Cell C Holdings has officially announced its intention to list its ordinary shares on the Johannesburg Stock Exchange (JSE), a strategic move the mobile operator says will streamline its balance sheet, simplify a historically complex structure, and support its next phase of growth.
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The listing, which will trade under the share code CCD in the telecommunications sector (subject to JSE approval), is unique as Cell C will not raise primary capital for itself as part of the transaction.
Instead of a traditional Initial Public Offering (IPO), the listing will be accompanied by a private placement of existing shares owned by The Prepaid Company (TPC), a subsidiary of Cell C’s largest shareholder, Blu Label Unlimited Group.
TPC intends to sell shares to selected qualified investors to raise R7.7 billion. This figure includes a R500 million overallotment option and up to R2.4 billion in shares earmarked for a black empowerment vehicle.
The proceeds will be used by TPC to settle its own interest-bearing borrowings and obligations, pay dividends to its shareholders, and for working capital—not directly for Cell C’s immediate capital expenditure.
CEO Jorge Mendes emphasised that a standalone Cell C listing is intended to “streamline the balance sheet, reinforce the growth strategy, and strengthen competitive positioning.” Management expects the discipline of public markets, along with enhanced brand visibility and improved access to future capital, to support its execution.
The listing requires a significant pre-listing reorganisation to separate Cell C from the Blu Label ecosystem and simplify its convoluted capital structure. Key steps include:
- Debt-to-Equity Conversion: Converting claims held by TPC into equity to significantly reduce Cell C’s debt leverage.
- Internalising Post-Paid: Cell C will acquire the Comm Equipment Company (CEC)—its post-paid business—from TPC. This internalises device financing, billing, credit, and collections.
- Asset Transfer: Airtime assets will be transferred from TPC to Cell C in exchange for shares.
- Capital Simplification: Unwinding special-purpose vehicles that currently hold Cell C equity.
- Management Stake: Following a “flip-up” of shares, TPC will transfer shares to management, resulting in executives collectively holding a 4.5% stake in the company.
Cell C is strategically positioned as South Africa’s capex-light mobile challenger. Its unique model combines its own spectrum assets with a dual partner network strategy, riding on the radio access networks (RANs) of both MTN and Vodacom.
This strategy gives the operator access to over 28,000 sites and 98.7% population coverage, while keeping its capital expenditure (capex) structurally low. The dual-RAN approach also adds resilience, allowing the company to steer customer SIMs between the two networks based on performance and availability.
As of May 31, 2025, Cell C served approximately 7.6 million subscribers (89% prepaid). It is also the country’s leading platform for Mobile Virtual Network Operators (MVNOs), hosting 13 of South Africa’s 23 MVNOs, including major players like Capitec Connect, FNB Connect, and Shoprite K’nect.
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On a standalone, pro forma basis for the year ended March 31, 2025, Cell C reported R11.1 billion in revenue (R13.7 billion including CEC) and R2.1 billion in Ebitda.
Management cited improved margins and a material reduction in capex following the decommissioning of its own tower network in 2023. Upon the successful completion of the restructuring and listing, the company’s gross debt is expected to be approximately R2.75 billion.
Cell C is targeting:
- Revenue Growth: Low- to mid-single-digit growth in the near term.
- Ebitda Margin: In the low-20 percents.
- Net Debt: Less than 1x net debt/Ebitda in the medium term.
The board has also adopted a dividend policy targeting 30% to 50% of free cash flow, with the first payment anticipated in the financial year 2027, subject to performance.
