Bond Cell X 11% ( XS0224153360 ) in USD

Issuer Cell X
Market price 100 %  ▲ 
Country  South Africa
ISIN code  XS0224153360 ( in USD )
Interest rate 11% per year ( payment 2 times a year)
Maturity Obligation remboursée le 01/07/2015 - Bond has expired



Prospectus brochure of the bond Cell C XS0224153360 in USD 11%, expired


Minimal amount 1 000 USD
Total amount 270 000 000 USD
Cusip 15114VAA0
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating Caa1 ( Substantial risks )
Detailed description Cell C is a South African mobile network operator offering a range of prepaid and contract mobile services, including voice, data, and SMS.

Cell C's USD 270,000,000 11% bond (ISIN: XS0224153360, CUSIP: 15114VAA0), issued in South Africa, matured on July 1, 2015, with a minimum trading size of 1000, and was rated B- by S&P and Caa1 by Moody's.







PROSPECTUS
$270,000,000
http://www.oblible.com
Cell C (Pty) Limited
11% Senior Subordinated Notes due 2015
The 11% Senior Subordinated Notes due 2015 (the "senior subordinated notes" or the "notes") will be our
senior subordinated obligations and will be guaranteed on a senior subordinated basis (the "senior subordinated
guarantees") by Cell C Service Provider Company (Pty) Limited and Cell C Property Company (Pty) Limited
(the "guarantors"), our wholly-owned subsidiaries. The senior subordinated notes will bear interest at a rate of
11% per year. Interest on the senior subordinated notes is payable on January 1 and July 1 of each year,
beginning on January 1, 2006. The senior subordinated notes will mature on July 1, 2015. We may redeem all or
part of the senior subordinated notes at any time on or after July 1, 2010, as specified herein. Prior to July 1,
2010, we may also redeem all or part of the senior subordinated notes by paying a "make-whole" premium. In
addition, prior to July 1, 2008, we may also redeem up to 35% of the aggregate principal amount of the senior
subordinated notes with the net proceeds from certain equity offerings.
The senior subordinated notes will be subordinated in right of payment to all of our current and future senior
indebtedness, including indebtedness under a new revolving credit facility that we expect to enter into after the
closing of the offering and the senior secured notes that we expect to issue concurrently with the closing of this
offering. The senior subordinated notes will rank equal in right of payment with all of our existing and future
senior subordinated indebtedness and senior to all of our future indebtedness that expressly provides that it is
subordinated to the senior subordinated notes, including our deeply subordinated shareholder loans, and will be
effectively subordinated to all of our existing and future secured indebtedness to the extent of the assets securing
such indebtedness. The senior subordinated guarantees will be subordinated in right of payment to all existing
and future senior indebtedness of the guarantors, including indebtedness under the new revolving credit facility
and the senior secured notes in each case as referred to above, will rank senior to all existing and future
indebtedness of the guarantors that is subordinated in right of payment to the senior subordinated guarantees, and
will be effectively subordinated to all of the guarantors' secured indebtedness to the extent of the assets securing
such indebtedness.
The senior subordinated notes are subject to customary standstill provisions, including a period of 179 days
that must elapse following the occurrence of certain events of default under the senior subordinated notes before
any action may be taken in respect of the senior subordinated notes and the senior subordinated guarantees.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange, and to
admit the notes to trading on the EuroMTF market.
Investing in the notes involves risks. See "Risk Factors" beginning on page 13.
The notes and the guarantees have not been registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act") or any state securities laws. Accordingly, the notes are being offered and sold only to
qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United
States in accordance with Regulation S under the U.S. Securities Act. Prospective purchasers that are qualified
institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions
on transfers of the notes, see "Plan of Distribution" and "Notice to Investors."
Price: 100.00% plus accrued interest, if any, from July 13, 2005
The notes will be represented on issue by one or more global notes which will be delivered through
Euroclear Bank S.A./N.V., as operator of the Euroclear system, and Clearstream Banking, société anonyme, on or
about July 13, 2005.
Citigroup
November 15, 2005


