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).
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