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Cell C Limited Cell C Limited $184,002,000 8.625% First Priority Senior Secured Notes due 2020 _____________________ LISTING PARTICULARS _____________________ Not for general distribution in the United States Cell C Limited $184,002,000 8.625% First Priority Senior Secured Notes due 2020 ISIN: XS1634003831 / Common Code: 163400383 Cell C Limited (formerly Cell C Proprietary Limited, having changed its name on 7 August 2017) (“Cell C” or the “Issuer” and, together with its consolidated subsidiaries, the “Group”), a public company incorporated in the Republic of South Africa, has issued (the “Issuance”) 8.625% first priority senior secured notes due 2020 in an aggregate principal amount of $184,002,000 (the “Notes”). The Notes have been issued, in part, in exchange for EUR400,000,000 in aggregate principal amount of our 8.625% first priority senior secured notes due 2018 (the “Existing Cell C Notes”) pursuant to terms and conditions of an “Arrangement” under Section 155 of the South African Companies Act 2008 (the “Arrangement”), which was approved by the requsite majority of holders of the Existing Cell C Notes on June 28, 2017 and sanctioned by the South Gauteng Local Division of the High Court of South Africa sitting in Johannesburg on July 18, 2017. Unless previously redeemed in accordance with the Terms and Conditions of the Notes, each Note bears interest at a rate of 8.625% per annum from (and including) the date of issue (the “Issue Date”) to (but excluding) 2 August, 2020 (the “Maturity Date”), payable semi-annually in arrears on June 1 and December 1 in each year, commencing on December 1, 2017 (or if such date is not a Business Day (as defined in the “Terms and Conditions of the Notes”), then the applicable payment will be made on the next Business Day). The Notes will mature, and principal of the Notes is scheduled to be paid, on the Maturity Date. The Notes are senior obligations of the Issuer and are secured by first ranking security interests on an equal and rateable basis with the lender(s) under the CDB Facilities, the new ICBC Facility, the new Nedbank Facility and the DBSA Facility (each as defined herein), such lenders having acceded to the Amended and Restated Intercreditor Agreement (as defined herein) (such lenders, together, the “Senior Lenders”), and counterparties to certain hedging obligations (such counterparties having acceded to the Intercreditor Agreement) (the “Hedge Counterparties”), in collateral that consists of substantially all of the existing and acquired personal property and the other assets of the Issuer and the Guarantors (as defined below), to the extent such assets are assignable (such rights and interests, together with all other rights, interests and assets that from time to time secure the Notes and the Guarantees (as defined below), the “Collateral”). The Notes (a) effectively are senior to all of the Issuer’s existing and future indebtedness that is unsecured or is secured on a basis junior to the security granted in respect of the Notes, in each case to the extent of the assets securing the Notes; (b) rank equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes; (c) rank senior in right of payment to any existing and future subordinated obligations of the Issuer; and (d) effectively are subordinated to any existing and future indebtedness of the Issuer that is secured by assets other than the Collateral), including the share capital of the Issuer, to the extent of the value of such assets (unless such assets also secure the Notes on an equal and rateable or prior basis). As of the date of these listing particulars (these “Listing Particulars”), the Issuer’s obligations under the trust deed governing the Notes dated 2 August, 2017 (the “Trust Deed”) and the Notes are fully, unconditionally and irrevocably guaranteed (the “Guarantees”), jointly and severally, on a senior secured basis, by Cell C Service Provider Company Proprietary Limited, Cell C Property Company Proprietary Limited, Cell C Tower Company Proprietary Limited and any other subsidiary of the Issuer that is required to guarantee the Notes pursuant to the Terms and Conditions of the Notes (the “Guarantors”). The Notes are issued in denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. The Notes are initially represented by a global note in registered form without interest coupons attached. The Notes have been delivered to investors in book entry form through Euroclear Bank SA/NV and Clearstream Banking S.A.. See “Book Entry; Delivery and Form.” As of the date of these Listing Particulars, the Issuer is rated B- and Caa1 by S&P Global Ratings, acting through Standard and Poor’s Credit Market Services Europe Limited (“S&P”), and Moody’s Investors Services Ltd. (“Moody’s”), respectively. The Notes are rated B and Caa1 by S&P and Moody’s, respectively. Each of S&P and Moody’s is established in the European Union (“EU”) and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (“CRA Regulation”). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by assigning the rating agency. INVESTING IN THE NOTES INVOLVES RISKS. BEFORE INVESTING IN ANY NOTES, YOU SHOULD CONSIDER CAREFULLY EACH OF THE RISK FACTORS AS SET FORTH UNDER “RISK FACTORS” BEGINNING ON PAGE 52 OF THESE LISTING PARTICULARS. There is currently no public market for the Notes. An application has been made to the Irish Stoch Exchange plc for the Notes to be admitted to the Official List and to trading on the global exchange market of the Irish Stock Exchange (the “Global Exchange Market”). These Listing Particulars have been approved by the Irish Stock Exchange. References in these Listing Particulars to the Notes being “listed” (and all related references) will mean that the Notes have been admitted to the Official List and have been admitted to trading on the Global Exchange Market. The Global Exchange Market is not a regulated market pursuant to the provisions of the Markets in Financial Instruments Directive (Directive 2004/39/EC). There is no assurance that the Notes will be listed and admitted to trade on the Global Exchange Market. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act, “Regulation S”) unless registered under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Notes are for sale outside the United States only to persons who are not U.S. persons (as defined in Regulation S), in compliance with Regulation S. Prospective investors will be deemed to have made or be required to make certain representations and warranties in connection with the purchase of the Notes. The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved these Listing Particulars or confirmed the accuracy or determined the adequacy of the information contained in these Listing Particulars. Any representation to the contrary is a criminal offence under the laws of the United States. The Notes will be subject to restrictions on transfer and resale. You should be aware that you may be required to bear the financial risks of an investment in the Notes for an indefinite period of time. See “Notices to Investors”. 20 September 2017 Table of Contents Page Important Information ............................................................................................................................................ 4 Notices to Investors ................................................................................................................................................ 5 Cautionary Note on Forward-Looking Statements ................................................................................................. 9 Industry and Market Data ..................................................................................................................................... 10 Trademarks ........................................................................................................................................................... 11 Presentation of Financial and Other Information .................................................................................................. 12 Summary............................................................................................................................................................... 19 Risk Factors .......................................................................................................................................................... 51 The Cell C Recapitalization .................................................................................................................................
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