You should rely only on the information contained in this prospectus. We have not, and the initial
purchaser has not, authorised anyone to provide you with different information. We are not, and the
initial purchaser is not, making an offer of these securities in any jurisdiction where this offer is not
permitted. You should not assume that the information contained in this prospectus is accurate as of any
date other than the date on the front of this prospectus.
TABLE OF CONTENTS
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . .
32
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Regulation and Licence Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Description of Certain Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
Description of the Senior Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147
Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153
Service of Process and Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Annex A--The Republic of South Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Annex B--Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
Annex C--Financial Statements of Cell C Service Provider (Pty) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . .
C-1
Annex D--Financial Statements of Cell C Property Company (Pty) Limited . . . . . . . . . . . . . . . . . . . . . . . . .
D-1
Annex E--Interim Consolidated Financial Statements of Cell C (Pty) Limited as of and for the six months
ended June 30, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E-1
i


This prospectus has been prepared by us solely for use in connection with the proposed offering of the
securities described in this prospectus.
The initial purchaser makes no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this prospectus. Nothing contained in this prospectus is, or
shall be relied upon as, a promise or representation by the initial purchaser as to the past or future.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the initial purchaser or the trustee as to the accuracy or
completeness of the information contained or incorporated in this prospectus or any other information
provided by us or the guarantors in connection with the notes. Neither the initial purchaser nor the trustee
accepts any liability in relation to the information contained or incorporated by reference in this
prospectus or any other information provided by us or the guarantors in connection with the notes.
We accept responsibility for the information contained in this prospectus. To the best of our knowledge
and belief, the information contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information. However, the information set out in relation to
sections of this prospectus describing clearing arrangements, including the section entitled "Book-Entry;
Delivery and Form", is subject to any change in or reinterpretation of the rules, regulations and procedures
of The Depository Trust Corporation, or DTC, or of the Euroclear System, or Euroclear, or Clearstream
Banking société anonyme, or Clearstream Banking, currently in effect. While we accept responsibility for
accurately summarising the information concerning DTC, Euroclear and Clearstream Banking, we accept no
further responsibility in respect of such information. In addition, this prospectus contains summaries
believed to be accurate with respect to certain documents, but reference is made to the actual documents for
complete information. All such summaries are qualified in their entirety by such reference. Copies of
documents referred to herein will be made available to prospective investors upon request to us or the initial
purchaser.
The initial purchaser will provide you with a copy of this prospectus and any related amendments or
supplements. By receiving this prospectus, you acknowledge that you have had an opportunity to request
from us for review, and that you have received, all additional information you deem necessary to verify the
accuracy and completeness of the information contained in this prospectus. You also acknowledge that you
have not relied on the initial purchaser in connection with your investigation of the accuracy of this
information or your decision whether to invest in the notes.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other
regulatory authority, has approved or disapproved the securities nor have any of the foregoing authorities
passed upon or endorsed the merits of this offering or the accuracy or adequacy of this prospectus . Any
representation to the contrary is a criminal offense.
The notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the U.S. Securities Act and the applicable state securities laws pursuant
to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time. Please refer to the
sections in this prospectus entitled "Plan of Distribution" and "Notice to Investors."
In making an investment decision, prospective investors must rely on their own examination of the
company and the terms of the offering, including the merits and risks involved. In addition, neither we nor
the initial purchaser nor any of our or its representatives are making any representation to you regarding
the legality of an investment in the notes, and you should not construe anything in this prospectus as legal,
business or tax advice. You should consult your own advisors as to legal, tax, business, financial and
related aspects of an investment in the notes. You must comply with all laws applicable in any jurisdiction
in which you buy, offer or sell the notes or possess or distribute this prospectus, and you must obtain all
applicable consents and approvals; neither we nor the initial purchaser shall have any responsibility for
any of the foregoing legal requirements.
In this prospectus, we rely on and refer to information and statistics regarding our industry. We
obtained this market data from independent industry publications or other publicly available information.
Although we believe that these sources are reliable, we have not independently verified and do not
guarantee the accuracy and completeness of this information.
ii


NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
CERTAIN REGULATORY ISSUES RELATED TO THE UNITED KINGDOM
This document is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, falling within Article 49(2)
of the Order (all such persons together being referred to as "relevant persons") or (iv) other persons to whom it
may be lawfully recommended. The notes are available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
CERTAIN REGULATORY ISSUES RELATED TO GERMANY
The offering of the notes is not a public offering in the Federal Republic of Germany. The notes may be
offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities
Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz) and any other applicable
German law governing the issue, sale and offering of securities. Any resale of the notes in Germany may
likewise only be made in accordance with the provisions of the Securities Prospectus Act and other applicable
German law governing the sale and offering of securities.
CERTAIN REGULATORY ISSUES RELATED TO LUXEMBOURG
This offering memorandum does not contain a public offering of securities within the Grand Duchy of
Luxembourg. It is solely intended for a defined and restricted circle of addresses (cercle défini et restreint
d'investisseurs) and may not be duplicated. It may not be subsequently passed to another person in Luxembourg
unless such other person acts as legal, financial or tax advisor of an addressee of this document and has received
this document in such professional capacity.
CERTAIN REGULATORY ISSUES RELATED TO THE NETHERLANDS
The notes may not be offered in The Netherlands other than (i) to legal entities which are authorized or
regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net
turnover of more than 50,000,000, as shown in its last annual or consolidated accounts, (iii) to any legal entity
which and any natural person who has asked to be considered as professional market party and is registered
pursuant to the Dutch Exemption Regulation, and (iv) in any other circumstances which do not require the
publication of a prospectus pursuant to the Dutch Exemption Regulation.
iii


CERTAIN REGULATORY ISSUES RELATED TO FRANCE
The prospectus is not being distributed in the context of a public offer in France within the meaning of
Article L. 411-1 of the French Code monétaire et financier and this prospectus has not been and will not be
submitted to the Autorités des marchés financiers for approval in France.
The notes may not be offered or sold to the public in France and neither this prospectus, nor any offering
material or information contained herein relating to the notes, may be released, issued or distributed or caused to
be released, issued or distributed to the public in France, or used in connection with any offer for subscription or
sale of the notes to the public in France. Such offers, sales and distributions may be made in France only to (i)
qualified investors (investisseurs qualifiés) and/or (ii) a restricted circle of investors, in each case investing for
their own account, all as defined in Article L. 411-2 of the French Code monétaire et financier and Décret no.
98-880, dated October 1, 1998, as amended, relating to offers to a limited number of investors and/or qualified
investors. The resale, directly or indirectly, to the public in France of the notes acquired by such investors may
only occur under the conditions set out in Articles L. 412-1 and L. 621-8 of the French Code monétaire et
financier and applicable regulations thereunder.
CERTAIN REGULATORY ISSUES RELATED TO SPAIN
The notes will be offered or sold in Spain by means of a public offer in compliance with and as defined and
construed in Chapter I of Title III of Law 24/1988, of 28 July, on the Securities Act (as amended by Royal
Decree Law 5/2005, of 11 March) and related legislation.
CERTAIN REGULATORY ISSUES RELATED TO ITALY
The offering of the notes has not been cleared by CONSOB (the Italian Securities Exchange Commission)
pursuant to Italian securities legislation and, accordingly, no notes may be offered, sold or delivered, nor may copies
of this prospectus or of any other document relating to the notes be distributed in the Republic of Italy, except (i) to
qualified investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No.
11522 of July 1, 1998, as amended, provided that such professional investors will act in their capacity and not as
depositaries or nominees for other shareholders, or (ii) in circumstances which are exempted from the rules on
solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended
(the "Italian Financial Services Act"), its implementing CONSOB regulations, including Article 33, first paragraph,
of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Any offer, sale or delivery of the notes or
distribution of copies of this prospectus or any other document relating to the notes in the Republic of Italy under (i)
or (ii) above must be (a) made by an investment firm, bank or financial intermediary permitted to conduct such
activities in the Republic of Italy in accordance with the Italian Financial Services Act and Legislative Decree No.
385 of September 1, 1993 (the "Banking Act"), as amended, and the implementing guidelines of the Bank of Italy,
and (b) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy
pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed
by an appropriate notice to be filed with the Bank of Italy depending, among other things, on the aggregate value of
the securities issued or offered in the Republic of Italy and their characteristics, and in accordance with any other
applicable laws and regulations including any relevant limitations which may be imposed by CONSOB or the Bank
of Italy. In any case, the notes cannot be offered or sold to any individuals in the Republic of Italy either in the
primary market or the secondary market.
CERTAIN REGULATORY ISSUES RELATED TO SOUTH AFRICA
The notes are not being offered to prospective investors in the Republic of South Africa. This document
does not constitute a prospectus prepared and registered under the Companies Act.
iv


