Shoprite Checkers Pty Ltd and The Liquor Store business trading as PicardiRebel

The judgment

The court's own file

COMPETITION TRIBUNAL OF SOUTH AFRICA Case No.: LM046Jun26 In the matter between: Shoprite Checkers Proprietary Limited Primary Acquiring Firm and The liquor store businesses trading as PicardiRebel Primary Target Firm I Valodia (Presiding Member) A Ndoni (Tribunal Member) Panel: T Vilakazi (Tribunal Member) Heard on: 02 October 2026 Date of last submission:0606October 2026 Decided on: 0707October 2026 ORDER Further to the recommendation of the Competition Commission in terms of section 14A(1)(b)(ii) of the Competition Act, 1998 (“the Act”) the Competition Tribunal orders that– 1.1.the merger between the abovementioned parties be approved subject to the conditions set out in “Annexure A” in terms of section 16(2)(b) of the Act; and 2.2.a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule 35(5)(a). 07 October 2026 Presiding Member Prof. Imraan Valodia Date Concurring: Ms Andiswa Ndoni and Prof. Thando Vilakazi S   S     R   Date: 07 October 2026 ToTo :Werksmans Attorneys Case Number: LM046Jun26 Shoprite Checkers Proprietary Limited And The liquor store businesses trading as PicardiRebel You applied to the Competition Commission on 02 June 2026 for merger approval in accordance with Chapter 3 of the Competition Act. Your merger was referred to the Competition Tribunal in terms of section 14A of the Act or was the subject of a Request for consideration by the Tribunal in terms of section 16(1) of the Act. After reviewing all relevant information, and the recommendation or decision of the Competition Commission, the Competition Tribunal approves the merger in terms of section 16(2) of the Act, for the reasons set out in the Reasons for Decision. This approval is subject to: no conditions xthe conditions listed on the attached sheet. The Competition Tribunal has the authority in terms of section 16(3) of the Competition Act to revoke this approval if a)a)it was granted on the basis of incorrect information for which a party to the merger was responsible. b)b)the approval was obtained by deceit. c)c)a firm concerned has breached an obligation attached to this approval. The Registrar, Competition Tribunal Notice CT 10 About this Notice This form is prescribed by the Minister of Trade and Industry in terms of section 27 (2) of the Competition Act 1998 (Act No. 89 of 1998). Contacting the Tribunal The Competition Tribunal Private Bag X24 Sunnyside Pretoria 0132 Republic of South Africa tel: 27 12 394 3300 fax: 27 12 394 0169 e-mail: ctsa@comptrib.co.za Merger Clearance Certificate This notice is issued in terms of section 16 of the Competition Act. You may appeal against this decision to the Competition Appeal Court within 20 business days. ANNEXURE A SHOPRITE CHECKERS (PTY) LTD AND THE LIQUOR STORE BUSINESSES TRADING AS PICARDIREBEL CASE NUMBER: LM046Jun26 CONDITIONS 1. DEFINITIONS In these Conditions, the expressions used below will have the meanings assigned to them, and the following and cognate expressions will bear corresponding meanings: 1.1 “Acquiring Firm” means Shoprite Checkers (Pty) Ltd; 1.2 “Act” means the Competition Act No. 89 of 1998, as amended; 1.3 “Approval Date” means the date on which the Tribunal issues a clearance certificate (Notice CT10) in terms of the Act; 1.4 “Commission” means the Competition Commission of South Africa, a statutory body established in terms of section 19 of the Act; 1.5 “Commission Rules” means the Rules for the Conduct of Proceedings in the Commission; 1.6 “Conditions” means the Merger conditions included in this Annexure A; 1.7 “Days” means any day which is not a Saturday, Sunday, or official public holiday in South Africa; 1.8 “HDPs” means historically disadvantaged persons as contemplated in section 3(2) of the Act; 1.9 “Implementation Date” means the date, occurring after the Approval Date, when the Merger is implemented by the