The judgment

1 COMPETITION TRIBUNAL OF SOUTH AFRICACOMPETITION TRIBUNAL OF SOUTH AFRICACOMPETITION TRIBUNAL OF SOUTH AFRICACOMPETITION TRIBUNAL OF SOUTH AFRICA Case no: LM012Apr25Case no: LM012Apr25 In the large merger between:In the large merger between:In the large merger between: Pepkor Trading (Pty) LtdPepkor Trading (Pty) Ltd Primary Acquiring Firm Primary Acquiring Firm And The retail brands and businesses known as The retail brands and businesses known as The retail brands and businesses known as The retail brands and businesses known as “Legit”, “Style”, “Boardmans”, “Swagga” and/or “Legit”, “Style”, “Boardmans”, “Swagga” and/or “Legit”, “Style”, “Boardmans”, “Swagga” and/or “Legit”, “Style”, “Boardmans”, “Swagga” and/or Beaver Canoe”Beaver Canoe” Primary Target FirmsPrimary Target Firms Panel: T Vilakazi (Presiding Member)T Vilakazi (Presiding Member)T Vilakazi (Presiding Member) A Ndoni (Tribunal Member)A Ndoni (Tribunal Member)A Ndoni (Tribunal Member) I Valodia (Tribunal Member) I Valodia (Tribunal Member) I Valodia (Tribunal Member) Heard on: 20 August 202520 August 2025 Order issued on: Order issued on: 27 August 202527 August 2025 Reasons Issued on:Reasons Issued on: 25 September 202525 September 2025 REASONS FOR DECISIONREASONS FOR DECISIONREASONS FOR DECISION Introduction [1]On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved On 27 August 2025, the Competition Tribunal (“Tribunal”) conditionally approved the large merger whereby Pepkor Trading (Pty) Ltd (“Pepkor”) the large merger whereby Pepkor Trading (Pty) Ltd (“Pepkor”) the large merger whereby Pepkor Trading (Pty) Ltd (“Pepkor”) the large merger whereby Pepkor Trading (Pty) Ltd (“Pepkor”) the large merger whereby Pepkor Trading (Pty) Ltd (“Pepkor”) intends to acquire intends to acquire each of the retail brands and businesses operated by Retailability (Pty) Ltd each of the retail brands and businesses operated by Retailability (Pty) Ltd each of the retail brands and businesses operated by Retailability (Pty) Ltd each of the retail brands and businesses operated by Retailability (Pty) Ltd each of the retail brands and businesses operated by Retailability (Pty) Ltd each of the retail brands and businesses operated by Retailability (Pty) Ltd (“Retailability”) under the following brand names: (“Retailability”) under the following brand names: (“Retailability”) under the following brand names: (“Retailability”) under the following brand names: “Legit”, “Style”, “Boardmans”, “Legit”, “Style”, “Boardmans”, “Legit”, “Style”, “Boardmans”, “Swagga” and/or “Beaver Canoe”, collectively referred to as the Target “Swagga” and/or “Beaver Canoe”, collectively referred to as the Target “Swagga” and/or “Beaver Canoe”, collectively referred to as the Target “Swagga” and/or “Beaver Canoe”, collectively referred to as the Target “Swagga” and/or “Beaver Canoe”, collectively referred to as the Target “Swagga” and/or “Beaver Canoe”, collectively referred to as the Target Businesses. Post-merger, Pepkor will control the Target Businesses.. Post-merger, Pepkor will control the Target Businesses.. Post-merger, Pepkor will control the Target Businesses.. Post-merger, Pepkor will control the Target Businesses.. Post-merger, Pepkor will control the Target Businesses. Parties to the transaction and their activities Parties to the transaction and their activities Parties to the transaction and their activities Parties to the transaction and their activities Primary acquiring firmPrimary acquiring firm [2]The primary acquiring firm is Pepkor, a company incorporated in terms of the The primary acquiring firm is Pepkor, a company incorporated in terms of the The primary acquiring firm is Pepkor, a company incorporated in terms of the The primary acquiring firm is Pepkor, a company incorporated in terms of the The primary acquiring firm is Pepkor, a company incorporated in terms of the The primary acquiring firm is Pepkor, a company incorporated in terms of the 2 laws of the Republic of South Africa. Pepkor is wholly owned and controlled by laws of the Republic of South Africa. Pepkor is wholly owned and controlled by laws of the Republic of South Africa. Pepkor is wholly owned and controlled by laws of the Republic of South Africa. Pepkor is wholly owned and controlled by laws of the Republic of South Africa. Pepkor is wholly owned and controlled by laws of the Republic of South Africa. Pepkor is wholly owned and controlled by Pepkor Holdings Limited (“Pepkor Holdings”), a public company listed on the Pepkor Holdings Limited (“Pepkor Holdings”), a public company listed on the Pepkor Holdings Limited (“Pepkor Holdings”), a public company listed on the Pepkor Holdings Limited (“Pepkor Holdings”), a public company listed on the Pepkor Holdings Limited (“Pepkor Holdings”), a public company listed on the Pepkor Holdings Limited (“Pepkor Holdings”), a public company listed on the Johannesburg Stock Exchange (“JSE”), not controlled by a single shareholder. Johannesburg Stock Exchange (“JSE”), not controlled by a single shareholder. Johannesburg Stock Exchange (“JSE”), not controlled by a single shareholder. Johannesburg Stock Exchange (“JSE”), not controlled by a single shareholder. Johannesburg Stock Exchange (“JSE”), not controlled by a single shareholder. Johannesburg Stock Exchange (“JSE”), not controlled by a single shareholder. [3]Pepkor, the firms it controls and all firms controlling it are hereinafter referred to Pepkor, the firms it controls and all firms controlling it are hereinafter referred to Pepkor, the firms it controls and all firms controlling it are hereinafter referred to Pepkor, the firms it controls and all firms controlling it are hereinafter referred to Pepkor, the firms it controls and all firms controlling it are hereinafter referred to Pepkor, the firms it controls and all firms controlling it are hereinafter referred to Pepkor, the firms it controls and all firms controlling it are hereinafter referred to as the Acquiring Group.as the Acquiring Group. [4]Pepkor Holdings is a South African retailer that controls a number of South Pepkor Holdings is a South African retailer that controls a number of South Pepkor Holdings is a South African retailer that controls a number of South Pepkor Holdings is a South African retailer that controls a number of South Pepkor Holdings is a South African retailer that controls a number of South Pepkor Holdings is a South African retailer that controls a number of South Pepkor Holdings is a South African retailer that controls a number of South African subsidiaries involved in the clothing, homeware, beauty and cellular African subsidiaries involved in the clothing, homeware, beauty and cellular African subsidiaries involved in the clothing, homeware, beauty and cellular African subsidiaries involved in the clothing, homeware, beauty and cellular African subsidiaries involved in the clothing, homeware, beauty and cellular African subsidiaries involved in the clothing, homeware, beauty and cellular African subsidiaries involved in the clothing, homeware, beauty and cellular products markets. products markets. [5]Pepkor Holdings has four (4) operating segments, namely (i) clothing, footwear Pepkor Holdings has four (4) operating segments, namely (i) clothing, footwear Pepkor Holdings has four (4) operating segments, namely (i) clothing, footwear Pepkor Holdings has four (4) operating segments, namely (i) clothing, footwear Pepkor Holdings has four (4) operating segments, namely (i) clothing, footwear Pepkor Holdings has four (4) operating segments, namely (i) clothing, footwear and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and and homeware (“CFH”), (ii) furniture, appliances and electronics, (iii) fintech and (iv) strategic services. Of these, only the CFH and furniture segments are (iv) strategic services. Of these, only the CFH and furniture segments are (iv) strategic services. Of these, only the CFH and furniture segments are (iv) strategic services. Of these, only the CFH and furniture segments are (iv) strategic services. Of these, only the CFH and furniture segments are (iv) strategic services. Of these, only the CFH and furniture segments are relevant to the proposed merger. relevant to the proposed merger. relevant to the proposed merger. [6]In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, In South Africa, Pepkor’s CFH business includes retail brands such as (i) Pep, (ii) Ackermans, (iii) Pepkor Speciality,(ii) Ackermans, (iii) Pepkor Speciality,(ii) Ackermans, (iii) Pepkor Speciality, 1 (iv) Pep Africa and (v) Avenida. Pepkor’s (iv) Pep Africa and (v) Avenida. Pepkor’s (iv) Pep Africa and (v) Avenida. Pepkor’s (iv) Pep Africa and (v) Avenida. Pepkor’s furniture segment includes retail brands such as (i) Russells, (ii) Bradlows, (iii) furniture segment includes retail brands such as (i) Russells, (ii) Bradlows, (iii) furniture segment includes retail brands such as (i) Russells, (ii) Bradlows, (iii) furniture segment includes retail brands such as (i) Russells, (ii) Bradlows, (iii) furniture segment includes retail brands such as (i) Russells, (ii) Bradlows, (iii) furniture segment includes retail brands such as (i) Russells, (ii) Bradlows, (iii) Rochester, (iv) Sleepmaster, (v) HiFi Corporation and (vi) Incredible. Rochester, (iv) Sleepmaster, (v) HiFi Corporation and (vi) Incredible. Rochester, (iv) Sleepmaster, (v) HiFi Corporation and (vi) Incredible. Rochester, (iv) Sleepmaster, (v) HiFi Corporation and (vi) Incredible. Rochester, (iv) Sleepmaster, (v) HiFi Corporation and (vi) Incredible. Rochester, (iv) Sleepmaster, (v) HiFi Corporation and (vi) Incredible. [7]The Acquiring Group has a retail footprint of approximately 5 900 stores The Acquiring Group has a retail footprint of approximately 5 900 stores The Acquiring Group has a retail footprint of approximately 5 900 stores The Acquiring Group has a retail footprint of approximately 5 900 stores The Acquiring Group has a retail footprint of approximately 5 900 stores The Acquiring Group has a retail footprint of approximately 5 900 stores operating across nine (9) African countries and Brazil, and employs around 50 operating across nine (9) African countries and Brazil, and employs around 50 operating across nine (9) African countries and Brazil, and employs around 50 operating across nine (9) African countries and Brazil, and employs around 50 operating across nine (9) African countries and Brazil, and employs around 50 operating across nine (9) African countries and Brazil, and employs around 50 operating across nine (9) African countries and Brazil, and employs around 50 000 employees.000 employees. 2 Primary target firmPrimary target firm [8]The Target Businesses are each of the retail brands and business operated by The Target Businesses are each of the retail brands and business operated by The Target Businesses are each of the retail brands and business operated by The Target Businesses are each of the retail brands and business operated by The Target Businesses are each of the retail brands and business operated by The Target Businesses are each of the retail brands and business operated by Retailability trading under the following brand names: (i) Legit (“Legit Business”), Retailability trading under the following brand names: (i) Legit (“Legit Business”), Retailability trading under the following brand names: (i) Legit (“Legit Business”), Retailability trading under the following brand names: (i) Legit (“Legit Business”), Retailability trading under the following brand names: (i) Legit (“Legit Business”), Retailability trading under the following brand names: (i) Legit (“Legit Business”), Retailability trading under the following brand names: (i) Legit (“Legit Business”), (ii) Stye (“Style Business”), (iii) Swagga (including Beaver Canoe) (“Swagga (ii) Stye (“Style Business”), (iii) Swagga (including Beaver Canoe) (“Swagga (ii) Stye (“Style Business”), (iii) Swagga (including Beaver Canoe) (“Swagga (ii) Stye (“Style Business”), (iii) Swagga (including Beaver Canoe) (“Swagga (ii) Stye (“Style Business”), (iii) Swagga (including Beaver Canoe) (“Swagga (ii) Stye (“Style Business”), (iii) Swagga (including Beaver Canoe) (“Swagga Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Business”) and (iv) Boardmans (“Boardmans Business”). The activities of the Target Businesses are briefly set out below. Target Businesses are briefly set out below. Target Businesses are briefly set out below. Target Businesses are briefly set out below. 1 Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C Pepkor Speciality includes brands such as Tekkie Town, Dunns, Refinery, Shoe City, Code, S.P.C.C and Ayana. 2 Page 47 of the merging parties’ competitiveness report in the Merger Investigation Record. Page 47 of the merging parties’ competitiveness report in the Merger Investigation Record. Page 47 of the merging parties’ competitiveness report in the Merger Investigation Record. Page 47 of the merging parties’ competitiveness report in the Merger Investigation Record. Page 47 of the merging parties’ competitiveness report in the Merger Investigation Record. Page 47 of the merging parties’ competitiveness report in the Merger Investigation Record. 3 8.1. Legit – Sells ladies fashion/apparel and various beauty products with a – Sells ladies fashion/apparel and various beauty products with a – Sells ladies fashion/apparel and various beauty products with a – Sells ladies fashion/apparel and various beauty products with a – Sells ladies fashion/apparel and various beauty products with a – Sells ladies fashion/apparel and various beauty products with a footprint of stores in South Africa. footprint of stores in South Africa. footprint of stores in South Africa. 8.2. Style – Sells men’s and women’s contemporary and formal fashion wear, – Sells men’s and women’s contemporary and formal fashion wear, – Sells men’s and women’s contemporary and formal fashion wear, – Sells men’s and women’s contemporary and formal fashion wear, – Sells men’s and women’s contemporary and formal fashion wear, – Sells men’s and women’s contemporary and formal fashion wear, as well as kids clothing and cellular products. Style’s footprint comprises as well as kids clothing and cellular products. Style’s footprint comprises as well as kids clothing and cellular products. Style’s footprint comprises as well as kids clothing and cellular products. Style’s footprint comprises as well as kids clothing and cellular products. Style’s footprint comprises as well as kids clothing and cellular products. Style’s footprint comprises stores across South Africa. stores across South Africa. 8.3. Swagga – Sells men’s and boys’ apparel with a footprint of stores across Sells men’s and boys’ apparel with a footprint of stores across Sells men’s and boys’ apparel with a footprint of stores across Sells men’s and boys’ apparel with a footprint of stores across Sells men’s and boys’ apparel with a footprint of stores across South Africa. 8.4. Boardmans - Includes an online only store which sells a range of home Includes an online only store which sells a range of home Includes an online only store which sells a range of home Includes an online only store which sells a range of home Includes an online only store which sells a range of home related goods such as small appliances, bedding, towels, crockery, cutlery, related goods such as small appliances, bedding, towels, crockery, cutlery, related goods such as small appliances, bedding, towels, crockery, cutlery, related goods such as small appliances, bedding, towels, crockery, cutlery, related goods such as small appliances, bedding, towels, crockery, cutlery, related goods such as small appliances, bedding, towels, crockery, cutlery, outdoor cooking equipment, bathroom accessories, dining and serve ware, outdoor cooking equipment, bathroom accessories, dining and serve ware, outdoor cooking equipment, bathroom accessories, dining and serve ware, outdoor cooking equipment, bathroom accessories, dining and serve ware, outdoor cooking equipment, bathroom accessories, dining and serve ware, outdoor cooking equipment, bathroom accessories, dining and serve ware, as well as other homeware products. as well as other homeware products. as well as other homeware products. Description of the transaction and rationale Description of the transaction and rationale Description of the transaction and rationale Description of the transaction and rationale

