The Competition Tribunal has given the green light to a transaction that should help advance a proposed plan to list Cell C on the JSE.

The regulator on Thursday said it has given its blessing, without conditions, to a transaction that will see Cell C buying back its contract customer base from its largest shareholder, Blue Label Telecoms.

Cell C is buying Comm Equipment Company (CEC), which houses its contract customer base, from Blue Label subsidiary The Prepaid Company, which itself is involved in a deal to buy control of the mobile operator. Blue Label is in the process of seeking regulatory approval from the Competition Commission to increase The Prepaid Company’s stake in Cell C from 49.5% to 53.5%.

“Following the transaction, Cell C will exercise sole control over CEC,” the tribunal said in a statement. “For its post-paid business, Cell C has relied on CEC to manage sales, marketing, support and administrative services.”

CEC has provided post-paid sales services (contract renewals), marketing, administrative support and back-office services for Cell C, the regulator said. “It also sources and sells handsets to Cell C post-paid subscribers.”

In May, Blue Label – which will next month change its name to Blu Label Unlimited Group – said it may list Cell C on the JSE as part of a broader restructuring of the group aimed at unlocking shareholder value. The announcement lit a fire under Blue Label’s share price, which has appreciated by 183% since January (up to Wednesday’s market close). It was up a further 3.9% as of 2.51pm in Johannesburg on Thursday.

Restructuring

“The proposed restructure is expected to encompass various ancillary transactions, aimed at optimising Cell C’s capital structure and balance sheet in preparation for a potential separation and future listing on the JSE. Should Blue Label elect to implement the proposed restructure, it is envisaged that the various restructuring steps will be inter-conditional and contingent upon the potential listing of Cell C,” Blue Label said in May.

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“The restructuring, including the listing of Cell C, will be subject to approval by the boards of both Blue Label and Cell C and will require shareholder and regulatory consents as well as favourable market conditions.”

Other components of the proposed restructuring include:

Airtime asset transfer: The Prepaid Company, or TPC, which holds shares and debt claims in Cell C, will transfer Cell C airtime currently held by TPC on its balance sheet to Cell C in exchange for newly issued additional equity in Cell C.
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.
SPV restructure: The special purpose vehicles (SPVs) currently holding equity interests in Cell C will also be restructured as part of the broader initiative, aligning their ownership structures with the redefined capital framework.

“Overall, the restructure is intended to streamline operations, improve financial sustainability and enhance Cell C’s strategic readiness for long-term growth and a potential listing,” Blue Label said. – © 2025 NewsCentral Media

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