Merger Parties; 1.10 “Merger” means the acquisition by the Acquiring Firm of the Target Business as notified to the Commission under Case No. 2026JUN0002; 1.11 “Merger Parties” means the Acquiring Firm and the Target Business; 1.12 “Merged Entity” means the Target Business subject to the control of the Acquiring Firm after the Implementation Date; 1.13 “South Africa” means the Republic of South Africa; 1.14 “Target Business” means the thirty-four liquor store businesses trading as PicardiRebel; 1.15 “Tribunal” means the Competition Tribunal of South Africa, a statutory body established in terms of section 26 of the Act; and 1.16 “Tribunal Rules” means the Rules for the Conduct of Proceedings in the Tribunal. 2. Capital Expenditure condition 2.1 The Merged Entity shall commit to investing an aggregate capital expenditure of at least in South African to refurbish all 34 (thirty-four) liquor stores of the Target Business within a period of 18 months from the Implementation Date. 2.2 For avoidance of doubt, the Merged Entity shall commit to spend no less than within a period of 18 months from the Implementation Date. 3. Employment 3.1 The Acquiring Firm shall not retrench any employees of the Target Business as a result of the Merger for a period of 2 (two) years from the Approval Date and Implementation Date. 3.2 )9; =30 <,50 91 .6,;4=A$ 70;20;%<:0.414. ;0=;08.3708=< /9 89= 48.6>/0 "4#B?96>8=,;A ;0=;08.3708= ,8/&9; ?96>8=,;A <0:,;,=498 ,;;,820708=<' "44#B?96>8=,;A 0,;6A retirement packages; (iii) unreasonable refusals to be redeployed in accordance with =30 :;9?4<498< 91 =30 *,-9>; +06,=498< (.=' "4?#B;0<428,=498< 9; ;0=4;0708=< 48 =30 9;/48,;A .9>;<0 91 -><480<<' "?#B;0=;08.3708=< 6,@1>66A 0110.=0/ 19; 9:0;,=498,6 requirements (for the purposes of the Labour Relations Act) unrelated to the Merger (vi) terminations in the ordinary course of business, including, but not limited to, dismissals as a result of misconduct or poor performance; and (vii) any decision not to renew or extend a contract of a fixed-term third party contract employee or contract with a third party. 4. MONITORING 4.1 The Merger Parties shall inform the Commission in writing of the Implementation Date within 5 (five) Days of its occurrence. 4.2 Within 30 (thirty) Days of each anniversary of the Implementation Date, and for a period of 2 (two) years, the Merger Parties shall provide the Commission with a report detailing their compliance with clause 2 of the Conditions. This report shall be accompanied by an affidavit attested to by a director or senior official of the Merged Entity confirming the accuracy of the information contained in the report. 4.3 The report referred to in clause 3.2 shall include but not be limited to, details and supporting documents regarding the name and HDP credentials of the firms that the Merged Entity procured products and/or services from, the list of services procured, and proof of the procurement spend in terms of clause 2 above. 4.4 The Commission may request additional information from the Merger Parties, which the Commission may reasonably deem necessary for the purposes of monitoring the extent of compliance with these Conditions. 5. VARIATION OF THE CONDITIONS 5.1 The Merger Parties and/or the Commission may at any time, on good cause shown and on notice to the other, apply to the Tribunal for any of the Conditions to be waived, relaxed, modified or substituted. 6. APPARENT BREACH 6.1 Should the Commission receive any complaint in relation to non-compliance with the above Conditions, or otherwise determines that there has been an apparent breach by the Merger Parties of these Conditions, the breach shall be dealt with in terms of Rule 39 of the Commission Rules read together with Rule 37 of the Tribunal Rules. 7. GENERAL 7.1 All correspondence in relation to the Conditions must be submitted to the following e- mail addresses: mergerconditions@compcom.co.za and ministry@thedtic.gov.za.