Australia’s commercial property market is about to enter a new era of regulatory oversight, one that will be particularly significant for landlords dealing with major supermarket tenants.
From 1 January 2026, as part of reforms to Australia’s merger control regime, a new mandatory notification process will apply to certain property and business transactions involving major supermarkets. This development presents both challenges and opportunities for landlords. Those who act now can position themselves to navigate the regime smoothly, maintain deal certainty, and protect the value of their assets.
A new era of ACCC oversight
In recent years, there has been increasing public and regulatory scrutiny of competition in the grocery sector, including in relation to retail pricing, market concentration and the power of the major supermarket chains Coles Group Limited (Coles) and Woolworths Group Limited (Woolworths).
The Federal Government has responded by subjecting, for the first time, certain acquisitions involving Coles and Woolworths to mandatory Australian Competition and Consumer Commission (ACCC) pre-approval. For landlords, it means that some transactions that previously would have proceeded without regulatory involvement will now require ACCC clearance.
Who are the major supermarkets?
New mandatory notification rules apply specifically to Coles, Woolworths and their related entities, collectively referred to as ‘major supermarkets’.
When is notification required?
The obligation to notify the ACCC under the new regime sits entirely with the major supermarket undertaking the relevant acquisition.
Whilst not being responsible for notification, landlords should be aware that notification requirements can have practical consequences for them where the circumstances fall within either of the following categories:
- Acquisitions of shares or assets by a major supermarket that result in control or partial ownership of a supermarket business. While this primarily relates to corporate transactions, landlords may become indirectly involved if their supermarket tenant restructures its business. For example, landlords involved in sale and leaseback transactions, or negotiating leases with supermarket tenants who are transferring business assets into joint ventures or partnerships, should be aware that such corporate changes may trigger notification requirements for the supermarket.
- Acquisitions of legal or equitable interests in land by a major supermarket. This is the area most directly relevant to landlords. Notification is required if the land includes a commercial building with a gross lettable area exceeding 1,000 square metres, or if the land without a commercial building exceeds 2,000 square metres. Where a major supermarket acquires land directly adjacent to land it already owns or controls, those properties are combined when determining whether these size thresholds are met.
For landlords or developers, this means that if they acquire land to develop it for lease or sale to a major supermarket, any future grant of an interest in that land to the major supermarket, such as through a lease or sale contract, may fall within category 2 and trigger the supermarket’s obligation to notify the ACCC.
Key considerations for landlords
Understanding whether a transaction falls into either of the two notification categories is essential for landlords planning significant projects involving major supermarkets. The stakes are high, as the mandatory notification regime can directly influence commercial strategies and project timelines.
Landlords should pay particular attention when they are:
- planning new developments or redevelopments and looking to secure a major supermarket as a tenant
- restructuring existing lease arrangements or negotiating new lease terms
- seeking finance for a development, where a major supermarket is a key anchor tenant underpinning the project’s commercial viability.
In any of these scenarios, landlords need to be aware that deals involving major supermarkets may not proceed as planned until the major supermarket has fulfilled its notification obligations and, where necessary, obtained ACCC clearance. This can lead to delays, disrupt funding arrangements and create broader uncertainty for commercial projects.
A pathway for well-planned deals
The new rules bring extra steps for property transactions involving major supermarkets, but deals can still be achievable with the right planning. The ACCC has set out a structured review process, and landlords should be aware of how this may affect timing, costs and commercial certainty.
Key points landlords should know:
- Waiver applications: Major supermarkets can apply for a waiver to avoid a full notification. However, the ACCC has not yet released clear guidance on how it will assess these applications, and pursuing a waiver may not always save time or costs. Waiver applications will also be public, which can create commercial sensitivities during negotiations.
- ACCC review process: If a waiver is not granted or not sought, the process then moves to a formal notification. Reviews happen in stages:
- Phase one review: Up to 30 business days. Simple transactions may clear faster, potentially in as little as 15 business days.
- Phase two review: Up to 90 business days for more complex deals where the ACCC has competition concerns.
The ACCC can pause these timeframes by requesting further information, which can introduce further delays.
- Transparency: All notifications and waiver applications will become public. This means deals involving major supermarkets could be visible in the market before clearance is obtained, which may affect negotiations, especially in competitive processes.
- Costs: Costs add up as transactions move through the ACCC process. These fees are cumulative, meaning each stage comes on top of the previous one if the deal progresses. Current fees are:
- Waiver application: $8,300
- Phase 1 notification: $56,800
- Phase 2 review (depending on transaction value):
- $50 million or less: $475,000
- Over $50 million and up to $1 billion: $855,000
- Over $1 billion: $1,595,000
Benefits of early action
Landlords who seek early advice can:
- Identify quickly whether planned deals could require notification or a waiver.
- Keep flexibility in lease terms, development agreements and sale contracts.
- Avoid costly delays and disruptions to project timelines and financing.
- Be better prepared in negotiations with major supermarket tenants.
Get in touch
At Hamilton Locke, we help landlords navigate the new ACCC rules with confidence and clarity. We can:
- Advise whether planned transactions are likely to fall under the new regime.
- Update transaction documents to include clauses regarding ACCC clearance and the respective costs.
- Guide landlords through engagement with the ACCC to keep projects moving.
With the new rules starting from 1 January 2026, landlords involved with Coles, Woolworths or related entities should seek advice early. Being prepared can protect commercial value, timelines and negotiations with major tenants.
To discuss how the new notification regime could affect your property interests, please contact John Frangi or Alistair Newton.
