as having been made to such persons;
• in the United Kingdom, to (i) persons falling within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) other
persons to whom such investment or investment activity may lawfully be communicated or caused to be
communicated who are also (B) Qualified Investors; and
• if you are outside the United States, the United Kingdom, the EEA and South Africa to selected persons
in such other jurisdictions in reliance on Regulation S of the U.S. Securities Act, to whom the Offer will
specifically be addressed, and only by whom the Offer will be capable of acceptance in accordance with
the laws and regulations of their relevant jurisdiction.
There will not be any offer made to the public (or a section thereof) in any jurisdiction pursuant to
the Offer.
TPC and the Company will agree to customary lock-up arrangements prohibiting the sale, transfer or other
disposal of, their Shares held at Listing 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 Managers (as defined below) and will be
detailed in the Pre-listing Statement. The BEE SPV will be permitted to dispose of 20% of its Shares per
year from month 13 to 60 post the Listing. The disposals may only be to qualifying B-BBEE parties, subject
to the consent of TPC. The Shares under the Executive Transfer will be subject to restrictive conditions and
the Cell C management team will be unable to dispose of their Shares until those Shares have become
unrestricted. The Cell C senior management team do not hold any Shares in Cell C outside of the Executive
Transfer.
Rand Merchant Bank (a division of FirstRand Bank Limited) ("RMB"), Investec Bank Limited ("Investec"),
and Morgan Stanley & Co International plc ("Morgan Stanley") (collectively, the "Managers") are acting as
Joint Global Coordinators and Joint Bookrunners in relation to the Offer and Listing.
RMB has been appointed as financial adviser and Transaction Sponsor to BLU and Cell C. Investec has
been appointed as financial adviser to BLU.
DLA Piper Advisory Services Proprietary Limited has been appointed as legal adviser to Cell C and the
Company.
Werksmans Attorneys Inc. has been appointed as the legal adviser to BLU and TPC.
Bowman Gilfillan Inc. and Milbank LLP have been appointed as legal advisers to the Managers.
ADDITIONAL INFORMATION
Additional information in respect of Cell C is available on BLU's investor relations website at
https://www.bluelabeltelecoms.co.za/presentation.php. Further information and disclosures can be found
in the Pre-listing Statement when published.
Sandton
5 November 2025
Transaction Sponsor
Rand Merchant Bank
Enquiries:
Cell C:
Rachael Ayo-Oladejo
Chief of Strategy, Staff and Business Transformation
rachael@cellc.co.za
Managers:
Financial Adviser to BLU and Cell C, Joint Global Coordinator and Transaction Sponsor
RMB
Dave Sinclair
+27 (0)11 282 8077
Joint Global Coordinator
Morgan Stanley
Jako van der Walt
+27 (0)11 587 0832
Financial Adviser to BLU, Joint Global Coordinator
Investec
Jarrett Geldenhuys
Ashleigh Williams
+27 (0)11 286 7000
DISCLAIMER
Forward looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future
actions, including the Offer and Listing. 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 Blu Label,
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 and the Group expressly disclaims 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 BLU or the Company to proceed with the proposed Restructure 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 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 the Selling Shareholder, the Managers (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, the Selling Shareholder, the Managers (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, contract or otherwise which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.
The Managers are acting exclusively for the Company and no one else in connection with the Offer. They
will not regard any other person as their respective clients in relation to the proposed Offer and will not be
responsible to anyone other than the Company for providing the protections afforded to their respective
customers or for giving advice in relation to the proposed Offer and the Listing or any transaction or
arrangement referred to herein.
In connection with the Offer, each of the Managers 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 proposed Offer. Accordingly, references in the
Pre-Listing Statement, if published, to shares being offered or placed should be read as including any
offering or placement of shares to any of the Managers or any of their respective affiliates acting in such
capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with which such Managers (or
their affiliates) may from time to time acquire, hold or dispose of shares. None of the Managers 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: 05-11-2025 09:45:00
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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