What we know so far
Pepkor Holdings has announced a Pepkor Shop2Shop merger that will combine its Flash business with the payments platform Shop2Shop into a single fintech company with a total equity value of about R21.3 billion.
The JSE-listed group, which owns Pep and Ackermans, published the transaction through the Stock Exchange News Service on Wednesday, 22 July 2026.
Pepkor will hold a controlling 57.1% of the combined business, referred to for now as FintechCo. Shop2Shop shareholders will hold the remaining 42.9%.
Pepkor reaches that stake in two ways. It will subscribe R1.57 billion in cash for new Shop2Shop shares, and it will contribute its entire shareholding in Flash, valued at R10.6 billion, in exchange for new shares.
The cash portion is to be applied to settling Shop2Shop’s debt.
The combined platform will process more than R200 billion in annual throughput across the formal and informal economy, according to the company.
Pepkor intends to list FintechCo separately on the stock exchange in the medium term, which it describes as a value-unlocking opportunity for shareholders.
The transaction remains subject to regulatory approvals. No completion date has been published.
What the Pepkor Shop2Shop merger means for spaza shops
The two businesses sit at different points in the same value chain, and both of them touch the township economy directly.
Flash is a value-added services distribution network. It is the machinery behind the airtime, prepaid electricity and digital voucher terminals found in spaza shops and informal traders across the country.
Shop2Shop is a merchant-focused platform providing acquiring, payments, cash management and trade services to those same traders.
Pepkor’s stated logic is to combine Shop2Shop’s merchandising and payment network with Flash’s value-added services and digital product set, creating an integrated platform with greater scale and reach.
The group says this will deepen customer and merchant engagement across a retail-powered consumer platform spanning 32 million known customers.
Shop2Shop founder Peter Berry said the business was built on “a platform engineered for high-volume, low-cost transactions”, and that combining with Flash allows it to deepen its offering and scale.
What the announcement does not address is pricing. There is no statement on what the combination means for the fees informal merchants pay, or for what consumers pay at the counter for airtime and electricity.
That question is likely to arise during the regulatory approval process, since competition authorities assess the effect of a merger on the market in which the parties operate.
Key details and figures
The financial position of the two businesses, as disclosed by Pepkor:
| Measure | Flash, 12 months to September 2025 | Shop2Shop, 12 months to June 2025 |
|---|---|---|
| Revenue | R11.15 billion | R9.33 billion |
| Three-year revenue CAGR | 9% | 28% |
| EBITDA | R900 million | R661 million |
| Three-year EBITDA CAGR | 28% | 85% |
| Profit after tax | R488 million | R385 million |
| Net asset value | R657 million | R521 million |
Adding the two disclosed sets gives roughly R20.5 billion in revenue, R1.56 billion in EBITDA and R873 million in profit after tax. Those are simple sums rather than audited pro forma figures, and the two reporting periods do not align, so they should be read as an indication of scale only.
The growth profiles differ sharply. Shop2Shop is the smaller business by revenue but has grown EBITDA at a three-year compound rate of 85% against Flash’s 28%.
The shareholding structure below Pepkor’s 57.1% is set out in the announcement. Companies related to Peter Berry will hold 24.0% of FintechCo. Companies related to Pepkor chief executive Pieter Erasmus will hold 13.2%. The balance is held by Shop2Shop group employees.
Pepkor disclosed that Erasmus holds an indirect minority interest through an associated company, and that the interest pre-dates his appointment at the group. The company has made the disclosure openly and no impropriety has been alleged.
Shop2Shop shareholders are required to retain at least 15% of FintechCo for five years.
Put and call options exercisable between years five and eight provide a liquidity path should the planned listing not proceed. Those options fall away if the listing does happen.
A separate put and call arrangement covers Flash’s cellular SIM distribution business, which can be sold back to Pepkor.
Reuters valued the combined business at approximately $1.29 billion, an approximate conversion of the rand figure.
What happens next
The immediate step is regulatory clearance. A transaction of this size in the payments sector would ordinarily require approval from the competition authorities, and financial sector regulators may also have an interest given the payments activity involved.
Beyond that, the separate listing of FintechCo is the decision that would put a market price on the business. Pepkor has said only that this is planned for the medium term, without a target date or venue.
The five-year lock-in on Shop2Shop shareholders and the year five to eight option window set the outer limits of that timetable.
The deal sits within a broader shift at Pepkor. In its trading update for the three months to December 2025, fintech segment revenue rose 25.4% to R4.8 billion and financial services revenue rose 47.6% to R2.4 billion, while group like-for-like retail sales grew 3.0%.
Flash revenue rose 9.5% to R2.5 billion for that quarter. Credit sales rose 26.9% and accounted for 18% of total group sales, up from 16% a year earlier.
Pepkor has also received Prudential Authority approval to launch a bank, which it has said will build on its store network, its Cloudbadger technology platform, Capfin and Flash. How FintechCo relates to that banking plan has not been set out.
For now the informal merchants using Flash terminals and Shop2Shop services continue to operate under existing arrangements, since no change takes effect until the regulatory conditions are met.
