Pepkor Holdings Limited (JSE:PPH)
South Africa flag South Africa · Delayed Price · Currency is ZAR · Price in ZAc
1,919.00
-6.00 (-0.31%)
Sep 11, 2026, 5:00 PM SAST
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M&A announcement

Jul 22, 2026

Summary

Flash and Shop2Shop will merge to form a leading fintech platform focused on South Africa's informal market, with Pepkor holding a 57.1% stake after a ZAR 1.57 billion cash investment. The deal targets significant synergies, a future listing in about three years, and positions the group for long-term growth and value creation.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Good morning and thank you for joining us. I welcome you today as acting chair and lead independent director of Pepkor to present as we announce a transformative transaction for the group, Pepkor combining its Flash fintech business with Shop2Shop. As a board, we are entrusted with safeguarding the long-term strategy and performance of the company and ensuring that value is both created and ultimately realized for shareholders. That mandate extends to capital allocation decisions and corporate actions of this nature, where scale and capability and strategic positioning can materially accelerate the trajectory of value creation for shareholders. Today, we are presenting such a transaction that aligns with that responsibility. Let me go through the agenda. I am making a few introductory remarks. Garth Napier will talk us through the transaction rationale, then we will hand over to Peter Berry.

Peter is the founder of Shop2Shop, Peter will provide an overview of the journey and the success he has built in the informal market, including the Shop2Shop business, and what the formation of FintechCo will bring. Riaan Hanekom will then share more detail on the structure of the transaction, the financial metrics, and I will conclude on a few closing comments before we deal with questions. In terms of this transaction, Pepkor will be combining its Flash fintech business with Shop2Shop. This is a transformative transaction for the group and has taken substantial effort to negotiate and construct. We are moving from a commercial relationship with Shop2Shop to a combination of the two businesses with Pepkor in control. As a board, we conducted a rigorous process to evaluate the transaction, which I will cover in more detail later in the presentation.

Ultimately concluding that the combination of Flash and Shop2Shop is a logical next step for Pepkor. It firstly strengthens our position in one of South Africa's fastest-growing markets, and secondly, it allows us to integrate the group's capability across retail and financial services in the informal market. Lastly, it creates a clear pathway to unlocking shareholder value in the medium term through the planned listing of the combined business. We also anticipate that FintechCo will play a significant role in the group's banking strategy. I will now hand you over to Garth to unpack this further.

Garth Napier
Chief Commercial Officer, Pepkor

Thank you, Ian. As we have mentioned previously, we see Pepkor as a retail-powered consumer platform. Our primary focus is on meeting customer needs, and we believe that we can serve customers throughout their lifetime with offering them everything from baby wear to banking. We already have significant scale with over 6,600 stores across the country. We process in excess of two billion transactions. We have 32 million known customers, and more importantly, in the informal market, we serve over 170,000 traders and have throughputs of in excess of ZAR 66 billion. We have been operating in the informal market for over 20 years. We continue to believe that this market offers significant growth potential for us. The market size has been estimated at between ZAR 900 billion- ZAR 1.5 trillion, and we continue to believe there is an opportunity for us to expand in this market.

Through this transaction, by combining Flash and Shop2Shop, we believe we can expand our offering across the full value chain. We think there are four reasons to drive this transaction. Firstly, it allows us to build on longstanding relationships between Flash and Shop2Shop. Secondly, it expands our reach across the informal market value chain. Thirdly, we believe it can unlock meaningful synergies and operational benefits for both businesses. Lastly, we believe it can allow us to unlock value for our shareholders through a future listing. If we look at the Flash business very quickly, as highlighted, we've been in the informal market for over 20 years. We have over 170,000 traders. We conclude 5.5 million transactions daily, and we have over 80,000 acquiring devices. We have operations in Southern Africa as well as in Europe. Through this transaction, we think we can continue to expand our business.

