Cell C set to launch JSE listing after game-changing turnaround
Key topics:
R6.5 billion offer: Private placement of up to 53.8% of shares ahead of JSE listing on 27 Nov 2025.
Turnaround success: EBITDA up 84% to R3.7 billion; debt ratio cut to 0.8×.
Empowerment structure: B-BBEE ownership of ≥30% secured via Sisonke Growth Partners.
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BizNews Reporter
Cell C Holdings Limited, the holding company for Cell C Limited and Comm Equipment Company Proprietary Limited (CEC), has announced its intention to list all its issued ordinary shares on the Prime Segment of the Main Board of the Johannesburg Stock Exchange (JSE) under the share code "CCD". The Listing is being conducted through an offering of existing shares by The Prepaid Company Proprietary Limited (TPC), a wholly-owned subsidiary of Blu Label Unlimited Group Limited (BLU).
The offering is structured as a private placement to selected qualifying investors, aiming to raise gross proceeds of up to ZAR6.5 billion. This includes the sale of up to 173.4 million Sale Shares and up to 9.52 million Overallotment Shares, collectively representing up to 53.8% of the Company’s total issued shares following Admission. The Offer Price Range has been set between ZAR29.50 and ZAR35.50 per Offer Share. The offer opened on Thursday, 13 November 2025, and is set to close on Friday, 21 November 2025, with Admission expected on 27 November 2025.
Blu Label rationale and value crystallisation
The Listing follows a period where BLU has been considering various strategic options to unlock and deliver value to its shareholders, including the separation of Cell C. Blu Label stated that the Listing, combined with the successful turnaround strategy and Cell C's improved sustainability, is expected to enhance the value of the Company and restore BLU's shareholder value.
Furthermore, the listing is anticipated to deliver significant benefits to BLU by crystallising value on its investment in Cell C, noting that the investment had been undervalued for a number of years. TPC intends to utilise the proceeds from the Offer to strategically enhance its financial position. BLU maintains that it continues to believe in the strong investment case of the Group, but the proposed separation is designed to ensure the future success of both BLU and Cell C.
Operational turnaround and capex-light model
The Listing follows a fundamental transformation of Cell C’s business model since the implementation of its turnaround strategy began in July 2021. Cell C has shifted from a fixed-cost infrastructure model to a variable operational expenditure model, resulting in a lean, agile, and customer-focused challenger in the South African telecommunications market.
Cell C operates an asset-light model, leveraging its own spectrum assets in combination with the physical network infrastructure of MTN and Vodacom through a pioneering national dual Multi-Operator Core Network (MOCN) platform. This strategy allows Cell C to deliver national high-grade coverage, expanding its effective network size from approximately 5,500 sites to over 28,000 sites, covering 98.7% of the population, without the heavy annual capital expenditure (capex) burden typically associated with owning a physical Radio Access Network (RAN). For the year ended 31 May 2025 (Group pro forma), Cell C’s capex intensity was notably low at 5.7% of revenue.
The operational improvement has been recognised externally, with Cell C being awarded joint best in Mobile Network Reliability in South Africa by global independent authority OpenSignal in August 2025.
Financial performance and growth engines
The strengthened executive management team has successfully returned the business to a strong growth trajectory over the past 24 months, with significant improvements in financial metrics. The pre-IPO restructuring steps, which are fully implemented prior to Admission, simplify the capital structure and optimise the balance sheet.
On a Group pro forma basis for the year ended 31 May 2025, the Group reported:
Revenue of ZAR13.7 billion.
EBITDA of ZAR3.7 billion (an 84.2% YoY growth from Cell C standalone 2024 EBITDA).
EBIT of ZAR2.9 billion.
A significantly improved Gross Debt to EBITDA ratio of 0.8x post-restructuring.
The Group is well-positioned for future growth, particularly in the Mobile Virtual Network Operator (MVNO) segment, where it is the leading enabler in South Africa. Cell C is positioned as the undisputed market leader in the MVNO sector, with MVNO Home Location Registers (HLRs) at 4.7 million and the market expected to expand 2.3 times.
Mandated empowerment structure
A critical element of the Listing is ensuring that Cell C Holdings maintains the requisite Broad-Based Black Economic Empowerment (B-BBEE) ownership structure, specifically meeting the Independent Communications Authority of South Africa (ICASA) minimum requirement of 30% ownership by Historically Disadvantaged Persons (HDPs).
Cell C and TPC are facilitating a structure that allows Sisonke Growth Partners Proprietary Limited (the "BEE SPV") to acquire a direct interest in Cell C Holdings. The BEE SPV, whose ultimate beneficial shareholders are 100% black people and trusted partners of BLU, will acquire between 5% and 20% of the shares during the Offer. The final allocation will be determined to ensure the minimum 30% HDP ownership threshold is met when combined with other flow-through B-BBEE/HDP ownership from TPC and management schemes.
The BEE SPV acquisition is vendor-funded by TPC (the "BEE SPV Claim"). The purchase price remains outstanding on loan, secured by a pledge of the shares, and will be settled over time primarily through 90% of received dividends. Critically, this transaction occurs as part of TPC’s sell-down and will not result in any dilution of Cell C Holdings' existing or future shareholders. The BEE SPV and its shareholders are also subject to a robust 6-year lock-up period, reinforcing a commitment to sustainable empowerment. The BLU board has approved the vendor funding of the full structure by TPC.