Notes to the Group Annual Financial Statements | Note 3.4

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Refer to accounting policies on borrowings and trade and other payables for financial liabilities (which exclude employee-related liabilities and VAT), and share capital for equity instruments issued by the Group.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

The fair value of the trade and other payables approximates their carrying amounts due to being payable in the short term.

TPC borrowings ‑ from lenders and Class A Preference Share

The airtime sale and repurchase from lenders represented a financing transaction, with the airtime as security, together with the issue of the Class A and Class B Preference Shares, which provides the lenders with additional compensation for their risk. As such the amount of borrowings was attributed to these three elements at their respective fair values. Refer to note 3.5 for further details on the accounting treatment of the Class B Preference Shares.

The 2024 airtime sale and repurchase from lenders represented a financing transaction, with the airtime as security. During the current year, the airtime sale and repurchase obligation was settled in full.

The airtime sale and repurchase loans, and the Class A Preference Shares were recognised initially at their fair values less transaction costs and have been accounted for as financial liabilities at amortised cost. Given that the indexation of the cash flows under the Class B Preference Shares to a 5% shareholding in Cell C results in them containing an embedded derivative which would otherwise need to be stripped out and accounted for separately, the Class B Preference Shares have been designated to be financial liabilities at fair value through profit or loss.

Gramercy Loan Payable

During the year, Gramercy SA Telecom Holdings LLC sold and transferred its claims against Cell C Limited, and delegated any of its obligations, to TPC. The purchase price for the Transaction Debt was an amount of R450 000 000.

The purchase price will be paid in four equal tranches as follows:

• R112 500 000 on Closing (7 March 2025);
• R112 500 000 on or before 30 November 2025;
• R112 500 000 on or before 31 March 2026; and
• R112 500 000 on or before 30 November 2026.

SPV5

Refer to note 2.1 and 2.2 for the details pertaining to SPV5.

Credit facilities

For terms of these facilities, refer to note 3.2.2

The Group did not default on any loans or breach any terms of the underlying agreements during the year.

The fair value of the borrowings approximates their carrying amounts due to these balances bearing interest at market-related rates.

Changes in liabilities arising from financing activities