The Flash business model is focused on serving customers across a couple of key focus areas. Firstly, we want to provide customers with access to digital products. Secondly, we want to enable payments in the informal market. Thirdly, we want to link the informal markets with the formal economy. Lastly, we want to provide a tailored digital platform that allows for an integrated FinTech ecosystem across both the informal and the formal market. The Flash business has three segments to it. The trader or the business segment. Secondly, the aggregation or the platforms business. Thirdly, the consumer business, which serves consumers directly. Our product sets is wide-ranging with everything from VAS, vouchering, cellular, and SIMs, including merchants acquiring, Flash Finance, as well as our platform from the aggregation business.

The Flash ecosystem has already delivered strong financial performance. As you can see, we've grown our revenue at a 9% CAGR over the last three years, with revenue at the end of September at ZAR 11.2 billion. From an EBITDA point of view, as at September last year, we've managed to grow our EBITDA 28% over the last three years and delivered in excess of ZAR 900 million in EBITDA. We've got a strong trader business with over 170,000 traders in excess of ZAR 24 billion in TPV. The cellular business distributes 30 million SIMs a year and has 3.1 million customers on its SIM base, and our aggregation business has over ZAR 28 billion in throughputs and has over 85 partners. Our voucher business processes over ZAR 420 million voucher a year and in excess of ZAR 31 billion in throughput.

We believe with our significant scale, combining that with Shop2Shop provides a unique opportunity for both our customers and our shareholders. I'll hand over to Peter Berry to take you through the presentation.

Peter Berry
Founder and CEO, Shop2Shop

Thank you, Garth. Over the next few minutes, I'll introduce Shop2Shop, how we've built the business, what sets us apart, why combining with Flash creates a unique FintechCo platform for both formal and informal businesses. Our focus has always been to solve problems for small business owners. In so doing, we have built a platform that enables small businesses to grow, and we are not just another payment company. This strategy has driven consistent growth, and combining with Flash is a strong strategic fit. We didn't start with a grand ambition to become a FintechCo platform. We needed to make cash handling safer for township traders. Our first safe was installed in Khayelitsha, and our first payment was made to Coke. Once cash was secured, merchants needed an efficient way to move money, pay suppliers, and grow their business.

Every capability added has been a logical extension to that of the customer journey. Supplier payments, digital vouchers, card acquiring, retail management tools, SME funding, international remittance, rewards, and money transfer. We have secured the necessary regulatory licenses along the way to help us expand. Acquiring license directly from the SARB, an ADLA license, Category 1 FSB license. All our growth has been organic, responding directly to what our customers' needs have been. Combining with Flash accelerates us to the next chapter. This slide summarizes the ecosystem we've built. Think of it as a cash management system for small businesses, replacing the need for payment administrators, debtors' clerks, and creditors' clerks. A simple app the owner can run, giving him security, one place to manage his working capital, and the ability to move faster. On the left side, the business sales activities.

Digitalizing and securing cash sales via the Smart Safe and card sales via the card machines. Other payment methods, bank vouchers, and SASSA payments. Stock advances and working capital for small businesses. Once sales are secured, funds can go straight to work. Order stock and paying suppliers is by far the greatest activity. Loading a VAS wallet to sell digital products is next. Currently, a small share is used for international remittance with significant room for growth. Suppliers settle to their bank accounts, and the cycle starts again. The majority of brands are on board: Coca-Cola, PepsiCo, SAB, Unilever, Tiger Brands, and the major distributors. Revenue is earned through fees on acquiring transactions, stock advance, supplier payment, and cash processing. Most activities stay within the ecosystem, resulting in a faster settlement, lower friction, and better customer experience. The ecosystem's strength is shown clearly in the growth of the digitalized transactions.

Throughput over the last three years has grown from ZAR 58 billion- ZAR 172 billion, a 44% compounded annual growth. Cash safes remain an important foundation. A growing share of inflows is now via tap-to-pay and card acquiring. As you can see, the mix has grown from 30% in 2023 to over 40% in 2026. Every digital payment captured is an opportunity for future growth. Operational performance has translated directly into strong financial outcomes. Today, we service 177,000 traders through 114,000 acquiring devices and 2,900 cash counting safes. Those businesses process ZAR 131 billion in supplier payments, ZAR 770 million in international remittances, and the balance into VAS. Of the ZAR 172 billion throughput, ZAR 131 billion, roughly ZAR 3 in every ZAR 4, flowed straight back to supplier payments. Not cash sitting still.

