Wrap Text
Acquisition of 100% of a European Value Retailer, NKD Group GmbH; and notice in terms of section 45(5) of the Act
MR PRICE GROUP LIMITED
Registration number 1933/004418/06
Incorporated in the Republic of South Africa
ISIN: ZAE000200457
LEI number: 378900D3417C35C5D733
JSE and A2X share code: MRP
("Mr Price Group" or "Group" or "Company")
ACQUISITION OF 100% OF A EUROPEAN VALUE RETAILER, NKD GROUP GMBH; AND
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008
TRANSACTION HIGHLIGHTS
- Mr Price Group announces the acquisition of 100% of the retail business of NKD.
- NKD is a cash-based value apparel and homeware retailer operating in Central and Eastern Europe.
- The Purchase Consideration includes the consideration payable for both the Sale Shares and the Shareholder Loan
Receivables, which is subject to a maximum value of €487.00 million (approximately R9.66 billion[1]).
- The acquisition of NKD represents an opportunity that is strategically aligned with the Mr Price Group, due to its high-
performing, value-focused business, with ample runway for further expansion.
- The senior management team of NKD will continue to run the business in line with its strategy.
1. INTRODUCTION
The Mr Price Group is pleased to announce that on 9 December 2025 ("Signing Date"), the Company entered into a transaction
agreement (the "Agreement") to, through an indirect wholly owned German subsidiary, acquire 100% of the shares ("Sale
Shares") of Pegasus Group Holding GmbH ("Pegasus"), which trades as the retail business of NKD Group GmbH ("NKD" or
the "Business"), and NKD's shareholder loan receivables ("Shareholder Loan Receivables") from an entity owned by funds
managed by TDR Capital LLP ("TDR") as the ultimate seller (the "Transaction"). The closing of the Transaction is subject to
satisfaction of the requisite conditions precedent, as set out in section 7. The consideration payable for the Sale Shares and
Shareholder Loan Receivables ("Purchase Consideration") will be settled in cash (as set out in section 5) and will be funded
through a combination of existing cash resources and debt facilities.
2. ABOUT NKD
NKD has a 60-year history of operating as a cash-based European value apparel and homeware retailer headquartered in
Germany. It operates 2,108 stores across seven Central and Eastern European countries (Germany, Austria, Italy, Croatia,
Slovenia, Czech Republic and Poland) and has more than 10,000 employees. It executes an omni-channel strategy
predominantly through physical stores, generating net sales of €684.57 million for the financial year ended 31 December 2024.
NKD has a clearly differentiated value positioning, targeting quality and price-conscious customers, with a predominantly private
label range offering that serves the whole family and carries minimal fashion risk.
NKD achieves sustainable profitability by operating smaller-format stores with an average store size of 300m2. This model is
enabled by reduced rental costs in smaller town locations and a lean approach to capital expenditure, labour and logistics. Their
supply chain strength is enabled by superior sourcing and operational agility which has supported gross margin expansion.
NKD's technology utilisation through well-developed data science tools enable strategic and profit-accretive decision making
across business functions in support of their value business model.
The management team of NKD are highly seasoned retailers with a strong track record and business culture that aligns with the
Mr Price Group. The Business has identified significant growth opportunities across the seven existing markets in which it
operates and has appetite to pursue long-term sustainable growth across the continent.
3. RATIONALE FOR THE TRANSACTION
Since the launch of the Group's new strategy in May 2021, guided by a new vision of becoming the most valuable retailer in
Africa, the Group has made significant progress in executing its strategic growth plan. Over this five-year period, it has invested
approximately R10 billion in capital expenditure and acquisitions, while returning R8.8 billion in dividends to shareholders. Its
three strategic acquisitions in South Africa now account for 29.3% of Group sales and have delivered R1.2 billion in operating
profit in the financial year ended 31 March 2025. Its two organic concepts, Mr Price Kids and Mr Price Cellular, collectively
delivered over R4 billion in sales in the same period. The Group has continued to demonstrate its ability to identify high growth
opportunities and make capital allocation decisions, which result in long-term sustainable returns for shareholders.
During the same period of strategic execution, a second phase of research was initiated to identify opportunities that would drive
the Group's future growth endeavours. Research efforts focused on the evaluation of South Africa and other markets, relevant
customer segments and operating models, and both organic and acquisitive growth opportunities. Following the diligent research
process, apparel and homeware value retailing were confirmed as attractive investment opportunities for the Group. Market data
indicates that the growth in the value retail market is outpacing that of the global total retail market, which aligns with the Group's
value-focused operating model. In Europe, value retailing is growing at a significantly higher rate than the total market and now
accounts for ~22% of the total retail market.