CERTAIN REGULATORY ISSUES RELATED TO IRELAND
The Notes may be offered for sale in Ireland only in compliance with the Prospectus (Directive 2003/71/EC)
Regulations 2005 to the extent applicable to any such offer, the Investment Intermediaries Act 1995 and any
other applicable Irish laws and regulations.
Interests in the notes will be available initially in book-entry form. We expect the notes sold will be issued
in the form of one or more global notes. The global notes will be deposited and registered in the name of a
common depositary for Euroclear and Clearstream Banking. Transfers of interests in the global notes will be
effected through records maintained by Euroclear, Clearstream Banking and their respective participants. After
the initial issue of the global notes, the notes will not be issued in definitive registered form except under the
circumstances described in the section "Book-Entry; Delivery and Form."
STABILISATION
In connection with the issue of the notes, Citigroup Global Markets Limited (or persons acting on its
behalf) may over-allot notes (provided that the aggregate principal amount of notes allotted does not
exceed 105% of the aggregate principal amount of the notes) or effect transactions with a view to
supporting the market price of the notes at a level higher than that which might otherwise prevail.
However, there is no assurance that Citigroup Global Markets Limited (or persons acting on its behalf)
will undertake stabilization action. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of
the allotment of the notes.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
The following cautionary statements identify important factors that could cause our actual results to differ
materially from those projected in the forward-looking statements made in this prospectus. Any statements about
our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts
and may be forward-looking. These statements are often, but not always, made through the use of words or
phrases such as "will likely result," "are expected to," "will continue," "believe," "is anticipated," "estimated,"
"intends," "expects," "plans," "seek," "projection" and "outlook." These statements involve estimates,
assumptions and uncertainties which could cause actual results to differ materially from those expressed in them.
Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout
this prospectus. Among the key factors that have a direct bearing on our results of operations are:
·
reliability and performance of our network infrastructure, network equipment and systems;
·
increased competition in the South African mobile telecommunications market, including competition
with companies that have greater resources than us;
·
our ability to increase market share and retain customers;
·
our ability to meet our schedule for the rollout of our mobile telecommunications network;
·
our ability to generate sufficient cash to fund the operation of our business and service our indebtedness;
·
changes in telecommunications technologies that could render certain technologies used by us obsolete
or could increase our cost of doing business;
·
limitations on our ability to access sources of funding;
·
fluctuations in currency exchange rates;
·
changes in law and government regulations;
·
outcome of pending or new litigation involving us;
·
our ability to attract and retain qualified personnel;
·
our ability to implement our business plan;
·
the loss of suppliers or disruption of supply chains; and
·
risks associated with changes in macroeconomic, political or social conditions in the Republic of
South Africa.
These and other factors are discussed in "Risk Factors" and elsewhere in this prospectus.
v