The informal economy money is moving fast, creating better access to working capital, which in turn has created more jobs and more opportunities in communities. Over the past few years, our financials have shown revenue growth of 28% annually and EBITDA growth of 85% compounded. The more services and products our existing clients adopt, the more earnings we generate without a proportionate rise in costs. This business has both the scale and profitability to be a key component of the combined FintechCo. The two businesses together create one integrated solution rather than isolated products with complicated onboarding processes. A merchant can order stock, make supplier payments, accept card payments, digitalize his cash, access working capital, and transfer money, and sell an even larger growing range of digital products. An owner can scale his business, open more stores, and grow on one single platform. The advantage is simplicity.

Shop2Shop brings business management and payments. Flash brings a strong digital product and a vending switch, able to add hundreds more products as customers' digital demands grow. Together, a complete platform neither of us could build alone. Okay. This slide captures why we're excited about the transaction. Flash has built exceptional scale in Value-Added Services, digital vouchers, consumer reach, supplier aggregation, and deep relationships across hundreds of thousands of traders, and an extensive distribution footprint. Shop2Shop has built complementary strengths in digital cash, card acquiring, supplier payments, lending, and cash management infrastructure. Individually, both businesses are highly successful, and together, significantly more valuable. Every trader gains access to a broader suite of services through one integrated platform. Together, we'll move more than ZAR 200 billion a year of working capital to help small businesses thrive and prosper.

We believe we could become South Africa's leading merchant commerce platform, uniquely positioned to serve the ever-growing informal market. Riaan, I'll hand it over to you to show the transaction structure.

Riaan Hanekom
CFO, Pepkor

Thanks, Pete. As he said, I'll take you through the high-level transaction structure and some other detail to follow after that. Just to start off with high level, these are the numbers that most of you are already aware of and you know from a Flash perspective. Obviously, the Shop2Shop numbers are all new to you. To confirm the numbers that you see on the screen from a Flash perspective as at the end of September, so our financial year, exactly as we reported to the market. The Shop2Shop numbers are as at the end of June, because that's their current financial year-end. When we did the valuation on both entities, we did use September numbers for both entities to obviously compare apples with apples. Needless to say, we went through a very extensive process to do the valuation of both entities.

As you can see there, obviously from a Flash perspective, the revenue growth last three years from a compounded annual growth rate is 9%. It is known to you. From an EBITDA perspective, it's 28%. As Pete has already communicated, from a Shop2Shop perspective, really phenomenal numbers over the last couple of years at a compounded annual growth rate of 28% on the revenue side and 85% on an EBITDA side. Really phenomenal numbers. As I said, when we did the valuation, we used, as always, different valuation methodology, either 10-year DCF, looking at multiples across different industries, comparing it to other likewise companies, but we also looked at the multiples of individual components within the two operating entities.

What are the different product sets, we tried to do a sum of the part valuation on both of these businesses to make sure that we end up with a very accurate final valuation, which was obviously being checked as well by two outside independent advisors. Also we've got a fair reasonable opinion with Ian Kirk we'll comment on later. Needless to say, because of the high growth rate you see on a revenue side and also on an EBITDA side, means that the multiple that's been allocated to Shop2Shop is therefore slightly higher than the multiple that's been allocated to the Flash side.

Meaning that from a valuation perspective, although there's a higher EBITDA for Flash, the value comes out at ZAR 10.6 billion, and although the Shop2Shop's current EBITDA is slightly lower than Flash, because of that slightly higher multiple, it comes out at a very similar valuation of ZAR 10.7 billion. Therefore, if you combine the two entities, you end up with ZAR 21.3 billion. Hence the reason, as you'll see, taking Monday's closing share price of Pepkor, which was ZAR 21.38, this is classified as, by the JSE, as a Category 2 transaction. The swap ratio, and that's why this is really seen as a merger, not as a takeover, means that it's 49.7% on the Flash side and it is just over 50% on the Shop2Shop side.