[9]In terms of the proposed merger Pepkor intends to acquire each of the retail In terms of the proposed merger Pepkor intends to acquire each of the retail In terms of the proposed merger Pepkor intends to acquire each of the retail In terms of the proposed merger Pepkor intends to acquire each of the retail In terms of the proposed merger Pepkor intends to acquire each of the retail In terms of the proposed merger Pepkor intends to acquire each of the retail businesses of the Target Businesses from Retailability. businesses of the Target Businesses from Retailability. businesses of the Target Businesses from Retailability. businesses of the Target Businesses from Retailability. businesses of the Target Businesses from Retailability.

[10]The proposed merger presents an opportunity for the Acquiring Group to add The proposed merger presents an opportunity for the Acquiring Group to add The proposed merger presents an opportunity for the Acquiring Group to add The proposed merger presents an opportunity for the Acquiring Group to add The proposed merger presents an opportunity for the Acquiring Group to add The proposed merger presents an opportunity for the Acquiring Group to add additional scale to its business and to expand its product offering. From the additional scale to its business and to expand its product offering. From the additional scale to its business and to expand its product offering. From the additional scale to its business and to expand its product offering. From the additional scale to its business and to expand its product offering. From the additional scale to its business and to expand its product offering. From the additional scale to its business and to expand its product offering. From the Target Businesses’ perspective, the proposed merger is an attractive opportunity Target Businesses’ perspective, the proposed merger is an attractive opportunity Target Businesses’ perspective, the proposed merger is an attractive opportunity Target Businesses’ perspective, the proposed merger is an attractive opportunity Target Businesses’ perspective, the proposed merger is an attractive opportunity Target Businesses’ perspective, the proposed merger is an attractive opportunity Target Businesses’ perspective, the proposed merger is an attractive opportunity for Retailability to realise a return on its investment. for Retailability to realise a return on its investment. for Retailability to realise a return on its investment. for Retailability to realise a return on its investment. Indivisibility assessment Indivisibility assessment

[11]The Competition Commission (“Commission”) considered whether the proposed The Competition Commission (“Commission”) considered whether the proposed The Competition Commission (“Commission”) considered whether the proposed The Competition Commission (“Commission”) considered whether the proposed The Competition Commission (“Commission”) considered whether the proposed The Competition Commission (“Commission”) considered whether the proposed The Competition Commission (“Commission”) considered whether the proposed merger constitutes an indivisible transaction given that four Target Businesses merger constitutes an indivisible transaction given that four Target Businesses merger constitutes an indivisible transaction given that four Target Businesses merger constitutes an indivisible transaction given that four Target Businesses merger constitutes an indivisible transaction given that four Target Businesses merger constitutes an indivisible transaction given that four Target Businesses merger constitutes an indivisible transaction given that four Target Businesses are being acquired in terms of a single agreement. In its assessment, the are being acquired in terms of a single agreement. In its assessment, the are being acquired in terms of a single agreement. In its assessment, the are being acquired in terms of a single agreement. In its assessment, the are being acquired in terms of a single agreement. In its assessment, the are being acquired in terms of a single agreement. In its assessment, the are being acquired in terms of a single agreement. In its assessment, the Commission found that Retailability controls 100% of the Target Businesses and Commission found that Retailability controls 100% of the Target Businesses and Commission found that Retailability controls 100% of the Target Businesses and Commission found that Retailability controls 100% of the Target Businesses and Commission found that Retailability controls 100% of the Target Businesses and Commission found that Retailability controls 100% of the Target Businesses and Commission found that Retailability controls 100% of the Target Businesses and as such the proposed merger involves a common seller. The Commission further as such the proposed merger involves a common seller. The Commission further as such the proposed merger involves a common seller. The Commission further as such the proposed merger involves a common seller. The Commission further as such the proposed merger involves a common seller. The Commission further as such the proposed merger involves a common seller. The Commission further found that the transactions are conditional on each other through the single inter- found that the transactions are conditional on each other through the single inter- found that the transactions are conditional on each other through the single inter- found that the transactions are conditional on each other through the single inter- found that the transactions are conditional on each other through the single inter- found that the transactions are conditional on each other through the single inter- found that the transactions are conditional on each other through the single inter- conditional sale agreement concluded between the merging parties. conditional sale agreement concluded between the merging parties. conditional sale agreement concluded between the merging parties. conditional sale agreement concluded between the merging parties. conditional sale agreement concluded between the merging parties. conditional sale agreement concluded between the merging parties.

