Cell C (Pty) Limited Announces Results of its Tender Offer and Consent Solicitation

October 12  — Cell C (Pty) Limited (“Cell C”) today announced the final results of its offer to purchase for cash (the “Offer”) any and all of its outstanding €400,000,000 8⁵/₈% First Priority Senior Secured Notes due 2012 (the “Notes”) (Reg S ISIN: XS0223890251; 144A ISIN: XS0223890418) from each holder of Notes (the “Holders”) and solicitation of consents (“the Consent Solicitation”) to certain amendments to the indenture governing the Notes.

As of 5:00 p.m., CET, on October 8, 2010 (the “Expiration Date”), €213,585,000 aggregate principal amount of Notes have been validly tendered in the Offer and Holders of an additional €4,136,000 of Notes have validly delivered their Consents (without tendering Notes in the Offer) as part of the Consent Solicitation. Cell C has obtained the required consents to amend the indenture (exceeding 80% of the Notes deemed outstanding for purposes of the indenture) and, therefore, it executed a supplemental indenture, which will become effective on the Settlement Date (which Cell C expects to be no later than October 14, 2010). Among other things, Cell C will be able to effect a redemption of any Notes not tendered in the Offer (except for Notes held by its affiliates) on five days notice to Holders.

Subject to the applicable offer restrictions, Cell C has accepted for payment all the Notes tendered and consents delivered pursuant to the Offer and Consent Solicitation.  As a result, (a) Holders of Notes who validly tendered, and did not validly withdraw their Notes, at or prior to the Early Deadline will receive the Early Consideration of €1,029.06 per €1,000 principal amount; (b) Holders who validly tendered their Notes after the Early Deadline, but at or prior to the Expiration Date will receive the Late Consideration of €1,021.56 per €1,000 principal amount; and (c) Holders who validly delivered their consent at or prior to the Early Deadline without tendering their Notes will receive the Consent Consideration of €2.50 per 1,000 principal amount only.  Holders of tendered Notes will also receive accrued and unpaid interest from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date.

Full terms of the Offer and Consent Solicitation are set out in the Offer to Purchase and Consent Solicitation. Capitalized terms used but not defined in this announcement have the meanings ascribed to them in the Offer to Purchase and Consent Solicitation.

THE DEALER MANAGERS FOR THE OFFER AND CONSENT SOLICITATION:

Citigroup Global Markets Limited Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Liability Management Group

For Information by Telephone Contact: +44 20 7986 8969
For Information by Email Contact: liabilitymanagement.europe@citi.com

ING Bank N.V., London branch
60 London Wall
London EC2M 5TQ
United Kingdom
Attention: Global Debt Syndicate

For Information by Telephone Contact: +44 20 7767 5107
For Information by Email Contact: debt.syndicate@uk.ing.com

THE TENDER AND TABULATION AGENT FOR THE OFFER AND CONSENT SOLICITATION:

Citibank, N.A.
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Exchange Team

For Information by Telephone Contact: +44 20 7508 3867
For Information by Facsimile Contact: +44 20 3320 2405
For Information by Email Contact: exchange.gats@citi.com

This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer is not being made to any person resident or located in Italy. Certain restrictions in connection with the Offer apply in Belgium, France, Portugal and the United Kingdom.