Wrap Text
Publication of circular in connection with the proposed restructure and potential listing of Cell C
Blu Label Unlimited Group Limited
(formerly known as "Blue Label Telecoms Limited")
(Incorporated in the Republic of South Africa)
(Registration number: 2006/022679/06)
JSE share code: BLU
ISIN: ZAE000109088
("Blu Label", "BLU", or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PUBLICATION OF CIRCULAR IN CONNECTION WITH THE PROPOSED RESTRUCTURE AND
POTENTIAL LISTING OF CELL C
Capitalised terms not defined in this announcement have the meanings attributed to them in the
Circular, as defined below.
Blu Label shareholders ("Shareholders") are referred to the announcements released on the Stock
Exchange News Service ("SENS") on 16 May 2025 and 1 September 2025 and to the renewal of the
cautionary announcements released on SENS on 2 July 2025 and 13 August 2025, wherein they were
advised, inter alia, that Blu Label is considering various strategic options and initiatives to unlock and
deliver value for its Shareholders, including a potential restructure of Blu Label and its subsidiaries
("Group").
The Circular, which sets out: (i) the complete details of the proposed restructure of the Group (the "Pre-
Listing Restructuring"), (ii) subject to, amongst other things, market conditions, shareholder,
regulatory and board approvals, the potential listing and the sale by The Prepaid Company Proprietary
Limited ("TPC") of a portion of its shares in a newly incorporated holding company of Cell C Limited
("Cell C"), being Cell C Holdings Limited ("Cell C ListCo") to qualifying investors (the "Sell-Down") post
the implementation of the Pre-Listing Restructuring, and (iii) the transfer by TPC of certain additional
Cell C shares to executives of Cell C for purposes of the Executive Scheme, has been published on
Blu Label's website (https://www.bluelabeltelecoms.co.za/circulars.php) and will be distributed to
Shareholders recorded in the register on Friday, 12 September 2025.
The Circular incorporates a notice convening the General Meeting, at which Shareholders will be
requested to vote on the relevant resolutions to grant the Company the necessary authorisations
required in connection with the Pre-Listing Restructuring and the Sell-Down. The salient dates and
times in this regard, including the date of the General Meeting, are set out below and are also contained
in the Circular.
Issuer name Blu Label Unlimited Group Limited
Type of instrument Ordinary shares
ISIN ZAE000109088
JSE share code BLU
Meeting type General Meeting
Meeting venue Entirely by electronic communication
Company's website to access the Circular www.bluelabeltelecoms.co.za
Notice Record Date in order to be eligible to receive the Friday, 12 September
Circular (including the Notice of General Meeting)
SENS announcement confirming availability of the Circular Monday, 22 September
(including the Notice of General Meeting) on BLU's website
Circular (including the Notice of General Meeting) made Monday, 22 September
available on BLU's website
Circular (including the Notice of General Meeting) distributed Monday, 22 September
to Shareholders
Last Day to Trade in order to be eligible to speak and vote at, Tuesday, 7 October
and participate in, the General Meeting
Voting Record Date in order to be eligible to speak and vote Friday, 10 October
at, and participate in, the General Meeting
Last date and time to register to participate electronically in the Thursday, 16 October
General Meeting by 10:00 on (see note 7)
For the purpose of effective administration, requested last date Thursday, 16 October
and time on and at which Forms of Proxy are to reach the
Transfer Secretaries, by 10:00 on (see note 5)
Last date and time for Shareholders to give notice in terms of Monday, 20 October
section 164 of the Companies Act to BLU, objecting to either
or both of the Special Resolutions by 10:00 SA time on
General Meeting of Shareholders at 10:00 on Monday, 20 October
Results of the General Meeting released on SENS Monday, 20 October
If the Special Resolutions are adopted by Shareholders:
Last date on which Shareholders who voted against a Special Monday, 27 October
Resolution may require BLU to seek Court approval in terms
of section 115(3)(a) of the Companies Act, but only if that
Special Resolution was opposed by at least 15% of the voting
rights exercised thereon, on
Last date on which Shareholders who voted against a Special Monday, 3 November
Resolution can make application to the Court in respect of that
Special Resolution in terms of section 115(3)(b) of the
Companies Act on
Last date for BLU to send notices of the adoption of a Special Monday, 3 November
Resolution, in terms of section 164 of the Companies Act, to
Shareholders who provided written notice of objection of and
subsequently did not vote in favour of that Special Resolution,
on
Notes:
(1) All dates and times above and elsewhere in this announcement are South African Standard Time.
(2) The above dates and times may be amended, subject to the approval of the JSE, if required. Any material amendments
will be released on SENS.
(3) Shareholders are reminded that Shares can only be traded on the JSE in Dematerialised form. No orders to Dematerialise
or rematerialise Shares will be processed from the business day following the Last Day to Trade up to and including the
Voting Record Date. Such orders will again be processed from the first business day after the Voting Record Date.
(4) The Register will be closed for Certificated Shareholders between the Last Day to Trade and the Voting Record Date.
(5) As noted above, for the purposes of effective administration, it is requested that Shareholders lodge, email or post the Form
of Proxy so as to reach TMS at or before 10:00 on Thursday, 16 October 2025, provided that such form may nevertheless
be emailed to TMS at proxy@tmsmeetings.co.za at any time prior to the commencement of the General Meeting.
