Chamwe Kaira
Nedbank Group has announced plans to acquire about 66% of the issued share capital of NCBA Group Plc, a deal that would give the South African bank effective control of one of East Africa’s largest financial institutions.
Nedbank said it has submitted a formal notice of intention to the NCBA board, the Capital Markets Authority, the Nairobi Securities Exchange and the Competition Authority of Kenya.
The group plans to acquire about 1.09 billion NCBA ordinary shares through a partial pro rata offer.
Under the proposal, each NCBA shareholder may tender 66% of their holding.
Shareholders may also tender additional shares, subject to allocation rules. If the transaction goes ahead, Nedbank would hold 66% of NCBA, with the remaining 34% held by public investors on the NSE.
Nedbank said the transaction fits its plan to expand beyond Southern Africa, with East Africa identified as a priority market because of its growing population, strong economic base and role as a key trade corridor linking Africa with the Middle East and Asia.
NCBA operates in Kenya, Uganda, Tanzania and Rwanda and runs digital banking platforms in Ghana and Ivory Coast. The group has 122 branches and serves more than 60 million customers, making it the largest banking group in Africa by customer numbers.
NCBA manages assets of about KES 665 billion and disburses more than KES 1 trillion in digital loans each year. It has recorded an average return on equity of about 19% since 2021.
Some shareholders, including institutional investors who cannot hold offshore shares or those entitled to fewer than 200 Nedbank shares, will receive full cash payment.
Nedbank said the total cash portion of the offer will not exceed KES 31.59 billion and will be funded from existing cash resources.
The deal is subject to regulatory approvals in Kenya and other jurisdictions. A key condition is an exemption from the Capital Markets Authority that would allow Nedbank to proceed without making a mandatory offer for 100% of NCBA.
If the exemption is not granted by 31 May 2026, the offer may change into a full offer for all NCBA shares, with safeguards to ensure Nedbank’s shareholding does not exceed its target by more than 5%.
In Namibia, Nedbank owns NedNamibia Holdings Limited, which holds subsidiaries offering banking, lending, wealth management, insurance, property and asset finance, foreign exchange and securities trading.
The group reported total assets of N$22.3 billion in 2023, up from N$20.6 billion the year before.
Nedbank Group chief executive Jason Quinn said Kenya is seen as a key base for the group’s East African plans, pointing to the country’s role as a regional financial hub and its stable operating environment.
