Nedbank cleared to buy 66% of NCBA

1/ Kenya’s central bank has cleared Nedbank Group’s purchase of up to 66% of NCBA Group, moving one of East Africa’s biggest banking deals from proposal to execution. CBK said the approval was granted on Aug. 28 under Section 13(4) of the Banking Act, and the acquisition takes effect only once the transaction is completed. (centralbank.go.ke) 2/ The deal did not start with this week’s approval. Nedbank said on Jan. 21 it had filed a notice of intention to acquire about 66% of NCBA’s issued share capital from existing shareholders through a partial pro rata offer. That equates to 1,087,362,891 NCBA ordinary shares. (group.nedbank.co.za) 3/ The structure matters. Nedbank’s offer was set so each NCBA shareholder could tender up to 66% of their holding, with room to tender extra shares subject to scaling and allocation mechanics in the offer document. If completed as proposed, Nedbank would hold 66% and the remaining 34% would stay with public investors on the Nairobi Securities Exchange. (group.nedbank.co.za) 4/ The price mix is also unusual enough to matter. For every 100 NCBA shares tendered, the consideration was set at 4.02994 Nedbank ordinary shares plus KES 2,100 in cash, with the package designed so 80% of the value is in Nedbank stock and 20% in cash. Nedbank said its shares for the offer were priced at ZAR 250 each using a KES/ZAR exchange rate of 7.7143 as of Dec. 18, 2025. (ncbagroup.com) 5/ Why NCBA? Nedbank has been explicit that East Africa is a priority region. On its transaction page, the South African lender said the deal fits its strategy to expand beyond Southern Africa into a market it sees as supported by population growth, trade links and a stable regulatory environment. (group.nedbank.co.za) 6/ Why NCBA specifically? Nedbank described NCBA as a top-tier Kenyan bank with operations in Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana. It said NCBA has 122 branches, more than 60 million customers, about KES 665 billion in assets, and disburses more than KES 1 trillion in digital loans annually. (group.nedbank.co.za) 7/ That makes this more than a single-country bank stake. NCBA is already a regional platform, so Nedbank is not building East Africa from scratch; it is buying into an existing network across retail, corporate and digital banking. Nedbank said the combination would bring together “highly complementary strengths,” though the real test now shifts from strategy slides to completion and integration. (group.nedbank.co.za) 8/ The regulatory sequence is worth watching. Nedbank said in January that it had notified NCBA, Kenya’s Capital Markets Authority, the Nairobi Securities Exchange and the Competition Authority of Kenya. NCBA’s shareholder information page shows the transaction has already generated an offer document, a shareholder circular, an independent adviser’s circular and, now, a notice of receipt of CBK approval dated Sept. 1. (group.nedbank.co.za) 9/ The central bank’s wording is narrow and important: CBK approved the acquisition, but said it “shall take effect upon completion of the transaction in accordance with the terms of the Agreement between the two parties.” In other words, approval is a major hurdle cleared, not the final closing notice. (centralbank.go.ke) 10/ One more detail: Kenyan press reports said shareholders tendered 79.9% of NCBA shares, above the 66% target, which would mean allocation mechanics determine how much is ultimately accepted if that figure is confirmed in final transaction documents. That is consistent with the pro rata design laid out in the offer materials. (kenyanwallstreet.com) 11/ The broader significance is straightforward. A completed deal would give Nedbank control of one of Kenya’s largest banking groups while leaving NCBA publicly listed. For investors, the next documents to watch are final completion notices from CBK, NCBA and Nedbank, plus any updates from the CMA, NSE and competition authorities tied to closing mechanics. (centralbank.go.ke)