[12]We agree with the Commission’s assessment in this regard. We agree with the Commission’s assessment in this regard. We agree with the Commission’s assessment in this regard. We agree with the Commission’s assessment in this regard. We agree with the Commission’s assessment in this regard. Competition assessment Competition assessment 4

[13]The Commission considered the activities of the merging parties and found that The Commission considered the activities of the merging parties and found that The Commission considered the activities of the merging parties and found that The Commission considered the activities of the merging parties and found that The Commission considered the activities of the merging parties and found that The Commission considered the activities of the merging parties and found that The Commission considered the activities of the merging parties and found that the proposed merger will result in a horizontal overlap in the following markets: the proposed merger will result in a horizontal overlap in the following markets: the proposed merger will result in a horizontal overlap in the following markets: the proposed merger will result in a horizontal overlap in the following markets: the proposed merger will result in a horizontal overlap in the following markets: the proposed merger will result in a horizontal overlap in the following markets: the proposed merger will result in a horizontal overlap in the following markets: (i) the national broad market for the retail of apparel; (ii) the national narrow (i) the national broad market for the retail of apparel; (ii) the national narrow (i) the national broad market for the retail of apparel; (ii) the national narrow (i) the national broad market for the retail of apparel; (ii) the national narrow (i) the national broad market for the retail of apparel; (ii) the national narrow (i) the national broad market for the retail of apparel; (ii) the national narrow (i) the national broad market for the retail of apparel; (ii) the national narrow market for the retail of women’s apparel; (iii) the national narrow market for the market for the retail of women’s apparel; (iii) the national narrow market for the market for the retail of women’s apparel; (iii) the national narrow market for the market for the retail of women’s apparel; (iii) the national narrow market for the market for the retail of women’s apparel; (iii) the national narrow market for the market for the retail of women’s apparel; (iii) the national narrow market for the market for the retail of women’s apparel; (iii) the national narrow market for the retail of men’s apparel; (iv) the national narrow market for the retail of kids retail of men’s apparel; (iv) the national narrow market for the retail of kids retail of men’s apparel; (iv) the national narrow market for the retail of kids retail of men’s apparel; (iv) the national narrow market for the retail of kids retail of men’s apparel; (iv) the national narrow market for the retail of kids retail of men’s apparel; (iv) the national narrow market for the retail of kids apparel; (v) the national market for the retail homeware; (vi) the national market apparel; (v) the national market for the retail homeware; (vi) the national market apparel; (v) the national market for the retail homeware; (vi) the national market apparel; (v) the national market for the retail homeware; (vi) the national market apparel; (v) the national market for the retail homeware; (vi) the national market apparel; (v) the national market for the retail homeware; (vi) the national market for the retail of cellular products; and, (vii) the national market for the retail of for the retail of cellular products; and, (vii) the national market for the retail of for the retail of cellular products; and, (vii) the national market for the retail of for the retail of cellular products; and, (vii) the national market for the retail of for the retail of cellular products; and, (vii) the national market for the retail of for the retail of cellular products; and, (vii) the national market for the retail of for the retail of cellular products; and, (vii) the national market for the retail of cosmetic products. cosmetic products.

[14]The Commission’s findings on market structure in relation to each market are The Commission’s findings on market structure in relation to each market are The Commission’s findings on market structure in relation to each market are The Commission’s findings on market structure in relation to each market are The Commission’s findings on market structure in relation to each market are The Commission’s findings on market structure in relation to each market are summarised below. summarised below. 14.1. National broad market for the retail of apparel National broad market for the retail of apparel National broad market for the retail of apparel National broad market for the retail of apparel – Based on sales revenue – Based on sales revenue in 2024, the Commission found that the Acquiring Group has an estimated in 2024, the Commission found that the Acquiring Group has an estimated in 2024, the Commission found that the Acquiring Group has an estimated in 2024, the Commission found that the Acquiring Group has an estimated in 2024, the Commission found that the Acquiring Group has an estimated in 2024, the Commission found that the Acquiring Group has an estimated market share of % with an accretion of approximately % arising. market share of % with an accretion of approximately % arising. market share of % with an accretion of approximately % arising. market share of % with an accretion of approximately % arising. market share of % with an accretion of approximately % arising. market share of % with an accretion of approximately % arising. 14.2. National narrow market for the retail of women’s apparel National narrow market for the retail of women’s apparel National narrow market for the retail of women’s apparel National narrow market for the retail of women’s apparel National narrow market for the retail of women’s apparel – Based on sales revenue in 2024, the Commission found that the Acquiring Group has sales revenue in 2024, the Commission found that the Acquiring Group has sales revenue in 2024, the Commission found that the Acquiring Group has sales revenue in 2024, the Commission found that the Acquiring Group has sales revenue in 2024, the Commission found that the Acquiring Group has sales revenue in 2024, the Commission found that the Acquiring Group has an estimated market share of % with an accretion of approximately an estimated market share of % with an accretion of approximately an estimated market share of % with an accretion of approximately an estimated market share of % with an accretion of approximately an estimated market share of % with an accretion of approximately an estimated market share of % with an accretion of approximately 14.3. National narrow market for the retail of men’s apparel National narrow market for the retail of men’s apparel National narrow market for the retail of men’s apparel National narrow market for the retail of men’s apparel National narrow market for the retail of men’s apparel – Based on sales – Based on sales revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % arising. 14.4. National narrow market for the retail of kid’s apparel National narrow market for the retail of kid’s apparel National narrow market for the retail of kid’s apparel National narrow market for the retail of kid’s apparel National narrow market for the retail of kid’s apparel – Based on sales – Based on sales revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % arising. 14.5. National market for retail homeware National market for retail homeware National market for retail homeware – Based on sales revenue in 2024, – Based on sales revenue in 2024, – Based on sales revenue in 2024, the Commission found that the Acquiring Group has an estimated market the Commission found that the Acquiring Group has an estimated market the Commission found that the Acquiring Group has an estimated market the Commission found that the Acquiring Group has an estimated market the Commission found that the Acquiring Group has an estimated market the Commission found that the Acquiring Group has an estimated market share of % with an accretion of approximately % arising. share of % with an accretion of approximately % arising. share of % with an accretion of approximately % arising. share of % with an accretion of approximately % arising. share of % with an accretion of approximately % arising. 14.6. National market for the retail of cellular products National market for the retail of cellular products National market for the retail of cellular products National market for the retail of cellular products National market for the retail of cellular products – Based on sales – Based on sales revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an estimated market share of % with an accretion of approximately estimated market share of % with an accretion of approximately estimated market share of % with an accretion of approximately estimated market share of % with an accretion of approximately estimated market share of % with an accretion of approximately estimated market share of % with an accretion of approximately 14.7. National market for the retail of cosmetic products National market for the retail of cosmetic products National market for the retail of cosmetic products National market for the retail of cosmetic products National market for the retail of cosmetic products – Based on sales – Based on sales revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an revenue in 2024, the Commission found that the Acquiring Group has an 5 estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % estimated market share of % with an accretion of approximately % arising.

[15]We considered the relatively low accretions in market share arising in each of We considered the relatively low accretions in market share arising in each of We considered the relatively low accretions in market share arising in each of We considered the relatively low accretions in market share arising in each of We considered the relatively low accretions in market share arising in each of We considered the relatively low accretions in market share arising in each of We considered the relatively low accretions in market share arising in each of the markets affected by the transaction. Furthermore, we took into account the markets affected by the transaction. Furthermore, we took into account the markets affected by the transaction. Furthermore, we took into account the markets affected by the transaction. Furthermore, we took into account the markets affected by the transaction. Furthermore, we took into account the markets affected by the transaction. Furthermore, we took into account evidence in the record that the merged entity would continue to face competition evidence in the record that the merged entity would continue to face competition evidence in the record that the merged entity would continue to face competition evidence in the record that the merged entity would continue to face competition evidence in the record that the merged entity would continue to face competition evidence in the record that the merged entity would continue to face competition from numerous retailers including, amongst others, The Foschini Group (“TFG”), from numerous retailers including, amongst others, The Foschini Group (“TFG”), from numerous retailers including, amongst others, The Foschini Group (“TFG”), from numerous retailers including, amongst others, The Foschini Group (“TFG”), from numerous retailers including, amongst others, The Foschini Group (“TFG”), from numerous retailers including, amongst others, The Foschini Group (“TFG”), from numerous retailers including, amongst others, The Foschini Group (“TFG”), Mr Price Group, Woolworths, Pick n Pay Clothing and other independent apparel/ Mr Price Group, Woolworths, Pick n Pay Clothing and other independent apparel/ Mr Price Group, Woolworths, Pick n Pay Clothing and other independent apparel/ Mr Price Group, Woolworths, Pick n Pay Clothing and other independent apparel/ Mr Price Group, Woolworths, Pick n Pay Clothing and other independent apparel/ Mr Price Group, Woolworths, Pick n Pay Clothing and other independent apparel/ homeware stores. homeware stores. Local markets assessment Local markets assessment Local markets assessment

[16]The Commission additionally conducted a local (geographic) markets The Commission additionally conducted a local (geographic) markets The Commission additionally conducted a local (geographic) markets The Commission additionally conducted a local (geographic) markets The Commission additionally conducted a local (geographic) markets The Commission additionally conducted a local (geographic) markets The Commission additionally conducted a local (geographic) markets assessment based on the merging parties’ assessment of local markets, assessment based on the merging parties’ assessment of local markets, assessment based on the merging parties’ assessment of local markets, assessment based on the merging parties’ assessment of local markets, assessment based on the merging parties’ assessment of local markets, assessment based on the merging parties’ assessment of local markets, identifying competitors within a 10km radius of the stores of the Acquiring identifying competitors within a 10km radius of the stores of the Acquiring identifying competitors within a 10km radius of the stores of the Acquiring identifying competitors within a 10km radius of the stores of the Acquiring identifying competitors within a 10km radius of the stores of the Acquiring identifying competitors within a 10km radius of the stores of the Acquiring Group’s apparel retailer divisions and overlaps with the Target Businesses. Group’s apparel retailer divisions and overlaps with the Target Businesses. Group’s apparel retailer divisions and overlaps with the Target Businesses. Group’s apparel retailer divisions and overlaps with the Target Businesses. Group’s apparel retailer divisions and overlaps with the Target Businesses. Group’s apparel retailer divisions and overlaps with the Target Businesses. 3

