In a move described as a “significant milestone”, Blu Label Unlimited Group – previously Blue Label Telecoms – has been given the green light by the Competition Tribunal to take control of mobile operator Cell C.

The JSE-listed group said in a statement to investors on Thursday that The Prepaid Company – the Blu Label subsidiary that houses its investment in Cell C – has received approval, with conditions attached, from the tribunal to increase its shareholding from a non-controlling 49.53% stake to 53.57% (representing a further 4.04% stake).

It said the conditions attached to the increased stake are “acceptable” to both The Prepaid Company and to Cell C.

“This development represents a significant milestone in advancing the company’s strategic objectives and operational capabilities within the telecommunications sector,” Blu Label, which changed its named from Blue Label Telecoms this week, told investors.

It comes just days after Blu Label said that agreement had been reached on a major restructuring involving Cell C ahead of its possible (and increasingly likely) listing on the JSE in 2026.

“The pre-listing restructuring encompasses various transactions aimed at optimising Cell C’s capital structure and balance sheet in preparation for a separation and listing of the Cell C ListCo business on the JSE,” Blu Label said in a statement to investors on Monday. The restructuring will include:

The conversion of various claims totalling R3.7-billion held by Blu Label subsidiary The Prepaid Company (TPC) against Cell C into Cell C equity;
The transfer of 100% of the shares in Comm Equipment Company held by TPC to Cell C in exchange for Cell C equity at a price of R2.15-billion;
The transfer of airtime with a sales value of between R7.3-billion and R7.5-billion, including VAT (the exact value to be determined by TPC), from TPC to Cell C in exchange for Cell C equity;
The acquisition by TPC of the shares in Cell C held by Special Purpose Vehicles (SPVs) 4 and 5 in settlement of the debt obligations of those entities to TPC; and
The Cell C ListCo “flip-up”, whereby Cell C shareholders will exchange their Cell C shares for Cell C ListCo shares in preparation of the future listing of Cell C ListCo.

Management incentives

“Blu Label will also ensure that the Cell C management team have an appropriate management incentivisation structure in place as part of the Cell C listing preparation,” Blue Label said in the statement.

The Cell C listing remains subject to market conditions as well as shareholder, regulatory and other approvals, Blu Label emphasised to investors.