Cell C’s largest shareholder, Blue Label Telecoms, on Monday announced that an agreement has been reached on a major restructuring involving the mobile operator ahead of its likely (but still not confirmed) 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,” Blue Label said in a statement to investors on Monday. The restructuring will include:

The conversion of various claims totalling R3.7-billion held by Blue 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.

“Blue 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, Blue Label emphasised to investors.

Management stake

The restructuring will be implemented shortly before the Cell C listing, should it proceed. It will:

Provide 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; and
Elevate the Cell C brand through its potential listing on the JSE.

“Under the new 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,” Blue Label said.

“Blue Label continues to believe in the strong investment case of Cell C, and furthermore the potential Cell C listing and separation of Blue Label and Cell C are aimed at ensuring the future success of both businesses.”

Under the proposed restructuring, Cell C management will get 4.5% of Cell C ListCo shares for no consideration subject to conditions. “The terms of the scheme will include conditions that are typical for a transaction of this nature.”

A Blue Label circular setting out additional details of the terms of the pre-listing restructuring will be distributed to the shareholders “in due course”.

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The circular will, amongst other things, incorporate a notice convening a general meeting of shareholders at which they will be requested to consider, and if deemed fit, to pass the relevant resolutions required to approve the planned restructuring. – © 2025 NewsCentral Media

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