[17]The merging parties identified areas where there is an overlap. There is The merging parties identified areas where there is an overlap. There is The merging parties identified areas where there is an overlap. There is The merging parties identified areas where there is an overlap. There is The merging parties identified areas where there is an overlap. There is The merging parties identified areas where there is an overlap. There is The merging parties identified areas where there is an overlap. There is further no single local area where it is only the stores of the merging parties’ further no single local area where it is only the stores of the merging parties’ further no single local area where it is only the stores of the merging parties’ further no single local area where it is only the stores of the merging parties’ further no single local area where it is only the stores of the merging parties’ further no single local area where it is only the stores of the merging parties’ further no single local area where it is only the stores of the merging parties’ present. The merging parties’ assessment however revealed that there are present. The merging parties’ assessment however revealed that there are present. The merging parties’ assessment however revealed that there are present. The merging parties’ assessment however revealed that there are present. The merging parties’ assessment however revealed that there are present. The merging parties’ assessment however revealed that there are present. The merging parties’ assessment however revealed that there are areas are as follows: areas are as follows: areas are as follows: areas are as follows: areas are as follows: areas are as follows: areas are as follows:

[18]Based on the above, the Commission conducted its own assessment of the Based on the above, the Commission conducted its own assessment of the Based on the above, the Commission conducted its own assessment of the Based on the above, the Commission conducted its own assessment of the Based on the above, the Commission conducted its own assessment of the Based on the above, the Commission conducted its own assessment of the aforementioned local areas. The Commission’s findings are set out below. aforementioned local areas. The Commission’s findings are set out below. aforementioned local areas. The Commission’s findings are set out below. aforementioned local areas. The Commission’s findings are set out below. aforementioned local areas. The Commission’s findings are set out below. aforementioned local areas. The Commission’s findings are set out below. 18.1. In , the Commission found the facia count in the area will In , the Commission found the facia count in the area will In , the Commission found the facia count in the area will In , the Commission found the facia count in the area will In , the Commission found the facia count in the area will In , the Commission found the facia count in the area will decrease from to post-merger. The Commission further found that decrease from to post-merger. The Commission further found that decrease from to post-merger. The Commission further found that decrease from to post-merger. The Commission further found that decrease from to post-merger. The Commission further found that decrease from to post-merger. The Commission further found that stores such as Mr Price and TFG operate alongside stores controlled by stores such as Mr Price and TFG operate alongside stores controlled by stores such as Mr Price and TFG operate alongside stores controlled by stores such as Mr Price and TFG operate alongside stores controlled by stores such as Mr Price and TFG operate alongside stores controlled by stores such as Mr Price and TFG operate alongside stores controlled by the merging parties. the merging parties. 18.2. In the Acquiring Group has stores located in In the Acquiring Group has stores located in In the Acquiring Group has stores located in In the Acquiring Group has stores located in In the Acquiring Group has stores located in In the Acquiring Group has stores located in located in In stores such as Mr Price, TFG and Footgear located in In stores such as Mr Price, TFG and Footgear located in In stores such as Mr Price, TFG and Footgear located in In stores such as Mr Price, TFG and Footgear located in In stores such as Mr Price, TFG and Footgear located in In stores such as Mr Price, TFG and Footgear 3 The Commission noted that Boardmans is exclusively an online store. The Commission noted that Boardmans is exclusively an online store. The Commission noted that Boardmans is exclusively an online store. The Commission noted that Boardmans is exclusively an online store. The Commission noted that Boardmans is exclusively an online store. 6 operate within a 10km radius of the merger parties’ stores. The facia count operate within a 10km radius of the merger parties’ stores. The facia count operate within a 10km radius of the merger parties’ stores. The facia count operate within a 10km radius of the merger parties’ stores. The facia count operate within a 10km radius of the merger parties’ stores. The facia count operate within a 10km radius of the merger parties’ stores. The facia count in is including the merging parties. in is including the merging parties. in is including the merging parties. in is including the merging parties. 18.3. In the merging parties have stores located in which In the merging parties have stores located in which In the merging parties have stores located in which In the merging parties have stores located in which In the merging parties have stores located in which In the merging parties have stores located in which is located approximately 6.5km from The Commission found that is located approximately 6.5km from The Commission found that is located approximately 6.5km from The Commission found that is located approximately 6.5km from The Commission found that is located approximately 6.5km from The Commission found that is located approximately 6.5km from The Commission found that stores such as TFG, Mr Price and Footgear operate within a 10km radius stores such as TFG, Mr Price and Footgear operate within a 10km radius stores such as TFG, Mr Price and Footgear operate within a 10km radius stores such as TFG, Mr Price and Footgear operate within a 10km radius stores such as TFG, Mr Price and Footgear operate within a 10km radius stores such as TFG, Mr Price and Footgear operate within a 10km radius of the merging parties’ stores. The facia count will reduce from to post- of the merging parties’ stores. The facia count will reduce from to post- of the merging parties’ stores. The facia count will reduce from to post- of the merging parties’ stores. The facia count will reduce from to post- of the merging parties’ stores. The facia count will reduce from to post- of the merging parties’ stores. The facia count will reduce from to post- merger. 18.4. In , the Commission found that there are a number of In , the Commission found that there are a number of In , the Commission found that there are a number of In , the Commission found that there are a number of In , the Commission found that there are a number of In , the Commission found that there are a number of stores controlled by the merging parties within a 1.5km radius of each other. stores controlled by the merging parties within a 1.5km radius of each other. stores controlled by the merging parties within a 1.5km radius of each other. stores controlled by the merging parties within a 1.5km radius of each other. stores controlled by the merging parties within a 1.5km radius of each other. stores controlled by the merging parties within a 1.5km radius of each other. The facia count will reduce from to post-merger. The Commission found The facia count will reduce from to post-merger. The Commission found The facia count will reduce from to post-merger. The Commission found The facia count will reduce from to post-merger. The Commission found The facia count will reduce from to post-merger. The Commission found The facia count will reduce from to post-merger. The Commission found that other stores such as Mr Price, TFG and Footgear also operate within that other stores such as Mr Price, TFG and Footgear also operate within that other stores such as Mr Price, TFG and Footgear also operate within that other stores such as Mr Price, TFG and Footgear also operate within that other stores such as Mr Price, TFG and Footgear also operate within that other stores such as Mr Price, TFG and Footgear also operate within a 10km radius of the merging parties’ stores. a 10km radius of the merging parties’ stores. a 10km radius of the merging parties’ stores. a 10km radius of the merging parties’ stores.

[19]The Commission found that although these local markets are highly The Commission found that although these local markets are highly The Commission found that although these local markets are highly The Commission found that although these local markets are highly The Commission found that although these local markets are highly The Commission found that although these local markets are highly concentrated, no further intervention was warranted. concentrated, no further intervention was warranted. concentrated, no further intervention was warranted. concentrated, no further intervention was warranted. concentrated, no further intervention was warranted. 4 We agree with this We agree with this assessment in the circumstances of this transaction and in light of there being assessment in the circumstances of this transaction and in light of there being assessment in the circumstances of this transaction and in light of there being assessment in the circumstances of this transaction and in light of there being assessment in the circumstances of this transaction and in light of there being assessment in the circumstances of this transaction and in light of there being other competitors of the merger parties active in the identified local markets. other competitors of the merger parties active in the identified local markets. other competitors of the merger parties active in the identified local markets. other competitors of the merger parties active in the identified local markets. other competitors of the merger parties active in the identified local markets. other competitors of the merger parties active in the identified local markets. Creeping mergers Creeping mergers

[20]In its creeping merger assessment, the Commission considered notifiable and In its creeping merger assessment, the Commission considered notifiable and In its creeping merger assessment, the Commission considered notifiable and In its creeping merger assessment, the Commission considered notifiable and In its creeping merger assessment, the Commission considered notifiable and In its creeping merger assessment, the Commission considered notifiable and non-notifiable acquisitions (small mergers) by the Acquiring Group. The non-notifiable acquisitions (small mergers) by the Acquiring Group. The non-notifiable acquisitions (small mergers) by the Acquiring Group. The non-notifiable acquisitions (small mergers) by the Acquiring Group. The non-notifiable acquisitions (small mergers) by the Acquiring Group. The non-notifiable acquisitions (small mergers) by the Acquiring Group. The Commission noted the following: Commission noted the following: Commission noted the following: 20.1. The Acquiring Group made two (2) notifiable acquisitions which the The Acquiring Group made two (2) notifiable acquisitions which the The Acquiring Group made two (2) notifiable acquisitions which the The Acquiring Group made two (2) notifiable acquisitions which the The Acquiring Group made two (2) notifiable acquisitions which the The Acquiring Group made two (2) notifiable acquisitions which the Commission recommended for approval to the Tribunal namely: (i) Pepkor Commission recommended for approval to the Tribunal namely: (i) Pepkor Commission recommended for approval to the Tribunal namely: (i) Pepkor Commission recommended for approval to the Tribunal namely: (i) Pepkor Commission recommended for approval to the Tribunal namely: (i) Pepkor Commission recommended for approval to the Tribunal namely: (i) Pepkor Holdings Limited and Shoprite Furniture Holdings Limited and Shoprite Furniture Holdings Limited and Shoprite Furniture Holdings Limited and Shoprite Furniture 5 and (ii) Pepkor Trading and the and (ii) Pepkor Trading and the and (ii) Pepkor Trading and the business owned and operated by Good Hope Sales Cape (Pty) Ltd known business owned and operated by Good Hope Sales Cape (Pty) Ltd known business owned and operated by Good Hope Sales Cape (Pty) Ltd known business owned and operated by Good Hope Sales Cape (Pty) Ltd known business owned and operated by Good Hope Sales Cape (Pty) Ltd known business owned and operated by Good Hope Sales Cape (Pty) Ltd known as “Choice Clothing”. as “Choice Clothing”. 6 4 The Commission relied on findings in the matter involving The Commission relied on findings in the matter involving The Commission relied on findings in the matter involving The Commission relied on findings in the matter involving The Commission relied on findings in the matter involving Shoprite/Massmart (Case No. Shoprite/Massmart (Case No. Shoprite/Massmart (Case No. 2021Aug0045) and Beijer Ref South Africa/Tesca (Case No. 2017Oct0043). Beijer Ref South Africa/Tesca (Case No. 2017Oct0043). Beijer Ref South Africa/Tesca (Case No. 2017Oct0043). Beijer Ref South Africa/Tesca (Case No. 2017Oct0043). 5 Competition Commission Case No. Competition Commission Case No. Competition Commission Case No. 2024Sep0053 . 6 Competition Commission Case No. Competition Commission Case No. Competition Commission Case No. 2024Nov0058 . 7 20.2. The Acquiring Group acquired firms/businesses which were small The Acquiring Group acquired firms/businesses which were small The Acquiring Group acquired firms/businesses which were small The Acquiring Group acquired firms/businesses which were small The Acquiring Group acquired firms/businesses which were small The Acquiring Group acquired firms/businesses which were small mergers and thus non-notifiable. mergers and thus non-notifiable. mergers and thus non-notifiable. 7