However, Pepkor decided that we, as we've always indicated, we want to maintain a shareholding in this new FintechCo of close to 60%. We always want to be around about the 55%-60%. That's why we made the conscious decision to invest another ZAR 1.57 billion in cash. To acquire that further stake that takes us up to the 57.1%. Just to confirm, as I already communicated to you at the capital markets day, when we look at acquisitions and we do DCFs, we always want to get a minimum of twice our WACC rate, which is currently about 25%-26% as an IRR return. In this case, on our base case, our IRR, I can tell you, is in excess of 30%, and if we take the synergies into account, it's even higher. What does this all mean for Pepkor?

What is the impact of this on Pepkor from an accretive or dilutive effect? As you can obviously see with the lower EBITDA currently of Shop2Shop versus Flash, it does mean in year one it will be dilutive for Pepkor. But because of the very high growth rate in EBITDA that you've seen in the past and we foresee that to continue into the future, means it is accretive already for Pepkor from year two onwards. It does mean because this is really a merger and we're not doing an acquisition and the cash outflow is ZAR 1.57, does mean that I will maintain my gearing ratio of less than a 1x net debt to EBITDA, as I've communicated to you at the capital markets day, which is still our view for the next three years.

It also means that in the short term, our dividend policy won't change. But again, as indicated later on, around 2029, we want to increase the dividend payout. It does not materially affect the key KPIs that you always look at. Just some key matters to take note of in the agreement that we've reached. Obviously, there's two key agreements that we're in the process of signing with the Shop2Shop shareholders. The one is the shareholder agreement, the other one is the share swap, the Section 42. Which from a shareholder agreement perspective, that obviously manages how we will interact, how the board construct will work, what the minority protections are with the board composition and also the approval framework will be.

One key item to take note of out of that is we have agreed with the Shop2Shop shareholders that over the next five years, that current 42% that they have in the business can't drop below 15% to make sure that management stays and the founder stays invested in this business at least for the next five years. Also, two different put and call agreements. The first one is around either party being able to exit after five years. That's if we don't come to an agreement on listing and both parties see there is no future listing possible after five to eight years, or between five and eight years, either party can do a put and call. There's also certain material trigger events around that period that if we don't come to an agreement or see eye to eye on that, both parties can exit.

The Flash Cellular business. At this stage, we don't foresee that being a long-term part of the business. We might change our mind over time, depending how the cellular business develop. But for now, we said before we list, we really want to have the opportunity to exit that business out of this FintechCo, which is currently an integral part of the business. There is a put and call agreement on that that can be exercised over the next five years. Both of these will obviously fall away when this entity lists. There's some certain key CPs in this agreement. As always, Competition Commission approval will be critical. This is a Cat 1 transaction from a Competition Commission approval. It's a large merger, as always, we'll have to go through that process.

There is some other regulatory approvals that we require, specifically one example being that Shop2Shop's got an acquiring license, and we need to get approval to transfer that acquiring license into the new entity. As ever, lots of uncertainty around timeline. We do think our current indication is around about a nine-month timeline, meaning around about March, April next year for this to be executed and implemented. However, we do hope it won't take longer than 12 months at this stage, taking everything into account. Just from a high-level process look going forward the next couple of years, looking at the integration roadmap. As we all know by now, we've recently gone through quite a few M&A transactions. The first part that's absolutely critical is integrating these two businesses as quickly as possible to make sure that we get the optimal synergies out of them.

First step is, however, because we want to list this entity, we need to set up the FintechCo that will ultimately be the listing entity. There's certain leverages and expansion that needs to happen. As I already said, we've learned from that in the last couple of M&A and acquisitions that we've done. That's critical to get that in place as quickly as possible. But one of the key points really, because this is really a tech business, both of them, is the integration of the systems on both sides into one will be a key aspect that we need to deliver in the next year. Because of, as I already said, they have got this acquiring business in place, being Shop2Shop. Flash is currently making use of that service already.

