Blu Label Facilitates BEE SPV Transaction to Ensure 30% HDP Ownership for Cell C Listing

Blu Label Unlimited Group Limited  (formerly Blue Label Telecoms Limited), a leading South African digital distribution company, has issued an announcement regarding the pre-listing statement of Cell C Holdings Limited  (“Cell C Holdings”), which intends to list its ordinary shares on the Johannesburg Stock Exchange (JSE). The announcement, released on 13 November 2025, provides details on Cell C Holdings’ listing strategy, B-BBEE ownership structure, and related pre-listing arrangements.

The pre-listing statement outlines that Cell C Holdings and its subsidiary, The Prepaid Company Proprietary Limited (TPC), are implementing steps to ensure the minimum 30% ownership by Historically Disadvantaged Persons (HDPs) at the time of listing, in compliance with the Independent Communications Authority of South Africa (ICASA) regulations. To achieve this, a Broad-Based Black Economic Empowerment Special Purpose Vehicle (BEE SPV) will be fully funded by TPC to acquire between 5% and 20% of Cell C Holdings shares as part of the offer. The BEE SPV and its shareholders will be subject to a six-year lock-up period to maintain compliance with empowerment requirements.

The announcement clarifies that the BEE SPV acquisition will not dilute existing shareholders and is structured to ensure sustainable HDP ownership levels post-listing. The value of the BEE SPV claim is expected to range between R2.0 billion and R2.4 billion, depending on the offer price of the shares and the final allocation to the BEE SPV. The transaction is classified as a Category 2 transaction under JSE Listings Requirements and does not require shareholder approval.

Blu Label highlighted that Cell C Holdings, as a telecommunications and technology group in South Africa, has a diversified business model, including retail, wholesale, and mobile virtual network operations. Over the past two years, Cell C has strengthened its executive management team and returned to a growth trajectory, improving operational and financial metrics.

The BEE SPV is comprised of fully B-BBEE owned entities with credible track records and long-standing partnerships with Blu Label. The structure ensures that Cell C Holdings maintains its B-BBEE compliance and strengthens inclusive economic participation while aligning with South Africa’s transformation agenda.

Financial and legal advisers to the transaction include Rand Merchant Bank as Transaction Sponsor, Investec Bank as financial adviser to Blu Label, Werksmans Attorneys Inc. as legal adviser to Blu Label and TPC, and DLA Piper Advisory Services as legal adviser to Cell C.

The full pre-listing presentation, including Cell C Holdings’ business strategy, model, financial performance, and outlook, is available for shareholders via Blu Label’s website.