Because the risk factors referred to in this prospectus could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements made in this prospectus by us or on our
behalf, you should not place undue reliance on any of these forward-looking statements. Further, any forward-
looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events. New factors will emerge in the future, and it is not possible for us
to predict which factors they will be. In addition, we cannot assess the impact of each factor on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
described in any forward-looking statements.
INDUSTRY AND MARKET DATA
Information relating to markets, market size, market share, growth rates and penetration rates, and other
industry data pertaining to our business contained in this prospectus consists of estimates based on data reports
compiled by professional organisations and analysts, on data from external sources, on our knowledge of our
sales and markets and on our own calculations based on such information. In many cases, there is no readily
available external information, whether from trade associations, government bodies or other organisations, to
validate market-related analyses and estimates, thus requiring us to rely on internally developed estimates. While
we have compiled, extracted and reproduced market or other industry data from external sources, including third
party or industry or general publications, neither we nor the initial purchaser have independently verified the
data. We accept responsibility for the accurate reproduction of the industry and market data contained in this
prospectus. We cannot assure you of the accuracy and completeness of, and take no responsibility for, such data.
Similarly, while we believe our internal estimates to be reasonable, they have not been verified by any
independent sources, and we cannot assure you as to their accuracy.
In addition, in some cases we have made statements in this prospectus regarding our industry and
competitive position based on our experience and our investigation of market conditions. We cannot assure you
that any of these assumptions are accurate or correctly reflect our competitive position within the industry, and
none of our internal surveys or information has been verified by independent sources, which may have estimates
or opinions regarding industry related data information which differ from our own.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
We have prepared the financial statements contained in this prospectus in accordance with International
Financial Reporting Standards, or IFRS. IFRS differs in significant respects from generally accepted accounting
principles in the United States, or U.S. GAAP.
In this prospectus, references to "rand," "R," "ZAR" and "cents" are to the South African rand and cents,
the lawful currency of the Republic of South Africa. References to "" or "euro" are to the single currency of the
participating member states in the Third Stage of European Economic and Monetary Union (EMU) of the Treaty
Establishing the European Community, as amended from time to time. References to "U.S. dollars," "$," and
"U.S.$" are to the United States dollar, the lawful currency of the United States.
We present our financial statements in South African rand. In this prospectus, unless otherwise indicated, all
amounts are expressed in South African rand. For your convenience in certain instances, this prospectus
translates South African rand into euro at the rate of R8.09 per 1.00, the Bloomberg Composite Rate on March
31, 2005.
We have converted certain U.S. dollar amounts into euro at an exchange rate of $1.20 per 1.00.
vi


EXCHANGE RATES
The following chart shows for the period from January 1, 2000 through June 30, 2005, the Bloomberg
Composite Rate expressed as rands per 1.00. The Bloomberg Composite Rate is a "best market" calculation. At
any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications. The ask rate is
set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the
applied highest bid and the lowest ask rate. We do not represent that the rand amounts referred to below could
have been converted into euro at any particular rate indicated or any other rate.
Period end
Average
High
Low
Year
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.14
6.40
7.14
6.08
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.64
7.71
11.20
6.76
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.99
9.90
11.21
8.91
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.42
8.52
9.70
7.51
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.68
8.00
9.29
7.36
Month
January 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.80
7.84
8.07
7.61
February 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.70
7.81
8.00
7.66
March 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.09
7.97
8.20
7.70
April 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.83
7.96
8.15
7.83
May 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.38
8.05
8.38
7.70
June 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.07
8.20
8.47
8.03
The Bloomberg Composite Rate of the euro on June 30, 2005 was 1.00 = R8.07.
The following table sets forth for the period from January 1, 2000 through June 30, 2005, the Bloomberg
Composite Rate expressed as rands per $1.00. The Bloomberg Composite Rate is a "best market" calculation. At
any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications. The ask rate is
set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the
applied highest bid and the lowest ask rate. We do not represent that the rand amounts referred to below could
have been converted into dollar at any particular rate indicated or any other rate.
Period end
Average
High
Low
Year
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.58
6.95
7.84
6.06
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.96
8.61
12.46
7.52
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.57
10.50
12.42
8.57
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.68
7.54
9.05
6.20
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.67
6.43
7.39
5.62
Month
January 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.99
5.98
6.13
5.65
February 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.82
6.00
6.27
5.78
March 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.24
6.05
6.36
5.76
April 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.09
6.15
6.28
6.05
May 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.81
6.35
6.81
5.95
June 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.68
6.74
6.93
6.63
The Bloomberg Composite Rate of the U.S. dollar on June 30, 2005 was $1.00 = R6.68.
vii


