Cell C Holdings on Thursday opened an offer for the sale of up to 173.4-million ordinary shares, together with 9.52-million overallotment shares, as the company moves forward with its JSE listing plans.

On admission to the JSE, expected on November 27, Cell C Limited and Comm Equipment Company will be wholly-owned subsidiaries of Cell C Holdings.

The offer, at a price range of R29.50 to R35.50 per offer share, will close at 12:00 on November 21.

In an abridged Pre-listing Statement released on Sens, Cell C said that the gross proceeds from the offer and the sale of the offer shares, are expected to be up to R6.5-billion, including an allocation of shares of up to R2.4-billion to an empowerment vehicle.

In July 2021, Cell C initiated the implementation of its turnaround strategy, focusing on operational efficiencies, reducing operational expenditure and optimising traffic, as well as a significant reduction in capital expenditure (capex) and a conversion from a fixed-cost infrastructure-based network to a variable operational expenditure model.

Its transformation is underpinned by a low capex and asset-light model that leverages its own scarce spectrum assets in combination with MTN and Vodacom's physical radio access network infrastructure, with Cell C's national dual Multi-Operator Core Network platform enabling switching between MTN and Vodacom networks, improving reliability and user experience.

Over the past two years, a 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.

As at May 31, Cell C had about 7.57-million mobile subscribers, with prepaid customers representing 89% of Cell C's total subscriber base.

In the wholesale and enterprise segment, Cell C is the leading platform for supporting Mobile Virtual Network Enablers and Mobile Virtual Network Operators (MVNOs) in South Africa.

Cell C has the majority market share of the MVNOs in South Africa on its network, including Capitec Connect, FNB Connect, Shoprite K'nect mobile, uConnect, me&you, smartmobile, C-connect, Old Mutual Connect and mrpmobile. Cell C is also in negotiations with several potential additional MVNO partners.

On a standalone basis, during the year ended May 31, 2025, Cell C had R11.1-billion in revenue compared with R4.6-billion in the five months ended May 31, 2024, and R10.8-billion in the 12 months ended May 31, 2024.

Over the same periods, Cell C had earnings before interest, taxes, depreciation and amortisation (Ebitda) of R2.1-billion during the year ended May 31, 2025, and R588-million in the five months ended May 31, 2024, (R2-billion in 2024); and earnings before interest and taxes (Ebit) of R1.6-billion and R427-million (R1.4-billion in 2024), respectively.

On a group pro forma basis, including the consolidation of CEC, during the year ended May 31, 2025, the group had R13.7-billion in revenue, R3.7-billion in Ebitda and R2.9-billion in Ebit.

During the year ended May 31, 2025, Cell C's Ebitda margin was 18.9%, compared with 12.7% in the five months ended May 31, 2024, and 18.3% in the 12 months ended May 31, 2024. Over the same period, Cell C's Ebit margin was 14.3%, compared with 9.2% in the five months ended May 31, 2024, and 13% in the 12 months ended May 31, 2024.

In the year ended May 31, 2025, Cell C's standalone net debt to Ebitda was 2.7x compared with 4.3x in the 12 months ended May 31, 2024.

The group’s turnaround efforts, together with the recapitalisation of the group's debt structure, have resulted in a deleveraging of the balance sheet, significantly improving Cell C's liquidity, and thereby positioning Cell C for long-term sustainable growth.

Upon listing, assuming that all of the steps of the restructuring have been successfully completed, the group is expected to have a gross debt of R2.75-billion.