But to get the full benefit out of it, we really need to make it a key part of the total business going forward. That we sort of see happening in the first couple of months to a year. In year two will really be when we really extract the synergies between Flash and Shop2Shop. As we've always communicated to you, it's critical that you continuously offer more and more products to the trader as an example, that you lock him in. That's why we must expand this offer now using the Flash products in Shop2Shop and also using the Shop2Shop products in Flash and really combining those two into one. Cross-selling is critical and obviously also utilizing this combined footprint that we've got.

In other words, where previously we did not have a Flash trader, but we had a Shop2Shop trader, making sure that all those services are also now available to the full set of traders we've got on both sides. That we see as another year to really extract those key synergies. Phase III is then really looking at the bigger Pepkor group. Where are there benefits and opportunities that this FintechCo can utilize in the bigger Pepkor group? Some examples of that is really insurance, the Abacus business, where we think definitely the traders, but also their customers can make use of that service. The new bank that we're in the process of forming, plusb, we do think there's a huge upside in utilizing that bank in this environment as well.

Similarly, on the FoneYam side, not only on payments, but also some of the services and products that we offer via FoneYam can also be rolled out to some of these traders. Huge upside. Pete already touched on this. We've really touched only on some of them. We think there's still a lot more. Ultimately, the plan is currently, as we communicated last year already, that we really want to list this entity. We've been talking about medium term. Currently, we see that period being about three years' time. It's purely three years because that's how we currently see it's going to pan out. It might happen faster. It might be after two years. It might take us slightly longer. It might be four years. We do want to ultimately list this entity.

We'll unpack a lot more detail around it once this deal is completed on why the real reason is. Needless to say, there is benefit on both a Pepkor shareholder, but also on a Shop2Shop shareholder and stakeholder for us to list. As I previously communicated, it's really for us around unlocking the sum of the parts in the Pepkor business and not only being seen as a retail business, but also being seen as a financial service and fintech, and investors can then invest directly into that, which will ultimately unlock shareholder value to Pepkor shareholders as well. One key thing to take note of, as I mentioned, long term, Pepkor do want to hold around 55%-60%. The current agreement is whatever that free float is when we list, being a 20% or 30%, will come from minority shareholders and minority partners.

Pepkor really want to maintain long-term majority stake in this business. On that note, I'll hand over to Ian Kirk for some closing comments and remarks. Thank you.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Thank you, Riaan, for taking us through the detail on the transaction. Now, as I mentioned at the outset, the board approached this transaction with a strong focus on governance, independence, and shareholder value. A comprehensive evaluation process was undertaken, which incorporated independent valuations, extensive due diligence, and a voluntary, external, fair and reasonable opinion from reputable advisors. You see all the detail on the slide there. Against this backdrop, let me now turn to the ownership structure of FintechCo and how it aligns all stakeholders around future growth and value creation. Post the transaction, as Riaan mentioned in his presentation, Pepkor will hold a 57.1% controlling stake, while the Shop2Shop founders and the shareholders retain the remaining 42.9%. This comprises indirect interests held by Peter Berry-related entities of 24% and Pieter Erasmus-related entities of 13.2%. The balance will be held by Shop2Shop management and employees.

This structure ensures the continued founder alignment while establishing Pepkor as the controlling shareholder in the entity. Now, as we have disclosed previously in our annual reports, our group Chief Executive Officer, Pieter Erasmus, holds an indirect minority interest in Shop2Shop that predates his appointment as Chief Executive Officer of Pepkor. Therefore, in line with strict governance protocols, he was recused from all discussions and decisions relating to the transaction, which was conducted under independent board oversight throughout. On the Shop2Shop side, Peter Berry and his team handled all of the discussions with appropriate corporate finance support. This approach, over a two year period or more, ensured a transparent, robust and independent process, safeguarding the integrity of the outcome for Pepkor shareholders.