SUMMARY
This summary highlights information from this prospectus. It is not complete and does not contain all of the
information that you should consider before investing in the notes. You should read this entire prospectus ,
carefully, including the "Risk Factors" section, our consolidated financial statements and the notes to those
financial statements. Unless the context otherwise requires, all references to the "Company" "we," "us," or
"our" refer to Cell C (Pty) Limited (or Cell C (Proprietary) Limited) and its subsidiaries on a consolidated
basis.
Overview
We are the newest of the three mobile telecommunications companies operating in the Republic of South
Africa. Following the grant of a 15-year licence to us, we commenced full commercial operations in November
2001 with the launch of our prepaid services and postpaid services in late 2001. Our two competitors, Vodacom
(Pty) Limited, or Vodacom, and Mobile Telephone Networks (Pty) Limited, or MTN, both launched in 1994.
Since our launch, we have expanded rapidly. As of March 31, 2005, we had approximately 2.4 million
active subscribers, consisting of approximately 500,000 postpaid subscribers and 1.9 million prepaid subscribers.
In addition, since July 2003, we have provided community telephone services, or CSTs, through the deployment
of manned public pay telephones to under-serviced areas across South Africa. CST service is available to the
community at a reduced tariff and at preferential interconnect rates to operators as set by ICASA, our regulator.
As of March 31, 2005, we had deployed 17,575 CSTs. We expect to have deployed 35,500 CSTs by the end of
2005 and reach our license obligations of 52,000 CSTs by the end of 2006. We estimate that, as of March 31,
2005, our active subscribers represent approximately 11% of the active subscriber market in South Africa. We
estimate our share of the relatively higher ARPU postpaid market is greater than our overall market share, at
13.5%. We have 39.3% of the currently deployed CSTs in the country.
We provide our services through our own new and substantially complete, state-of-the-art digital GSM
900/1800 dual band mobile telephone network and by routing a portion of our customer traffic over Vodacom's
GSM mobile telephone network under a long-term national roaming agreement. That agreement runs
concurrently with our licence. Through this agreement, we have been able, since our launch, to provide coverage
comparable to our competitors (approximately 95% of the South African population). As of March 31, 2005, we
had a network of over 2,000 base stations providing coverage to all cities in South Africa with populations over
50,000. We have exceeded our final license network rollout requirement of 60% population and 8% geographic
coverage two years early, with current population and geographical coverage of approximately 65% and 9%,
respectively. We carry approximately 80% of our total traffic on our network, and intend to increase this
percentage to 85% by the end of 2006 through the addition of 309 base stations. The addition of these stations
will complete our planned rollout.
We market our services under the Cell C brand. We have established the Cell C brand as a distinctively
South African brand with a national recognition rate comparable to the incumbent mobile networks. In marketing
our services, we offer differentiated products tailored to satisfy both the usage profiles and payment preferences
of our customers. We distribute our services through over 4,000 points of sale, consisting of our Cell C branded
sales centres, independent dealers and wholesalers, national retail chains, a call centre and internet portal
operated by a third party under our brand, and our direct sales force, as well as two long-established, non-
exclusive service provider channels predominantly for postpaid services, Nashua Mobile and Autopage Cellular.
For the year ended December 31, 2004, we had revenues of R4.1 billion (506.8 million), net cash outflow
from operating activities of R988.5 million (122.2 million) and a net loss of R680.7 million (84.1 million) and
for the quarter ended March 31, 2005, we had revenues of R1.2 billion (147.9 million), net cash outflow from
operating activities of R159.6 million (19.7 million) and a net loss of R483.1 million (59.7 million). In 2004,
we generated EBITDA of negative R46.6 million (5.8 million), but became EBITDA-positive on a monthly
basis during the second quarter of 2004. For the quarter ended March 31, 2005, we generated EBITDA of
R65.2 million (8.1 million).
1