[21]Given the above, the Commission was of the view that the small merger Given the above, the Commission was of the view that the small merger Given the above, the Commission was of the view that the small merger Given the above, the Commission was of the view that the small merger Given the above, the Commission was of the view that the small merger Given the above, the Commission was of the view that the small merger acquisitions did not take place in the same markets and did not raise any acquisitions did not take place in the same markets and did not raise any acquisitions did not take place in the same markets and did not raise any acquisitions did not take place in the same markets and did not raise any acquisitions did not take place in the same markets and did not raise any acquisitions did not take place in the same markets and did not raise any creeping merger concerns. The Commission however endeavoured to continue creeping merger concerns. The Commission however endeavoured to continue creeping merger concerns. The Commission however endeavoured to continue creeping merger concerns. The Commission however endeavoured to continue creeping merger concerns. The Commission however endeavoured to continue creeping merger concerns. The Commission however endeavoured to continue creeping merger concerns. The Commission however endeavoured to continue to monitor future acquisitions of the Acquiring Group. to monitor future acquisitions of the Acquiring Group. to monitor future acquisitions of the Acquiring Group. to monitor future acquisitions of the Acquiring Group. to monitor future acquisitions of the Acquiring Group. Third party concerns Third party concerns

[22]The following concerns were received from third parties during the Commission’s The following concerns were received from third parties during the Commission’s The following concerns were received from third parties during the Commission’s The following concerns were received from third parties during the Commission’s The following concerns were received from third parties during the Commission’s The following concerns were received from third parties during the Commission’s The following concerns were received from third parties during the Commission’s investigation. 22.1. A competitor of the merging parties, raised concerns related to the ability of A competitor of the merging parties, raised concerns related to the ability of A competitor of the merging parties, raised concerns related to the ability of A competitor of the merging parties, raised concerns related to the ability of A competitor of the merging parties, raised concerns related to the ability of A competitor of the merging parties, raised concerns related to the ability of independent retailers to compete against large retailers in terms of space independent retailers to compete against large retailers in terms of space independent retailers to compete against large retailers in terms of space independent retailers to compete against large retailers in terms of space independent retailers to compete against large retailers in terms of space independent retailers to compete against large retailers in terms of space and price. 22.2. A competitor of the merging parties, raised concerns relating to A competitor of the merging parties, raised concerns relating to A competitor of the merging parties, raised concerns relating to A competitor of the merging parties, raised concerns relating to A competitor of the merging parties, raised concerns relating to A competitor of the merging parties, raised concerns relating to internationally sourced merchandise by the Target Businesses. The internationally sourced merchandise by the Target Businesses. The internationally sourced merchandise by the Target Businesses. The internationally sourced merchandise by the Target Businesses. The internationally sourced merchandise by the Target Businesses. The internationally sourced merchandise by the Target Businesses. The competitor submits that it is unclear what proportion of the Target competitor submits that it is unclear what proportion of the Target competitor submits that it is unclear what proportion of the Target competitor submits that it is unclear what proportion of the Target competitor submits that it is unclear what proportion of the Target competitor submits that it is unclear what proportion of the Target Businesses’ merchandise is imported and it raised the concern that if there Businesses’ merchandise is imported and it raised the concern that if there Businesses’ merchandise is imported and it raised the concern that if there Businesses’ merchandise is imported and it raised the concern that if there Businesses’ merchandise is imported and it raised the concern that if there Businesses’ merchandise is imported and it raised the concern that if there was to be a significant increase in internationally sourced merchandise as was to be a significant increase in internationally sourced merchandise as was to be a significant increase in internationally sourced merchandise as was to be a significant increase in internationally sourced merchandise as was to be a significant increase in internationally sourced merchandise as was to be a significant increase in internationally sourced merchandise as opposed to locally sourced merchandise, this would be detrimental to job opposed to locally sourced merchandise, this would be detrimental to job opposed to locally sourced merchandise, this would be detrimental to job opposed to locally sourced merchandise, this would be detrimental to job opposed to locally sourced merchandise, this would be detrimental to job opposed to locally sourced merchandise, this would be detrimental to job creation in South Africa. It also submitted that the proposed merger will creation in South Africa. It also submitted that the proposed merger will creation in South Africa. It also submitted that the proposed merger will creation in South Africa. It also submitted that the proposed merger will creation in South Africa. It also submitted that the proposed merger will creation in South Africa. It also submitted that the proposed merger will increase the merged entity’s negotiating power with landlords due to the increase the merged entity’s negotiating power with landlords due to the increase the merged entity’s negotiating power with landlords due to the increase the merged entity’s negotiating power with landlords due to the increase the merged entity’s negotiating power with landlords due to the increase the merged entity’s negotiating power with landlords due to the number of retail stores under one group which may crowd out smaller number of retail stores under one group which may crowd out smaller number of retail stores under one group which may crowd out smaller number of retail stores under one group which may crowd out smaller number of retail stores under one group which may crowd out smaller number of retail stores under one group which may crowd out smaller competitors or potential new entrants. competitors or potential new entrants. competitors or potential new entrants.

[23]The Commission found that the concerns raised by the competitor were not The Commission found that the concerns raised by the competitor were not The Commission found that the concerns raised by the competitor were not The Commission found that the concerns raised by the competitor were not The Commission found that the concerns raised by the competitor were not The Commission found that the concerns raised by the competitor were not The Commission found that the concerns raised by the competitor were not merger specific. Further that the accretion in all of the relevant markets is merger specific. Further that the accretion in all of the relevant markets is merger specific. Further that the accretion in all of the relevant markets is merger specific. Further that the accretion in all of the relevant markets is merger specific. Further that the accretion in all of the relevant markets is merger specific. Further that the accretion in all of the relevant markets is relatively low. The Commission also found that the merged entity would continue relatively low. The Commission also found that the merged entity would continue relatively low. The Commission also found that the merged entity would continue relatively low. The Commission also found that the merged entity would continue relatively low. The Commission also found that the merged entity would continue relatively low. The Commission also found that the merged entity would continue to be constrained by other competitors such as TFG and Mr Price Group. to be constrained by other competitors such as TFG and Mr Price Group. to be constrained by other competitors such as TFG and Mr Price Group. to be constrained by other competitors such as TFG and Mr Price Group. to be constrained by other competitors such as TFG and Mr Price Group. to be constrained by other competitors such as TFG and Mr Price Group. 7 8

[24]The Commission also found that the proposed merger is unlikely to result in any The Commission also found that the proposed merger is unlikely to result in any The Commission also found that the proposed merger is unlikely to result in any The Commission also found that the proposed merger is unlikely to result in any The Commission also found that the proposed merger is unlikely to result in any The Commission also found that the proposed merger is unlikely to result in any The Commission also found that the proposed merger is unlikely to result in any significant changes in market structure and would not afford the merged entity significant changes in market structure and would not afford the merged entity significant changes in market structure and would not afford the merged entity significant changes in market structure and would not afford the merged entity significant changes in market structure and would not afford the merged entity significant changes in market structure and would not afford the merged entity significant additional negotiating power relative to landlords. significant additional negotiating power relative to landlords. significant additional negotiating power relative to landlords. significant additional negotiating power relative to landlords. significant additional negotiating power relative to landlords.

[25]Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely to substantially lessen or prevent competition in any relevant market. to substantially lessen or prevent competition in any relevant market. to substantially lessen or prevent competition in any relevant market. to substantially lessen or prevent competition in any relevant market. to substantially lessen or prevent competition in any relevant market. to substantially lessen or prevent competition in any relevant market. Public interest Public interest Employment

[26]The merging parties submitted that the proposed merger would have no negative The merging parties submitted that the proposed merger would have no negative The merging parties submitted that the proposed merger would have no negative The merging parties submitted that the proposed merger would have no negative The merging parties submitted that the proposed merger would have no negative The merging parties submitted that the proposed merger would have no negative The merging parties submitted that the proposed merger would have no negative effect on employment. effect on employment.

[27]The Commission found that employees of Pepkor and employees of the The Commission found that employees of Pepkor and employees of the The Commission found that employees of Pepkor and employees of the The Commission found that employees of Pepkor and employees of the The Commission found that employees of Pepkor and employees of the The Commission found that employees of Pepkor and employees of the Target Businesses were retrenched in the last 12 months. The merging parties Target Businesses were retrenched in the last 12 months. The merging parties Target Businesses were retrenched in the last 12 months. The merging parties Target Businesses were retrenched in the last 12 months. The merging parties Target Businesses were retrenched in the last 12 months. The merging parties Target Businesses were retrenched in the last 12 months. The merging parties Target Businesses were retrenched in the last 12 months. The merging parties submitted that these retrenchments were unrelated to the proposed merger and submitted that these retrenchments were unrelated to the proposed merger and submitted that these retrenchments were unrelated to the proposed merger and submitted that these retrenchments were unrelated to the proposed merger and submitted that these retrenchments were unrelated to the proposed merger and submitted that these retrenchments were unrelated to the proposed merger and submitted that these retrenchments were unrelated to the proposed merger and were as a result of store closures and store size reductions. The Commission were as a result of store closures and store size reductions. The Commission were as a result of store closures and store size reductions. The Commission were as a result of store closures and store size reductions. The Commission were as a result of store closures and store size reductions. The Commission were as a result of store closures and store size reductions. The Commission further noted that had further noted that had further noted that had further noted that had further noted that had further noted that had identified potential future retrenchments. identified potential future retrenchments. identified potential future retrenchments. identified potential future retrenchments.

