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Cell phone giant Cell C (Pty) Limited Announces Results at Early Deadline of its offer to Purchase and Consent Solicitation

June 7, 2011 — Cell C (Pty) Limited ("Cell C") today announced the results, as of the Early Deadline (defined below), of its offer to purchase for cash (the "Offer to Purchase") any and all of its outstanding $270,000,000 11% Senior Subordinated Notes due 2015 (Reg S ISIN: XS0224153360; 144A ISIN: US15114VAA08) (the "Notes") from each holder of Notes (the "Holders") and solicitation of consents (the "Consent Solicitation") to certain amendments to the indenture governing the Notes (the "Proposed Amendments").

As of 5:00 p.m., New York City time, on June 6, 2011 (the "Early Deadline"), $108,158,000 aggregate principal amount of Notes have been validly tendered in the Offer to Purchase and Holders of an additional $142,506,000 aggregate principal amount of Notes have validly delivered their Consents (without tendering Notes in the Offer) as part of the Consent Solicitation. As a result, the majority consents required to implement the Proposed Amendments have been obtained (exceeding 92% of the Notes outstanding).

Subject to the terms and conditions contained in the Circular dated May 20, 2011 (the "Circular") and the related Letter of Transmittal, Holders of Notes who validly tendered and did not validly withdraw their Notes under the Offer to Purchase prior to the Early Deadline and whose Notes are accepted for purchase will be eligible to receive the Early Offer Consideration of $1,031.25 per $1,000 principal amount. Holders who validly delivered, and did not validly revoke, their Consents prior to the Early Deadline without tendering their Notes will be entitled to receive the Consent Consideration of $2.50 per $1,000 principal amount.

Holders may continue to tender Notes in the Offer to Purchase prior to 5:00 p.m., New York City time, on June 21, 2011, unless extended or earlier terminated (the "Late Deadline"). Holders who validly tender their Notes under the Offer to Purchase after the Early Deadline, but prior to the Late Deadline and whose Notes are accepted for purchase will be eligible to receive the Late Offer Consideration of $1,027.50 per $1,000 principal amount. Holders of tendered Notes accepted for payment will also be entitled to receive accrued and unpaid interest from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date (which Cell C expects to be no later than June 23, 2011). The right to withdraw Notes tendered under the Offer to Purchase and Consents delivered under the Consent Solicitation terminated at the Early Deadline.

In conjunction with the Offer to Purchase and the Consent Solicitation, Cell C is conducting an asset sale offer for up to $138,016,000 in principal amount of the Notes (the "Asset Sale Offer", and together with the Offer to Purchase and the Consent Solicitation, the "Offers"). The Asset Sale Offer expires at 5:00 p.m., New York City time, on June 20, 2011 (the "Asset Sale Offer Deadline").

Holders who tender their Notes in the Asset Sale Offer prior to the Asset Sale Offer Deadline will receive the Asset Sale Offer Consideration of $1,000 per $1,000 principal amount in respect of the Notes that are accepted for payment (plus accrued and unpaid interest), which acceptance will be subject to proration if more than the maximum amount of Notes is tendered in the Asset Sale Offer. There are no conditions to the Asset Sale Offer.

The Circular and the related Letter of Transmittal set out the full terms of the Offers. Copies of the Circular and the related Letter of Transmittal are available from the Tender and Tabulation Agent, which can be contacted at the e-mail address and telephone number set out below. Holders may also contact the Dealer Manager at the e-mail address and telephone number set out below for information concerning the Offers.
 
This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offers are being made solely by means of the Circular and the related Letter of Transmittal. None of Cell C, the Trustee, the Dealer Manager or the Tender and Tabulation Agent makes any recommendation as to whether Holders should tender any or all of their Notes or deliver their Consents. Certain restrictions in connection with the Offers apply in Belgium, France, Italy, Portugal and the United Kingdom.

For press enquiries:

Karin Fourie, Cell C Public and Media Relations Manager

Telephone number: +27 11 324 4061
Email address: KFourie@cellc.co.za

      

 




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