Following implementation of the transaction, government protocols will remain in place with regard to FintechCo, and this is supported by FintechCo shareholders agreement, which protects all shareholder interests. To conclude, we believe that this transaction advances Pepkor's growth strategy, expands its participation across attractive market adjacencies, and creates a scale platform at the intersection of retail, financial services, and the informal market. We believe that the combined business is exceptionally well-positioned to drive sustained growth, deepen customer engagement, and unlocks significant value for shareholders over time. We will now go into Q&A session.

Okay. Morning, everyone. Thanks for all the questions submitted. Just to note, in addition to the presenters, we have the full Pepkor management team present for the Q&A, and we'll get through as many of the questions that have been submitted in the time that we have available. I think starting with Peter Berry, we've just had some questions pertaining to Shop2Shop specifically. FintechCo, as a company putting together Flash and Shop2Shop, how do you view that in terms of the informal market, opportunities in that sector and how does that look versus peers, players in the market?

Peter Berry
Founder and CEO, Shop2Shop

Okay. Thanks . Yeah, look, we built Shop2Shop effectively as a payments business to digitalize cash in the informal sector, help traders trade. Shop2Shop at heart is a payments business. Flash at heart is a vending business, sells digital products to end consumers. Once you put these two businesses together, the product offering at a store level is far, far greater than us as individual companies. Going forward, I think the opportunity for the companies to work together is enormous. Another question that might come up later is the overlap, which you wanted to address. There's an overlap in our trader base with Flash of about 20%-30%. There's a lot of room for growth in that market.

In terms of our sales forces and how we approach the market, the two companies together will give a far greater service to our consumers, and that's what I'm really excited about. The informal market itself is a fascinating and tremendous space to play in. What you'll see, I think over the next five years is a more formalization of the informal market. Yes, it's been very informal. Yes, you've seen massive growth. I think that growth will continue because of the formalization of the informal market. What you'll start to see is more and more shop owners owning more shops. As opposed to running one individual shop, our platform gives him the opportunity to scale his shops, to scale his businesses. That's what I'm really excited about.

To have two businesses with the same mindset running at the same goal, I think is going to be very, very powerful going forward. That's not to say that the digital market in the informal economy is going to grow. The cash is going to slowly disappear over time. Although cash is still a big component of our business, it'll slowly disappear over time. What's holding the cash element back is really the taxis not taking cash. You're starting to see what we have done is we've enabled the whole informal market to take digital payments. The cash element still exists because of the taxis. I think whoever solves that last element, and we're working hard at it, is going to be ahead of the game. We already have a great established footprint, and great teams on the ground collectively.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Thanks, Peter. Next one for you. We've disclosed some of the performance measures for Shop2Shop revenue, EBITDA, et cetera. There's just a few questions on what does performance look like post some of those periods that we've disclosed.

Peter Berry
Founder and CEO, Shop2Shop

Look, going forward, payments is a commodity product. We're not going to try and gloss it over and say, look, you've got to get scale. You can't come into the payments business with no scale. Price is important and that's why we have a great ecosystem because we allow our shop owners and traders and small businesses that are trying to make ends meet the opportunity to pay their suppliers at no cost. We created more working capital for them in their businesses and in their ecosystem. Going forward, I think the projections are very good because I think the market's going to scale. How we scaled was we got the massive tailwinds from COVID, which digitalized cash in the informal sector. It ramped it up by 100%-200% just because of COVID, and we rode that wave.

I think the next wave will be a wave of independent entrepreneurs growing their own businesses because now they've got the technology to run it. Prior to that, what you needed to run a small business was you need a debtors clerk, an accountant, bookkeeping. All that functionality is built into our app. With the advent of AI, we can formalize that and process a lot more transactions for these guys. Then to say the consumer payment play is going to be a big one. I think this market ends up looking similar to the Chinese market or to the African market where most of the payment transactions are digitalized, and we're well-positioned to take advantage of that.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Great. Thanks, Peter. I'm going to turn to Garth now. Just from a strategic perspective, we've had a number of questions about the strategy behind forming FintechCo, obviously focused on the informal market, and how that links with the banking ambitions of the group and the plans to start plusb early next year. Also including, will plusb be included in FintechCo, which will be listed or not? If you can provide some color on that.

