Currently viewing: 9. SUBSEQUENT EVENTS | Next: 10. BASIS OF PREPARATION
In 2022, a debt owed by Cell C to a lessor was transferred to a newly established special purpose vehicle (SPV5) in exchange for a 10% shareholding in Cell C, which remains SPV5's sole asset. Blue Label issued a guarantee in favour of the lessor for the repayment of this debt, while TPC committed to providing R275 million ("repayment amount") in funding to SPV5 in exchange for a claim of R699 million in SPV5, enabling it to meet its repayment obligations. The debt will be settled in tranches over the period from 31 December 2024 to 31 December 2026.
On 31 December 2024, TPC advanced the first tranche of funding amounting to R100 million and was recognised as part of the investment cost. The remaining funding commitments are scheduled as follows:
SPV5 is required to repay TPC for the amounts advanced from any future sale of shares or from dividends earned thereon, along with an additional R424 million plus 50% of the fair value of its 10% shareholding in Cell C, to the extent that the proceeds exceed R699 million. Since SPV5's only asset is its shareholding in Cell C, the repayment will be dependent on the disposal of these shares and/or dividends earned thereon. As a result, as of 31 December 2024, TPC has effectively acquired an additional 10% economic interest in Cell C, capped at the repayment amount. This investment will be equity accounted, subject to the cap, alongside TPC's existing 63.19% economic interest in Cell C. SPV5 is precluded from selling the Cell C shares without TPC's consent, but TPC has no rights with respect to directing the voting rights attached to the shares. In the event of default, TPC would be able to acquire the 10% shareholding in Cell C in settlement of its loan, but only with the prior approval of the Competition Commission of South Africa and ICASA, as such acquisition would result in TPC acquiring control of Cell C.
TPC's loan commitment to SPV5, which has been accounted for as a derivative liability (carrying a value of R7 million as of 30 November 2024 and 31 December 2024, respectively), was derecognised on 31 December 2024 and reclassified as part of the acquisition cost of the additional investment in Cell C. The present value of the remaining funding obligations to SPV5, amounting to R148 million as of 31 December 2024, was recognised as part of the investment cost, with a corresponding liability recorded to SPV5.
Due to the existence of previously unrecognised equity-accounted losses associated with the Cell C investment, the total increase in the cost of the investment of R241 million was recognised as a loss in the Group's income statement under "share of losses from associates" on 31 December 2024, thereby reducing the balance of previously unrecognised equity-accounted losses.
In December 2024, TPC entered into a General Banking Facility agreement with Rand Merchant Bank for R311 million (the "Facility"), scheduled to mature on 28 February 2025. The Facility carries an interest rate of Prime plus 1%.
TPC is in the final stages of securing an extension prior to the maturity date, which will extend the Facility for an additional 18 months, with repayments in equal monthly instalments commencing on 31 March 2025.