Strengths
We believe we benefit from a number of strengths. The combination of these strengths has enabled us to
develop a competitive market position, including a stronger than expected postpaid subscriber mix for a third
entrant. These strengths include:
Attractive network and coverage proposition.
Our state-of-the-art network infrastructure and our roaming
agreement with Vodacom enable us to provide high quality services to our customers across South Africa on a
cost-efficient basis. Since commercial launch, we have been able to offer coverage to approximately 95% of the
South African population, a level comparable to that of our competitors, through our roaming arrangement with
Vodacom. This "instant" full coverage allowed us to establish our Cell C brand nationally and rapidly rollout
distribution channels for our products and services on a nationwide basis. We believe that our operating licence
and our national roaming agreement with Vodacom have provided us with substantial flexibility to optimally
manage the rollout of our own network for maximum return on investment. Our roaming agreement has enabled
us to identify areas of high traffic and thereafter to target such areas for the location of our base stations. As a
result of our targeted network rollout, we currently carry approximately 80% of our traffic on our own network,
with relatively limited capital investment. Furthermore, our roaming agreement enables us to extend to our
subscribers all services currently offered or to be introduced by Vodacom's network. We, therefore, are now, and
will continue to be, able to offer our customers a comprehensive range of services without having to incur
significant costs to upgrade our network.
High margin community service telephone business.
Under our licence, we are obligated to deploy
52,000 CSTs in under-serviced areas. These telephones are manned pay telephones that provide customers in
under-serviced areas with telephony at a regulated, reduced calling rate of R0.90 per minute for national calls.
The traffic generated by CSTs required to meet our licence obligations is entitled to preferential interconnect
rates with other licenced fixed and mobile networks (approximately a blended R0.07 per minute versus a blended
standard rate of approximately R1.05 per minute). Our competitors, MTN and Vodacom, have lower rollout
requirements (7,500 and 22,500, respectively) and, hence, fewer units entitled to preferential rates. As of
March 31, 2005, we had deployed 17,575 CSTs and expect to have deployed 35,500 CSTs by the end of 2005
and the balance in 2006, two years ahead of our 2008 deadline. In addition to generating higher ARPU and
margins comparable to prepaids, CSTs enhance our brand in informal market areas (as a significant proportion of
these phones are located in large distinctively branded container structures).
Strong black economic empowerment rating.
South Africa has experienced a fundamental social shift in
the past decade, one of the results of which has been a focus by municipal and other governmental bodies,
businesses and others on the achievement of the goals of black economic empowerment, or BEE. One element of
BEE is to give priority in procurement to enterprises that score well on objective BEE measures which have
evolved informally into market practice. These include, among other things, ownership by BEE shareholder
vehicles, purchasing from BEE vendors, employment of "historically disadvantaged" individuals and women,
and commitment to training. Based in part on our ownership structure (CellSAf being a BEE entity representing
33 black empowerment groups), significant purchases from BEE vendors and workforce composition (77% of
our employees are "historically disadvantaged" individuals and 43% are female), we believe our BEE credentials
are stronger than those of our competitors. Our BEE credentials provide us with a competitive advantage in
securing customers in the private sector that wish, or need, to procure services from companies with strong BEE
ratings or from municipal and other governmental bodies acting in line with government BEE policy. For
example, we recently won contracts from the City of Cape Town, an arm of the intelligence services, and a major
financial institution, due in part to our BEE profile. We are also participating in the development of the Black
Economic Empowerment Charter for the Information and Communications Technology (ICT) sector, which will
formalise the BEE rating system for this sector.
Strong brand identity.
We have established in the few years since our inception, and are actively
promoting and developing, our distinctive South African brand. We believe that our brand has been and will
continue to be a significant factor in our success. Despite our lower media budget compared to our competitors
and our relatively shorter history, our brand recognition is comparable to our competitors, while our top of mind
awareness consistently exceeds our market share. A key element of our success has been our effort to build our
image as the champion of the South African mobile phone user community, focusing on enhancing value for
subscribers as individuals with specific lifestyles. We reinforce our brand image through a combination of
traditional media campaigns and community-based activities, including cultural event sponsorship.
2