Secrecy around Cell C shareholding scheme

Cell C’s recent filing with the Independent Communications Authority of South Africa (ICASA) revealed a strange shareholding structure which the company would not comment on.

On 22 December 2020, Cell C responded to ICASA’s Invitation to Apply (ITA) for IMT spectrum with a comprehensive application document.

As part of its application, Cell C provided a breakdown of its current shareholding as required by the regulator.

Cell C currently has seven shareholders, with Blue Label Telecoms holding a large chunk of the issued share capital.

  • The Prepaid Company (Blue Label Telecoms) – 45%
  • Magnolia Cellular Investment – 16%
  • Net1 Applied Technologies South Africa – 15%
  • Cedar Cellular Investment – 11.8%
  • Albanta Trading 109 – 5%
  • A group of former managers of Cell C (M5) – 5%
  • Yellowwood Cellular Investment – 2.2%

What grabbed the attention of some stakeholders was the group of former managers of Cell C, known as “M5”.

During negotiations related to Cell C’s recapitalization and new shareholding, an initial M10 Cell C shareholder group was formed which included numerous Cell C executives.

In a circular to Blue Label shareholders on 27 June 2017, the company announced a new M5 group replaced the original M10 group.

The M5 group consisted of four former Cell C executives – Jose Dos Santos, Robert Pasley, Graham Mackinnon, and Hilton Coverly – who held 5% of Cell C’s issued share capital.

In the ICASA filing on 22 December 2020, however, Cell C added former Cell C executives Daniel Bakker and Douglas Leslie Mattheus to the group.

MyBroadband received information that Bakker and Mattheus had already left the M5 group when Blue Label Telecoms closed its recapitalisation deal with Cell C.

It is therefore not clear whether Bakker and Mattheus joined the group after August 2018, or whether Cell C provided incorrect shareholder information to ICASA.

The table below provides an overview of the members which are listed as M5 and Cell C shareholders on the two different dates.

Group of former managers of Cell C
M5 Shareholding on 30 June 2018 M5 Shareholding on 22 December 2020
Jose Dos Santos Jose Dos Santos
Robert Pasley Robert Pasley
Graham Mackinnon Graham Mackinnon
Hilton Coverly Daniel Bakker
Douglas Mattheus
Hilton Coverly

Unhappiness from staff about share scheme

Apart from their large shareholding in Cell C, the company’s top management was also paid big bonuses.

In 2017, Cell C’s top three executives, led by former Cell C CEO Jose dos Santos, were paid R219 million.

One would have expected other Cell C staff to also share in this generosity, but this was not the case.

A Cell C staff share scheme was created, with Albanta Trading 109 holding the shares, but to date, there has been no tangible benefit to employees.

In fact, employees were told the company did not reach the necessary targets to unlock any value and that the shares essentially had no value.

Cell C employees who left the company also forfeited their shares, which does not seem to be the case with the M5 management share scheme.

It is not clear what will happen to the staff share scheme or the shares of the group of former Cell C managers in future.

Cell C did mention in its ICASA filing that the “The Believe Trust”, or MS 15, which owns 100% of Albanta Trading 109, is in the process of acquiring the shares from the Cell C management group.

Trying to get additional information from Cell C about the issue was unsuccessful. The company said it would not provide a response to our query.

Cell C shareholding

Cell C shareholding

Cell C shareholding on 30 June 2018

Cell C shareholding June 2018

Now read: Cell C execs paid R219 million while the company burned

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Secrecy around Cell C shareholding scheme