TPC/Cell.C Transaction and HDG/BBBE Ownership Evolution
Explore the complexities surrounding the TPC/Cell.C transaction and the evolution of HDG/BBBE ownership in Cell.C. Insights reveal challenges like incomplete applications, ownership thresholds, trust requirements, and recommendations for compliance.
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Presentation Transcript
Cellsaf the TPC/Cell C Transaction
Evolution of HDG/BBBE ownership in Cell C The filing by Cell C is in complete Overview Cell C does not meet the minimum 30% threshold Recommendations
40% direct ownership by Cellsaf - 25% - fully paid BBBEE ownership in Cell C Reduced to 7% indirect shareholder Further reduction From 30 indirect shareholders to 3 sophisticated schemes TPC/Cell C seek to exit Cellsaf
HDG REGULATIONS (GG 44382) Appendix 1 No shareholders agreement Incomplete application No funding agreements for the Trust No trust deed 3.5 Code of Good Practice series 100 No certificate in terms of clause 4.1
The trust is not a Broad-based ownership scheme Only 50% of its equity accrues to black people Employee Believe Trust 50% of its trustees must be independent 50% of the trustees must be black 25% of the trustees must be women Chairperson of the trust must be independent Trustees must account to the beneficiaries yearly Have a certificate that it was formed for a legitimate purpose
30% ownership is mandatory Section 13, 31(3)(b) of the ECA HDG Regs (GG 44382) RFSR2015 reg 12(9)(c) Section 10(1)(a) BBBEE Act The trust does not qualify as a Broad-based scheme 21.82% of the claimed 35.85% is anchored on the non-compliant trust. Albanta is owned by a trust Albanta owns a direct state in Cell C SPV4 and 5, shareholders in Cell C. Cell C does not meet the 30% threshold The application for the transfer of the licences ought to be refused.
In its current form the application ought to be refused, if the TPC and Cell C persist. The Authority may grant TPC/Cell C an opportunity to augment their application. The Authority should publish the augmented application for comment. Recommendations Cellsaf or its legal representatives and advisors be grated access to the suit of agreements showing that it complies with the HDG requirement.