[28]In respect of the employees retrenched by the Acquiring Group, the job levels In respect of the employees retrenched by the Acquiring Group, the job levels In respect of the employees retrenched by the Acquiring Group, the job levels In respect of the employees retrenched by the Acquiring Group, the job levels In respect of the employees retrenched by the Acquiring Group, the job levels In respect of the employees retrenched by the Acquiring Group, the job levels of the retrenched employees ranged from sales assistants and customer service of the retrenched employees ranged from sales assistants and customer service of the retrenched employees ranged from sales assistants and customer service of the retrenched employees ranged from sales assistants and customer service of the retrenched employees ranged from sales assistants and customer service of the retrenched employees ranged from sales assistants and customer service agents to store managers with varied skill levels from skilled to unskilled agents to store managers with varied skill levels from skilled to unskilled agents to store managers with varied skill levels from skilled to unskilled agents to store managers with varied skill levels from skilled to unskilled agents to store managers with varied skill levels from skilled to unskilled agents to store managers with varied skill levels from skilled to unskilled out principle (“LIFO”). The retrenchments were as a result of closures of out principle (“LIFO”). The retrenchments were as a result of closures of out principle (“LIFO”). The retrenchments were as a result of closures of out principle (“LIFO”). The retrenchments were as a result of closures of out principle (“LIFO”). The retrenchments were as a result of closures of out principle (“LIFO”). The retrenchments were as a result of closures of out principle (“LIFO”). The retrenchments were as a result of closures of underperforming stores across South Africa. Prior to this, various alternatives underperforming stores across South Africa. Prior to this, various alternatives underperforming stores across South Africa. Prior to this, various alternatives underperforming stores across South Africa. Prior to this, various alternatives underperforming stores across South Africa. Prior to this, various alternatives underperforming stores across South Africa. Prior to this, various alternatives such as cost cutting and cutting back of wages were considered but were such as cost cutting and cutting back of wages were considered but were such as cost cutting and cutting back of wages were considered but were such as cost cutting and cutting back of wages were considered but were such as cost cutting and cutting back of wages were considered but were such as cost cutting and cutting back of wages were considered but were ultimately not viable. ultimately not viable.

[29]In respect of the employees retrenched from the Target Business, the In respect of the employees retrenched from the Target Business, the In respect of the employees retrenched from the Target Business, the In respect of the employees retrenched from the Target Business, the In respect of the employees retrenched from the Target Business, the In respect of the employees retrenched from the Target Business, the Commission found that these were as a result of store closures. The Target Commission found that these were as a result of store closures. The Target Commission found that these were as a result of store closures. The Target Commission found that these were as a result of store closures. The Target Commission found that these were as a result of store closures. The Target Commission found that these were as a result of store closures. The Target Businesses tendered that they would rehire the retrenched employees if similar Businesses tendered that they would rehire the retrenched employees if similar Businesses tendered that they would rehire the retrenched employees if similar Businesses tendered that they would rehire the retrenched employees if similar Businesses tendered that they would rehire the retrenched employees if similar Businesses tendered that they would rehire the retrenched employees if similar Businesses tendered that they would rehire the retrenched employees if similar roles became available over a period of six (6) months. roles became available over a period of six (6) months. roles became available over a period of six (6) months. roles became available over a period of six (6) months. roles became available over a period of six (6) months. 9

[30]Ultimately, the Commission found that the retrenchments were unlikely to be Ultimately, the Commission found that the retrenchments were unlikely to be Ultimately, the Commission found that the retrenchments were unlikely to be Ultimately, the Commission found that the retrenchments were unlikely to be Ultimately, the Commission found that the retrenchments were unlikely to be Ultimately, the Commission found that the retrenchments were unlikely to be related to the proposed merger. The Commission however recommended the related to the proposed merger. The Commission however recommended the related to the proposed merger. The Commission however recommended the related to the proposed merger. The Commission however recommended the related to the proposed merger. The Commission however recommended the related to the proposed merger. The Commission however recommended the imposition of a moratorium on merger-specific retrenchments for a period of two imposition of a moratorium on merger-specific retrenchments for a period of two imposition of a moratorium on merger-specific retrenchments for a period of two imposition of a moratorium on merger-specific retrenchments for a period of two imposition of a moratorium on merger-specific retrenchments for a period of two imposition of a moratorium on merger-specific retrenchments for a period of two (2) years. The merging parties further committed to offering the retrenched (2) years. The merging parties further committed to offering the retrenched (2) years. The merging parties further committed to offering the retrenched (2) years. The merging parties further committed to offering the retrenched (2) years. The merging parties further committed to offering the retrenched (2) years. The merging parties further committed to offering the retrenched employees re-employment opportunities as and when these roles become employees re-employment opportunities as and when these roles become employees re-employment opportunities as and when these roles become employees re-employment opportunities as and when these roles become employees re-employment opportunities as and when these roles become employees re-employment opportunities as and when these roles become available for a period of three (3) years. available for a period of three (3) years. available for a period of three (3) years. Submissions by employee representatives and trade unions Submissions by employee representatives and trade unions Submissions by employee representatives and trade unions Submissions by employee representatives and trade unions Submissions by employee representatives and trade unions

[31]The Commission engaged with the employee representatives of (i) Pep, (ii) The Commission engaged with the employee representatives of (i) Pep, (ii) The Commission engaged with the employee representatives of (i) Pep, (ii) The Commission engaged with the employee representatives of (i) Pep, (ii) The Commission engaged with the employee representatives of (i) Pep, (ii) The Commission engaged with the employee representatives of (i) Pep, (ii) Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any Ackermans, (iii) Pepkor Speciality and (iv) Pepkor Lifestyle, who did not raise any concerns. The Commission also engaged with the following trade unions concerns. The Commission also engaged with the following trade unions concerns. The Commission also engaged with the following trade unions concerns. The Commission also engaged with the following trade unions concerns. The Commission also engaged with the following trade unions concerns. The Commission also engaged with the following trade unions representing the employees of divisions of Pepkor Trading: (i) the South African representing the employees of divisions of Pepkor Trading: (i) the South African representing the employees of divisions of Pepkor Trading: (i) the South African representing the employees of divisions of Pepkor Trading: (i) the South African representing the employees of divisions of Pepkor Trading: (i) the South African representing the employees of divisions of Pepkor Trading: (i) the South African Commercial, Catering and Allied Workers Union (“SACCAWU”), (ii) South Commercial, Catering and Allied Workers Union (“SACCAWU”), (ii) South Commercial, Catering and Allied Workers Union (“SACCAWU”), (ii) South Commercial, Catering and Allied Workers Union (“SACCAWU”), (ii) South Commercial, Catering and Allied Workers Union (“SACCAWU”), (ii) South Commercial, Catering and Allied Workers Union (“SACCAWU”), (ii) South African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal African Clothing and Textile Workers Union (“SACTWU”) and (iii) the Federal Council of Retail and Allied Workers (“FEDCRAW”). SACCAWU did not raise any Council of Retail and Allied Workers (“FEDCRAW”). SACCAWU did not raise any Council of Retail and Allied Workers (“FEDCRAW”). SACCAWU did not raise any Council of Retail and Allied Workers (“FEDCRAW”). SACCAWU did not raise any Council of Retail and Allied Workers (“FEDCRAW”). SACCAWU did not raise any Council of Retail and Allied Workers (“FEDCRAW”). SACCAWU did not raise any concerns and the concerns raised by SACTWU and FEDCRAW are summarised concerns and the concerns raised by SACTWU and FEDCRAW are summarised concerns and the concerns raised by SACTWU and FEDCRAW are summarised concerns and the concerns raised by SACTWU and FEDCRAW are summarised concerns and the concerns raised by SACTWU and FEDCRAW are summarised concerns and the concerns raised by SACTWU and FEDCRAW are summarised concerns and the concerns raised by SACTWU and FEDCRAW are summarised below. 31.1. FEDCRAW requested the merging parties to consider a 5-year moratorium FEDCRAW requested the merging parties to consider a 5-year moratorium FEDCRAW requested the merging parties to consider a 5-year moratorium FEDCRAW requested the merging parties to consider a 5-year moratorium FEDCRAW requested the merging parties to consider a 5-year moratorium FEDCRAW requested the merging parties to consider a 5-year moratorium on retrenchments and further raised concerns that the terms of employment on retrenchments and further raised concerns that the terms of employment on retrenchments and further raised concerns that the terms of employment on retrenchments and further raised concerns that the terms of employment on retrenchments and further raised concerns that the terms of employment on retrenchments and further raised concerns that the terms of employment may be less favourable post-merger. FEDCRAW also requested the may be less favourable post-merger. FEDCRAW also requested the may be less favourable post-merger. FEDCRAW also requested the may be less favourable post-merger. FEDCRAW also requested the may be less favourable post-merger. FEDCRAW also requested the may be less favourable post-merger. FEDCRAW also requested the merging parties to consider a revised employee share ownership merging parties to consider a revised employee share ownership merging parties to consider a revised employee share ownership merging parties to consider a revised employee share ownership merging parties to consider a revised employee share ownership merging parties to consider a revised employee share ownership programme (“ESOP”) for the benefit of historically disadvantaged person programme (“ESOP”) for the benefit of historically disadvantaged person programme (“ESOP”) for the benefit of historically disadvantaged person programme (“ESOP”) for the benefit of historically disadvantaged person programme (“ESOP”) for the benefit of historically disadvantaged person programme (“ESOP”) for the benefit of historically disadvantaged person (“HDP”) workers. (“HDP”) workers. 31.2. SACTWU raised concerns related to the merging parties’ intention to SACTWU raised concerns related to the merging parties’ intention to SACTWU raised concerns related to the merging parties’ intention to SACTWU raised concerns related to the merging parties’ intention to SACTWU raised concerns related to the merging parties’ intention to SACTWU raised concerns related to the merging parties’ intention to restructure which would result in job losses over time. SACTWU further restructure which would result in job losses over time. SACTWU further restructure which would result in job losses over time. SACTWU further restructure which would result in job losses over time. SACTWU further restructure which would result in job losses over time. SACTWU further restructure which would result in job losses over time. SACTWU further sought a commitment from the merging parties in respect of the operations sought a commitment from the merging parties in respect of the operations sought a commitment from the merging parties in respect of the operations sought a commitment from the merging parties in respect of the operations sought a commitment from the merging parties in respect of the operations sought a commitment from the merging parties in respect of the operations of – that the jobs listed as possible retrenchments in the that the jobs listed as possible retrenchments in the that the jobs listed as possible retrenchments in the that the jobs listed as possible retrenchments in the that the jobs listed as possible retrenchments in the merger filing be saved. SACTWU also requested the merging parties to merger filing be saved. SACTWU also requested the merging parties to merger filing be saved. SACTWU also requested the merging parties to merger filing be saved. SACTWU also requested the merging parties to merger filing be saved. SACTWU also requested the merging parties to merger filing be saved. SACTWU also requested the merging parties to outline the impact of the proposed merger on sourcing practices of Pepkor outline the impact of the proposed merger on sourcing practices of Pepkor outline the impact of the proposed merger on sourcing practices of Pepkor outline the impact of the proposed merger on sourcing practices of Pepkor outline the impact of the proposed merger on sourcing practices of Pepkor outline the impact of the proposed merger on sourcing practices of Pepkor and the Target Businesses post-merger. and the Target Businesses post-merger. and the Target Businesses post-merger. and the Target Businesses post-merger.

