Cell C Holdings opens share offer ahead of JSE listing

Cell C Holdings’ offer to qualifying investors has opened, with the JSE listing date for the South African telecom operator set for November 27, 2025.

The offer includes up to 173.4 million shares, along with an additional 9.52 million shares, which features an allocation of up to 68 million shares to a new empowerment ownership structure. The offer, representing 54% of Cell C’s shares, opened on Thursday and will close on November 21, according to a pre-listing statement.

Proceeds from the listing are expected to reach up to R6.5 billion, which includes an allocation of shares valued at approximately R2.4 billion to an empowerment vehicle.

The market capitalisation of the listing is estimated to be between R10 billion and R12 billion, with the offer price range set between R29.50 and R35.50 per share.

This listing is made possible by Cell C’s major shareholder, JSE-listed Blu (formerly Blue Label Telecoms), which aims to unlock value for Blu shareholders through the listing, provide Cell C with access to capital markets, increase the liquidity of its shares, and enhance the brand exposure of Cell C.

Steps are being taken to ensure the requisite B-BBEE ownership structure is in place at the time of listing. Cell C currently reflects a level 1 B-BBEE contributor rating, with 40.14% black ownership, 17.01% women ownership, and 22.00% black new entrants.

Additionally, the ownership structure at the time of listing is planned to include flow-through B-BBEE ownership from Blu subsidiary, The Prepaid Company (TPC), of 11% to 16% (depending on TPC's residual shareholding after the private placement), as well as black ownership through the Executive Transfer scheme.

To ensure Cell C maintains a minimum of 30% black ownership at listing, a special purpose vehicle will own a direct interest in the company. This interest will be vendor-funded by TPC. The entity, named Sisonke Growth Partners, will be owned by Fordside Enterprises, Sangrilor, and Nubridge Capital, which are all 100% B-BBEE owned entities.

“These entities have been trusted partners of BLU for a significant period of time. Included in the offer is an allocation of up to 68 million shares, translating to up to R2.4 billion to the BEE SPV,” the statement said.

In July 2021, Cell C initiated a turnaround strategy focused on more efficient operations, reducing expenditure, and optimising traffic. This strategy included reduced capital expenditure and a shift from a fixed-cost infrastructure-based network to a variable operational expenditure model. Along with a debt recapitalisation, this has resulted in a significant improvement in group liquidity and long-term sustainability.

“Cell C has re-emerged as a lean, agile, and customer-focused telecommunications challenger in South Africa. Its transformation is underpinned by a low capital expenditure and asset-light model that leverages its own scarce spectrum assets in combination with MTN's and Vodacom's physical radio access network infrastructure,” the pre-listing statement concluded.

For the year ending May 31, 2025, Cell C reported R11.1 billion in revenue compared to R10.8 billion in the same period in 2024. Earnings before interest, tax, depreciation, and amortisation (EBITDA) rose to R2.1 billion from R2 billion previously.

"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," the pre-listing statement said.

Looking forward, the plan was to increase visibility in the retail market to reinforce customers' connection to the brand, and to drive further adoption of services. Cell C would scale a single, proof-first "Nothing should stop you" marketing platform across media, sponsorships and a new Cell C app to build an "infectious brand connection" that aimed to deepen customer advocacy and support disciplined, return-focused growth, Cell C directors said.

BUSINESS REPORT