(6) If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the General Meeting will remain valid i n
respect of the resumption of the adjourned meeting, and the recommencement of the postponed meeting.
(7) Shareholders may still register online to speak and vote at, and participate in, the General Meeting electronically after this
date and time, provided; however, for those Shareholders to speak and vote at, and participate in, the General Meeting
electronically, they must be verified and registered before the commencement of the General Meeting.
(8) Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 to the Circular for purposes of
determining the relevant timing for the exercise of their Appraisal Rights.
(9) Shareholders who wish to exercise their rights in terms of section 115(3) of the Companies Act, to require the approval of
a Court for the Pre-Listing Restructuring and/or the Sell-Down, should refer to Annexure 5 to the Circular which includes
an extract of section 115 of the Companies Act. Should Shareholders exercise their rights in terms of section 115(3) of the
Companies Act, the dates and times set out above may change, and Shareholders will be notified separately of the
applicable dates and times resulting from any such changes.
Sandton
22 September 2025
Financial Advisor and Transaction Sponsor to Blu Label and Cell C
Rand Merchant Bank (A division of FirstRand Bank Limited)
Financial Advisor to Blu Label
Investec Bank Limited
Legal Advisor to Blu Label
Werksmans Attorneys Inc.
Legal Advisor to Cell C
DLA Piper Advisory Services Proprietary Limited
Forward-looking information
This announcement and/or the information referred to herein (collectively, this "Announcement")
contains certain forward-looking statements which relate to the possible future actions, long-term
strategy, performance, liquidity position and financial position of Blu Label and its subsidiaries (the
"Group"). All forward-looking statements are solely based on the views and considerations of the board
of directors of Blu Label, and in particular as at the date hereof. These statements involve risk and
uncertainty as they relate to events and depend on circumstance that may or may not occur in the
future. These forward-looking statements have not been reviewed or reported on by the Group's
external auditors.
The Group expressly disclaims any obligation or undertaking to update, review or revise any forward-
looking statement contained in this Announcement whether as a result of new information, future
developments or otherwise, and the distribution of this Announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with the proposed restructure or to facilitate
a separation and potential future listing of Cell C or any transaction or arrangement referred to therein.
Important information
The information contained in this Announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed by any person for any purpose on the information
contained in this Announcement or its accuracy, fairness or completeness.
This Announcement does not constitute or form part of any offer or invitation to sell or issue, any offer
or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer
to purchase or subscribe for, any shares or securities in the Company, Cell C, any other member of the
Group or in any other entity in any jurisdiction.
This Announcement is not for release, publication, or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any State of the United States and the District
of Columbia), Australia, Canada or Japan or any other jurisdiction if such distribution is restricted or
prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If
the distribution of this Announcement and any accompanying documentation in or into any jurisdiction
outside of South Africa is restricted or prohibited by, or would constitute a violation of, the laws or
regulations of any such jurisdiction, such document is deemed to have been sent for information
purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any
applicable requirements or restrictions. Any failure to comply with the applicable requirements or
restrictions may constitute a violation of the securities laws of any such jurisdiction.
If any securities of any member of the Group, or Cell C, are offered in connection with the transactions
contemplated in this Announcement (if they proceed) such securities (the "Securities") will not be,
registered under the United States Securities Act of 1933 (the "Securities Act"). The Securities may
not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be no public offer of securities
in the United States, Canada, Australia and Japan.
In the United Kingdom, this communication is only directed at persons who are 'qualified investors'
within the meaning of Article 2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 who are also; (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other
persons to whom it may be lawfully communicated (all such persons in (i), (ii) and (iii) above, together
being referred to as "relevant persons"). In the United Kingdom, any invitation, offer or agreement to
subscribe for, purchase or otherwise acquire Securities will be engaged in only with relevant persons.
Any person in the United Kingdom who is not a relevant person should not act or rely on this
communication or any of its contents.
In any member state of the European Economic Area, this communication is only directed at qualified
investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129, and
no person that is not a qualified investor may act or rely on this communication or any of its contents.
This Announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South
African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Act") and will not be distributed
to any person in South Africa in any manner that could be construed as an offer to the public in terms
of the Act. Accordingly, this Announcement does not constitute a 'registered prospectus' or an
'advertisement' relating to an 'offer to the public', as contemplated by the Act. No prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of
this information.
The contents of this Announcement have not been reviewed by any regulatory authority, other than the
JSE. This Announcement does not take into account the investment objectives, financial situation or
needs of any particular person. Further, the information contained herein is only preliminary and
indicative and does not purport to contain any information that would be required to evaluate the Group,
its respective financial position and/or any investment decision.
This Announcement is not intended to provide, and should not be relied upon for, accounting, legal or
tax advice nor does it constitute a recommendation regarding any potential securities offering. In
particular, the information contained in this Announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act,
No. 37 of 2002 (as amended), and should not be construed as an express or implied recommendation,
guide or proposal that any investment in the Group or Cell C, is appropriate to the particular investment
objectives, financial situations or needs of any prospective investor, and nothing in this Announcement
should be construed as constituting the canvassing for, or marketing or advertising of, financial services
in South Africa.
Date: 22-09-2025 05:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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