NKD represents an opportunity that is strategically aligned with the Mr Price Group. It is a high-performing, value-focused
business with a strong track record, has a skilled and committed management team who know the local market intimately, and
has ample runway for further expansion in existing markets. It presents the Group with a platform for future growth due to the
depth and skill of the management teams in both markets. Based on NKD's latest annual financial information (31 December
2024), NKD's inclusion would increase Mr Price Group's latest annual revenue (31 March 2025) to approximately R53 billion,
store numbers to more than 5,000 and employees to over 40,000.
Mr Price Group CEO, Mark Blair, said, "We have spent a considerable amount of time researching markets and assessing
opportunities. We have been guided by our strict investment criteria which has given us clarity on our next phase of growth and
enabled us to move quickly past opportunities that did not fit within our parameters."
Blair continued, "After meeting the NKD team, it was evident that this was the right business to pursue. Like us, they are value-
retailers at heart and have a very clear understanding of who their customer is and how to best serve them. They are ambitious
and performance driven, which is a natural fit to the Mr Price Group culture."
The CEO of NKD, Alexander Schmökel, will continue running the Business with his skilled and experienced management team,
saying, "We are delighted to be joining forces with the Mr Price Group. We have a lot in common in terms of our value retailing
approach and rich heritage in our respective markets. We are committed to delivering on our growth ambitions and we believe
that this new era with the Mr Price Group will create significant value."
Jonathan Rosen and Linda Zhang, Partners at TDR Capital commented, "We are proud of the scale, innovation and momentum
that NKD has built up during our seven-year partnership. The company's progress is a testament to its talented management
team, compelling product proposition, and the embedded data science capabilities that have helped turbocharge its growth. Mr
Price Group is the ideal long-term home for NKD, offering a highly complementary platform within a market-leading value retail
group that shares NKD's ambitions for continued growth and innovation."
4. TRANSACTION STRUCTURE
4.1. NKD is 100% owned by Pegasus, a German limited liability company. Pegasus will be acquired from Fliegendes Pferd
Midco Limited (a UK private limited company) holding 98.22% and Fliegendes Pferd MEP GmbH & Co. KG (a German
limited partnership with a limited liability company as general partner) holding 1.78% (the "Sellers").
4.2. In addition to acquiring the Sale Shares, the Mr Price Group will acquire the Shareholder Loan Receivables extended
to NKD as a borrower. The Shareholder Loan Receivables will be acquired from Fliegendes Pferd Group S.à r.l. (a
limited liability company established in Luxembourg) ("SHL Seller").
4.3. The Sellers and SHL Seller are ultimately owned by funds managed by TDR.
5. PURCHASE CONSIDERATION
5.1. The consideration payable by the Mr Price Group to the Sellers in respect of the Sale Shares ("Base Purchase Price")
is €415.00 million (approximately R8.23 billion[1]), which is escalated from 30 June 2025 ("Locked-box Date") until the
effective date of the Transaction ("Closing Date") at an agreed escalation rate (the escalated Base Purchase Price
being the "Sold Shares Purchase Price"). The enterprise value of NKD (on a debt-free, cash-free basis) used to
derive the Base Purchase Price after adjusting for debt and debt-like items, cash and net working capital is €500.00
million (approximately R9.92 billion[1]).
5.2. The consideration payable by the Mr Price Group to the SHL Seller in respect of the Shareholder Loan Receivables is
€38.50 million (approximately R763.87 million[1]) as at the Locked-box Date and escalated at the applicable rate on the
Shareholder Loan Receivables until the Closing Date (the "SHL Purchase Price").
5.3. The aggregate of the Sold Shares Purchase Price and the SHL Purchase Price being the "Purchase Consideration"
is subject to a maximum value of €487.00 million (approximately R9.66 billion[1]).
5.4. The Purchase Consideration will be settled in cash, and the Mr Price Group will fund the Transaction through a
combination of its existing cash resources and debt facilities.
5.5. The Mr Price Group has entered into a currency hedge in respect of the Purchase Consideration.
6. CLOSING DATE OF THE TRANSACTION
The Closing Date of the Transaction will be the date of transfer of the ownership of the Sale Shares and Shareholder Loan
Receivables to the Mr Price Group, which is expected to occur during the course of Q2 CY2026 (subject to receipt of the requisite
regulatory approvals).
7. CONDITIONS PRECEDENT
The Transaction is subject to the fulfillment or waiver (to the extent that they are capable of being waived) of regulatory
suspensive conditions, as are usual for such transactions, by no later than six months after the Signing Date or if the Mr Price
Group has informed the Sellers and SHL Seller of the definite failure of the closing condition's fulfillment ("Long Stop Date"),
including inter alia,:
7.1. The European Commission must either approve the Transaction under the Foreign Subsidies Regulation, allow the
review period to expire without issuing a decision, or confirm that no such approval is required; and
7.2. The South African Reserve Bank must grant its consent or confirmation for the foreign payment of funds from South
Africa to settle the Purchase Consideration.