[32]In response to FEDCRAW’s concerns, the Commission noted that the merging In response to FEDCRAW’s concerns, the Commission noted that the merging In response to FEDCRAW’s concerns, the Commission noted that the merging In response to FEDCRAW’s concerns, the Commission noted that the merging In response to FEDCRAW’s concerns, the Commission noted that the merging In response to FEDCRAW’s concerns, the Commission noted that the merging parties were amendable to the implementation of a 2-year moratorium on parties were amendable to the implementation of a 2-year moratorium on parties were amendable to the implementation of a 2-year moratorium on parties were amendable to the implementation of a 2-year moratorium on parties were amendable to the implementation of a 2-year moratorium on parties were amendable to the implementation of a 2-year moratorium on 1010 retrenchments and a further commitment to transfer the relevant employees of retrenchments and a further commitment to transfer the relevant employees of retrenchments and a further commitment to transfer the relevant employees of retrenchments and a further commitment to transfer the relevant employees of retrenchments and a further commitment to transfer the relevant employees of retrenchments and a further commitment to transfer the relevant employees of retrenchments and a further commitment to transfer the relevant employees of the Target Business on terms and conditions which are not less favourable than the Target Business on terms and conditions which are not less favourable than the Target Business on terms and conditions which are not less favourable than the Target Business on terms and conditions which are not less favourable than the Target Business on terms and conditions which are not less favourable than the Target Business on terms and conditions which are not less favourable than the Target Business on terms and conditions which are not less favourable than their current employment terms and conditions. In respect of FEDCRAW’s their current employment terms and conditions. In respect of FEDCRAW’s their current employment terms and conditions. In respect of FEDCRAW’s their current employment terms and conditions. In respect of FEDCRAW’s their current employment terms and conditions. In respect of FEDCRAW’s their current employment terms and conditions. In respect of FEDCRAW’s request for an ESOP, the Commission was of the view that the proposed merger request for an ESOP, the Commission was of the view that the proposed merger request for an ESOP, the Commission was of the view that the proposed merger request for an ESOP, the Commission was of the view that the proposed merger request for an ESOP, the Commission was of the view that the proposed merger request for an ESOP, the Commission was of the view that the proposed merger promotes a greater spread of ownership by HDPs further discussed below. promotes a greater spread of ownership by HDPs further discussed below. promotes a greater spread of ownership by HDPs further discussed below. promotes a greater spread of ownership by HDPs further discussed below. promotes a greater spread of ownership by HDPs further discussed below. promotes a greater spread of ownership by HDPs further discussed below.

[33]In relation to SACTWU’s concerns, the Commission found that the Acquiring In relation to SACTWU’s concerns, the Commission found that the Acquiring In relation to SACTWU’s concerns, the Commission found that the Acquiring In relation to SACTWU’s concerns, the Commission found that the Acquiring In relation to SACTWU’s concerns, the Commission found that the Acquiring In relation to SACTWU’s concerns, the Commission found that the Acquiring Group’s supplier code of conduct is in line with South African labour standards Group’s supplier code of conduct is in line with South African labour standards Group’s supplier code of conduct is in line with South African labour standards Group’s supplier code of conduct is in line with South African labour standards Group’s supplier code of conduct is in line with South African labour standards Group’s supplier code of conduct is in line with South African labour standards Group’s supplier code of conduct is in line with South African labour standards and laws. The Commission further noted that Retailability has a code of conduct and laws. The Commission further noted that Retailability has a code of conduct and laws. The Commission further noted that Retailability has a code of conduct and laws. The Commission further noted that Retailability has a code of conduct and laws. The Commission further noted that Retailability has a code of conduct and laws. The Commission further noted that Retailability has a code of conduct and laws. The Commission further noted that Retailability has a code of conduct which it requires every supplier to sign before an account is opened. Failure to which it requires every supplier to sign before an account is opened. Failure to which it requires every supplier to sign before an account is opened. Failure to which it requires every supplier to sign before an account is opened. Failure to which it requires every supplier to sign before an account is opened. Failure to which it requires every supplier to sign before an account is opened. Failure to adhere to this code will result in the cancellation of the contractual relationship. adhere to this code will result in the cancellation of the contractual relationship. adhere to this code will result in the cancellation of the contractual relationship. adhere to this code will result in the cancellation of the contractual relationship. adhere to this code will result in the cancellation of the contractual relationship. adhere to this code will result in the cancellation of the contractual relationship. adhere to this code will result in the cancellation of the contractual relationship.

[34]Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely Considering the above, we are of the view that the proposed merger is unlikely to have a negative impact on employment. to have a negative impact on employment. to have a negative impact on employment. to have a negative impact on employment. Effect on a particular industrial sector or region Effect on a particular industrial sector or region Effect on a particular industrial sector or region Effect on a particular industrial sector or region

[35]The Department of Trade Industry and Competition (“DTIC”) made submissions The Department of Trade Industry and Competition (“DTIC”) made submissions The Department of Trade Industry and Competition (“DTIC”) made submissions The Department of Trade Industry and Competition (“DTIC”) made submissions The Department of Trade Industry and Competition (“DTIC”) made submissions The Department of Trade Industry and Competition (“DTIC”) made submissions during the Commission’s investigation related to local procurement and local during the Commission’s investigation related to local procurement and local during the Commission’s investigation related to local procurement and local during the Commission’s investigation related to local procurement and local during the Commission’s investigation related to local procurement and local during the Commission’s investigation related to local procurement and local content perspective as it appeared that imports would continue to be a prominent content perspective as it appeared that imports would continue to be a prominent content perspective as it appeared that imports would continue to be a prominent content perspective as it appeared that imports would continue to be a prominent content perspective as it appeared that imports would continue to be a prominent content perspective as it appeared that imports would continue to be a prominent feature in the merged entity’s supply chain. In light of this, the DTIC requested feature in the merged entity’s supply chain. In light of this, the DTIC requested feature in the merged entity’s supply chain. In light of this, the DTIC requested feature in the merged entity’s supply chain. In light of this, the DTIC requested feature in the merged entity’s supply chain. In light of this, the DTIC requested feature in the merged entity’s supply chain. In light of this, the DTIC requested the merging parties to clarify the prospects for local procurement from HDP the merging parties to clarify the prospects for local procurement from HDP the merging parties to clarify the prospects for local procurement from HDP the merging parties to clarify the prospects for local procurement from HDP the merging parties to clarify the prospects for local procurement from HDP the merging parties to clarify the prospects for local procurement from HDP suppliers following the implementation of the proposed merger. suppliers following the implementation of the proposed merger. suppliers following the implementation of the proposed merger. suppliers following the implementation of the proposed merger. suppliers following the implementation of the proposed merger.

[36]SACTWU similarly raised concerns related to the sourcing practices of the SACTWU similarly raised concerns related to the sourcing practices of the SACTWU similarly raised concerns related to the sourcing practices of the SACTWU similarly raised concerns related to the sourcing practices of the SACTWU similarly raised concerns related to the sourcing practices of the SACTWU similarly raised concerns related to the sourcing practices of the merging parties and requested clarification on whether the proposed merger merging parties and requested clarification on whether the proposed merger merging parties and requested clarification on whether the proposed merger merging parties and requested clarification on whether the proposed merger merging parties and requested clarification on whether the proposed merger merging parties and requested clarification on whether the proposed merger merging parties and requested clarification on whether the proposed merger would lead to an increase or decrease in local sourcing by the Acquiring Gorup would lead to an increase or decrease in local sourcing by the Acquiring Gorup would lead to an increase or decrease in local sourcing by the Acquiring Gorup would lead to an increase or decrease in local sourcing by the Acquiring Gorup would lead to an increase or decrease in local sourcing by the Acquiring Gorup would lead to an increase or decrease in local sourcing by the Acquiring Gorup post-merger. SACTWU further submitted that it is alleged that post-merger. SACTWU further submitted that it is alleged that post-merger. SACTWU further submitted that it is alleged that post-merger. SACTWU further submitted that it is alleged that post-merger. SACTWU further submitted that it is alleged that post-merger. SACTWU further submitted that it is alleged that labour rights are violated. labour rights are violated.