Garth Napier
Chief Commercial Officer, Pepkor

Perfect. Thanks, Ian. I'll start with, firstly, plusb will be a separate entity for a couple of reasons. Firstly, just regulatory, we've applied for Section 17, the regulator will require it to be a separate legal entity, we think that's important. We already have existing relationships with banks, within FintechCo, both at Flash and Shop2Shop, those are important relationships and will continue to be important to us, going forward. In terms of how does plusb and FintechCo work together, really the vision here is how do we make it easy for our customers to transact seamlessly between the formal economy and the informal economy.

When you have a plusb bank account, how can we make sure that when you go to the 170,000 odd traders, it's as simple as it is to get your cash in or cash out as it is in a PEP or Ackermans store. Really the focus will be on providing them with a seamless experience across both informal, formal, and digital channels.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Thanks, Garth. I'll hand over to Riaan. We've got some more detailed questions on the listing timeline, how you see that developing, and what would the key milestones be. You've unpacked some of that in your presentation. Just perhaps some more color on that.

Riaan Hanekom
CFO, Pepkor

Yeah. Maybe just to confirm again, we did indicate we aim around about three years' time. Most of that is around how quickly can we integrate the business into the Flash business, how quickly can we unlock synergies, the third reason which I didn't mention is really obviously we want to build up some reporting information, some history, which will obviously make the listing a lot easier, just working on pro forma information. Hence, also one of the reasons as we communicate previously why Flash is now sitting in a separate segment and why these two combined business will separately be reporting. It's predominantly around getting results, making sure we get the full integration, and then last but not least, just as a qualifier will obviously depend on the state of the market at that specific point in time.

We're obviously not going to list if the market is not ready for a fintech listing.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Great. Thanks, Riaan. Lots of questions on returns and IRR. You did detail this also in your section, perhaps just to give a bit more color about how we viewed this transaction and the returns that we expect from it.

Riaan Hanekom
CFO, Pepkor

Again, as indicated, without the synergies, the IRR that we calculate is above 30%, or to be more specific, around the 35%. Including synergies is actually above the 40%. Most of you are aware of all the transactions we've done over the last 24 months. This one is by far the highest IRR we've calculated on any of those acquisitions that we've done. Very good investment as far as we're concerned.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Thanks, Riaan. Just moving over, again, staying with you, a few questions coming out in terms of the put and call options, specifically explaining how the value at which Shop2Shop sellers can exercise their put option, how that is calculated. If you can provide a bit more color on that.

Riaan Hanekom
CFO, Pepkor

Maybe before I go into that, just again confirm back to your first question. Our primary aim, and that's why we were very specific in the presentation and in the sense is that we want to list this entity. We do see the listing, again, as we confirm within the first five year or within five years, hopefully within the three-year period as we've already indicated. That's our primary driver. We do think this is going to be a successful business. We do think we can list it at an even higher value than what the deal was done, exactly much higher actually than what the deal was done. That's our primary driver. For the put and call option to be exercised means that the listing won't be feasible or the business won't be a success. I think that's important everybody understands it.

From, if you look at potential multiple at what the put and call will be exercised, firstly, maybe just understand we've done it fair value. It will be calculated by independent advisors. We don't actually see the possibility of the put and call ever being exercised being very low, because that means the business was not a success. It will also mean that obviously the multiples involved in whatever calculation you do at that stage will be much lower than what the current multiples that we've used for this merger, I should rather say.

Ian Kirk
Acting Chair and Lead Independent Director, Pepkor

Great. Thanks, Riaan. I think that covers most of the questions and the topics that have been raised that we've received. There's maybe a few more which we can reach out to directly via email. That brings us at the end of our time that we have today with the management team. Thanks everyone for joining and making yourselves available at fairly short notice. Have a good day further