8. FINANCIAL INFORMATION
The financial information below relates to Pegasus International GmbH ("Pegasus International"), a 100% subsidiary of
Pegasus, where the group financials are consolidated. The financial information for the year ended 31 December 2024 has been
extracted from the audited statutory annual financial statements. The interim financial information is presented for the period 1
January 2025 to 30 June 2025 and has been extracted from the management accounts ("Interim Management Accounts").
The Mr Price Group is satisfied with the quality of the Interim Management Accounts as reviewed through the due diligence
process. These Interim Management Accounts have been provided for illustrative purposes only and due to their nature may not
fairly represent the financial position of Pegasus International.
For the financial year ended 31 December 2024, net sales generated was €684.57 million (approximately R13.58 billion[1]).
EBITDA on an IFRS 16 basis was €122.39 million (approximately R2.43 billion[1]) and EBITDA on a pre-IFRS 16 ("Reported
EBITDA") basis was €44.87 million (approximately R890.41 million[1]). Profit after tax for the year ended 31 December 2024 was
€13.13 million (approximately R260.57 million[1]).
For the six months ending 30 June 2025, net sales generated was €344.00 million (approximately R6.83 billion[1]). EBITDA on
an IFRS 16 basis was €62.31 million (approximately R1.24 billion [1]) and Reported EBITDA was €20.19 million (approximately
R400.66 million[1]). Due to the cyclical nature of the business, once-off effects which relate to debt refinancing costs and the
hedging derivative valuation, the loss after tax was €10.54 million (approximately R209.23 million[1]). The profit after tax excluding
the debt refinancing and hedging derivative valuation charges was €6.49 million (approximately R128.68 million[1]).
The value of the net assets to be acquired as at 31 December 2024 amounts to €102.50 million (approximately R2.03 billion[1])
and as at 30 June 2025 amounts to €91.14 million (approximately R1.81 billion[1]).
The financial information set out in this announcement has not been reviewed or reported on by Mr Price Group's external
auditors. The Board of Directors ("Board") of Mr Price Group is responsible for the financial information contained in this
announcement and confirms that the financial information has been correctly extracted from the underlying management
accounts of Pegasus International.
9. FINANCIAL ASSISTANCE
Shareholders are hereby given notice, in terms of section 45(5) of the Companies Act, 71 of 2008 ("the Act"), that the Board
has authorised the Company to provide financial assistance equating to the Purchase Consideration through its conclusion of
the Agreement as guarantor for the assumption of all obligations of the purchaser entity, an indirect wholly owned German
subsidiary of the Company.
The Board confirms that due consideration was given to the solvency and liquidity requirements of Section 4 of the Act and that
shareholder approval by way of special resolution in terms of section 45(3) of the Act was obtained at the August 2025 annual
general meeting.
10. CLASSIFICATION OF THE TRANSACTION
The Transaction constitutes a category 2 transaction in terms of the JSE Limited Listings Requirements ("Listings
Requirements"). As part of the Agreement, the maximum Purchase Consideration in relation to the Transaction will not exceed
the Listings Requirements category 2 threshold and therefore does not require shareholder approval.
11. INVESTOR PRESENTATION AND CALL
An investor call will be held today, Wednesday, 10 December 2025, at 14:00pm SAST with the Group executive management
team who will provide an overview of the Transaction and the strategic rationale. The details of the investor call and the
presentation slides will be made available on the Group website https://mrpricegroup.com/investor-relations/
12. OTHER
Mr Price Group confirms, for purposes of paragraph 9.16 of the Listings Requirements, that nothing in the constitutional
documents of NKD, will, in any way, frustrate or relieve the Mr Price Group from compliance with the Listings Requirements.
Durban
10 December 2025
Financial Advisor and JSE Transaction Sponsor - Investec Bank Limited
Legal Advisor: Mayer Brown LLP
Note:
[1] Assuming an exchange rate of 1 € = R 19.8423 as at 9 December 2025, as per the South African Reserve Bank website.
Computational differences may be as a result of rounding.
Disclaimer - Forward-looking statements:
The Mr Price Group may, in this document, make certain statements that are not historical facts and relate to analyses and other information
which are based on forecasts of future results and estimates of amounts not yet determinable and which have not been reviewed or audited by
the external auditors. These statements may also relate to our future prospects, developments and business strategies. Examples of such
forward-looking statements include, but are not limited to, statements regarding exchange rate fluctuations, volume growth, increases in market
share, total shareholder return and cost reductions. Words such as "believe", "anticipate", "expect", 'intend", "seek', "will', "plan", "could", "may',
"endeavour" and "project" and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of
identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific,
and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these
risks materialise, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should
understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in such forward-looking statements. The list of factors discussed therein is not exhaustive; when relying on forward-
looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-
looking statements apply only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them,
whether as a result of new information, future events or otherwise.
Date: 10-12-2025 08:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