[37]In respect of procurement, the Commission recommended a condition that the In respect of procurement, the Commission recommended a condition that the In respect of procurement, the Commission recommended a condition that the In respect of procurement, the Commission recommended a condition that the In respect of procurement, the Commission recommended a condition that the In respect of procurement, the Commission recommended a condition that the In respect of procurement, the Commission recommended a condition that the merged entity shall ensure that the value of locally manufactured merchandise merged entity shall ensure that the value of locally manufactured merchandise merged entity shall ensure that the value of locally manufactured merchandise merged entity shall ensure that the value of locally manufactured merchandise merged entity shall ensure that the value of locally manufactured merchandise merged entity shall ensure that the value of locally manufactured merchandise merged entity shall ensure that the value of locally manufactured merchandise from South African SMEs and substantially empowered manufacturers shall be from South African SMEs and substantially empowered manufacturers shall be from South African SMEs and substantially empowered manufacturers shall be from South African SMEs and substantially empowered manufacturers shall be from South African SMEs and substantially empowered manufacturers shall be from South African SMEs and substantially empowered manufacturers shall be equal to or exceed the value of the current procurement spend for a period of equal to or exceed the value of the current procurement spend for a period of equal to or exceed the value of the current procurement spend for a period of equal to or exceed the value of the current procurement spend for a period of equal to or exceed the value of the current procurement spend for a period of equal to or exceed the value of the current procurement spend for a period of equal to or exceed the value of the current procurement spend for a period of three (3) years. three (3) years. 1111

[38]In relation to the concerns regarding human and labour rights violations, a In relation to the concerns regarding human and labour rights violations, a In relation to the concerns regarding human and labour rights violations, a In relation to the concerns regarding human and labour rights violations, a In relation to the concerns regarding human and labour rights violations, a In relation to the concerns regarding human and labour rights violations, a condition was tendered which required the merging parties to work with suppliers condition was tendered which required the merging parties to work with suppliers condition was tendered which required the merging parties to work with suppliers condition was tendered which required the merging parties to work with suppliers condition was tendered which required the merging parties to work with suppliers condition was tendered which required the merging parties to work with suppliers of the to understand, avoid and address risks associated with of the to understand, avoid and address risks associated with of the to understand, avoid and address risks associated with of the to understand, avoid and address risks associated with of the to understand, avoid and address risks associated with of the to understand, avoid and address risks associated with of the to understand, avoid and address risks associated with human rights abuses, and to further update all sourcing agreements to reflect a human rights abuses, and to further update all sourcing agreements to reflect a human rights abuses, and to further update all sourcing agreements to reflect a human rights abuses, and to further update all sourcing agreements to reflect a human rights abuses, and to further update all sourcing agreements to reflect a human rights abuses, and to further update all sourcing agreements to reflect a commitment to human rights standards (“Supplier Condition”). This commitment commitment to human rights standards (“Supplier Condition”). This commitment commitment to human rights standards (“Supplier Condition”). This commitment commitment to human rights standards (“Supplier Condition”). This commitment commitment to human rights standards (“Supplier Condition”). This commitment commitment to human rights standards (“Supplier Condition”). This commitment further requires the merging parties to conduct inspections of facilities of new further requires the merging parties to conduct inspections of facilities of new further requires the merging parties to conduct inspections of facilities of new further requires the merging parties to conduct inspections of facilities of new further requires the merging parties to conduct inspections of facilities of new further requires the merging parties to conduct inspections of facilities of new suppliers prior to placing an order as well as inspections of the facilities of current suppliers prior to placing an order as well as inspections of the facilities of current suppliers prior to placing an order as well as inspections of the facilities of current suppliers prior to placing an order as well as inspections of the facilities of current suppliers prior to placing an order as well as inspections of the facilities of current suppliers prior to placing an order as well as inspections of the facilities of current suppliers prior to placing an order as well as inspections of the facilities of current suppliers.

[39]The proposed conditions as initially formulated, particularly the Supplier The proposed conditions as initially formulated, particularly the Supplier The proposed conditions as initially formulated, particularly the Supplier The proposed conditions as initially formulated, particularly the Supplier The proposed conditions as initially formulated, particularly the Supplier The proposed conditions as initially formulated, particularly the Supplier Condition made reference to standards of Condition made reference to standards of Condition made reference to standards of Condition made reference to standards of “ the International Labour the International Labour the International Labour Organization” Organization” and “the United Nations Guiding Principles on Business and “the United Nations Guiding Principles on Business and “the United Nations Guiding Principles on Business and “the United Nations Guiding Principles on Business and “the United Nations Guiding Principles on Business and Human Rights” Human Rights” as the benchmark for the protection of employee labour rights. as the benchmark for the protection of employee labour rights. as the benchmark for the protection of employee labour rights. as the benchmark for the protection of employee labour rights. as the benchmark for the protection of employee labour rights. We queried the enforceability and certainty of this inclusion given the prevalent We queried the enforceability and certainty of this inclusion given the prevalent We queried the enforceability and certainty of this inclusion given the prevalent We queried the enforceability and certainty of this inclusion given the prevalent We queried the enforceability and certainty of this inclusion given the prevalent We queried the enforceability and certainty of this inclusion given the prevalent We queried the enforceability and certainty of this inclusion given the prevalent South African labour law legislation. The Commission, in conjunction with South African labour law legislation. The Commission, in conjunction with South African labour law legislation. The Commission, in conjunction with South African labour law legislation. The Commission, in conjunction with South African labour law legislation. The Commission, in conjunction with South African labour law legislation. The Commission, in conjunction with SACTWU, proposed alternative wording with which we were satisfied SACTWU, proposed alternative wording with which we were satisfied SACTWU, proposed alternative wording with which we were satisfied SACTWU, proposed alternative wording with which we were satisfied SACTWU, proposed alternative wording with which we were satisfied SACTWU, proposed alternative wording with which we were satisfied . 8 Promotion of a greater spread of ownership Promotion of a greater spread of ownership Promotion of a greater spread of ownership Promotion of a greater spread of ownership

[40]The Commission found that Pepkor Holdings has a shareholding by HDPs of The Commission found that Pepkor Holdings has a shareholding by HDPs of The Commission found that Pepkor Holdings has a shareholding by HDPs of The Commission found that Pepkor Holdings has a shareholding by HDPs of The Commission found that Pepkor Holdings has a shareholding by HDPs of The Commission found that Pepkor Holdings has a shareholding by HDPs of 25.84%, whereas Retailability . 25.84%, whereas Retailability . 25.84%, whereas Retailability . 25.84%, whereas Retailability . 25.84%, whereas Retailability . 25.84%, whereas Retailability .

[41]We are of the view that the proposed merger raises no substantial issues We are of the view that the proposed merger raises no substantial issues We are of the view that the proposed merger raises no substantial issues We are of the view that the proposed merger raises no substantial issues We are of the view that the proposed merger raises no substantial issues We are of the view that the proposed merger raises no substantial issues We are of the view that the proposed merger raises no substantial issues regarding the promotion of a greater spread of ownership, or any other public regarding the promotion of a greater spread of ownership, or any other public regarding the promotion of a greater spread of ownership, or any other public regarding the promotion of a greater spread of ownership, or any other public regarding the promotion of a greater spread of ownership, or any other public regarding the promotion of a greater spread of ownership, or any other public interest issue. interest issue. Conclusion

[42]For the reasons set out above, we are satisfied that the proposed merger is For the reasons set out above, we are satisfied that the proposed merger is For the reasons set out above, we are satisfied that the proposed merger is For the reasons set out above, we are satisfied that the proposed merger is For the reasons set out above, we are satisfied that the proposed merger is For the reasons set out above, we are satisfied that the proposed merger is unlikely to lead to a substantially prevention or lessening competition in any unlikely to lead to a substantially prevention or lessening competition in any unlikely to lead to a substantially prevention or lessening competition in any unlikely to lead to a substantially prevention or lessening competition in any unlikely to lead to a substantially prevention or lessening competition in any unlikely to lead to a substantially prevention or lessening competition in any relevant market. relevant market. Furthermore, the proposed merger does not raise further public Furthermore, the proposed merger does not raise further public Furthermore, the proposed merger does not raise further public Furthermore, the proposed merger does not raise further public Furthermore, the proposed merger does not raise further public interest concerns. interest concerns. 8 Email correspondence from the Commission dated 25 August 2025. Email correspondence from the Commission dated 25 August 2025. Email correspondence from the Commission dated 25 August 2025. Email correspondence from the Commission dated 25 August 2025. Email correspondence from the Commission dated 25 August 2025. 1212 [43]We accordingly approved the proposed transaction subject to the conditions set We accordingly approved the proposed transaction subject to the conditions set We accordingly approved the proposed transaction subject to the conditions set We accordingly approved the proposed transaction subject to the conditions set We accordingly approved the proposed transaction subject to the conditions set We accordingly approved the proposed transaction subject to the conditions set out in Annexure A of our Order dated 27 August 2025. of our Order dated 27 August 2025. of our Order dated 27 August 2025. 25 September 202525 September 2025 Prof. Thando VilakaziProf. Thando Vilakazi Date Ms Andiswa Ndoni and Prof. Imraan Valodia Ms Andiswa Ndoni and Prof. Imraan Valodia Ms Andiswa Ndoni and Prof. Imraan Valodia Ms Andiswa Ndoni and Prof. Imraan Valodia Tribunal Case Manager:Tribunal Case Manager: Tarryn SampsonTarryn Sampson For the Merging Parties:For the Merging Parties: Derushka Chetty and Wade Graff of ENS Africa for Derushka Chetty and Wade Graff of ENS Africa for Derushka Chetty and Wade Graff of ENS Africa for Derushka Chetty and Wade Graff of ENS Africa for Pepkor Trading (Pty) Ltd and Albert Aukema and Pepkor Trading (Pty) Ltd and Albert Aukema and Pepkor Trading (Pty) Ltd and Albert Aukema and Pepkor Trading (Pty) Ltd and Albert Aukema and Reece May of Cliffe Dekker Hofmeyr Inc for the Reece May of Cliffe Dekker Hofmeyr Inc for the Reece May of Cliffe Dekker Hofmeyr Inc for the Reece May of Cliffe Dekker Hofmeyr Inc for the Target Businesses.Target Businesses. For the Commission: For the Commission: Tshehla Mathe and Grashum MutizwaTshehla Mathe and Grashum MutizwaTshehla Mathe and Grashum Mutizwa Signed by:Thando Vilakazi Signed at:2025-09-25 13:38:49 +02:00Signed at:2025-09-25 13:38:49 +02:00 Reason:Witnessing Thando VilakaziReason:Witnessing Thando Vilakazi

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Pepkor Trading And Retail Brands and Businesses

The judgment