The Central Bank of Kenya has approved Nedbank Group’s plan to acquire up to 66% of NCBA Group PLC. The approval was granted on 28 August 2026 under Section 13(4) of the Banking Act. The acquisition takes effect only once the parties complete the transaction under their agreement.
The Central Bank of Kenya approved Nedbank’s proposed 66% acquisition of NCBA Group on 28 August 2026. The deal takes effect on completion.
CBK said the transaction is expected to support stability in the Kenyan banking sector, strengthen resilience and promote competition. The remaining 34% of NCBA will stay publicly traded on the Nairobi Securities Exchange.
Nedbank first notified the market of its intention in January 2026. It sought roughly 1.087 billion NCBA shares through a partial pro-rata offer. Acceptances in July were enough for Nedbank to hit its 66% target. Settlement is expected within 10 to 14 trading days after Nedbank confirms that all remaining conditions have been met or waived.
Deal Snapshot
| Item | Detail |
|---|---|
| Buyer | Nedbank Group Limited (South Africa) |
| Stake | Up to 66% of NCBA Group PLC |
| Indicative value | About R13.8–13.9 billion (roughly KSh 110–116 billion) |
| Consideration | 20% cash and 80% new Nedbank ordinary shares listed on the JSE |
| Standard swap | For every 100 NCBA shares accepted: KSh 2,100 cash + 4.02994 Nedbank shares |
| Small-holder exit | Holders of 7,519 NCBA shares or fewer get cash only at KSh 105 per share |
| Free float after completion | 34% remains listed on the NSE |
| Brand and management | NCBA keeps its brand, Nairobi headquarters and local leadership |
The deal is not a full takeover. Shareholders who tendered sold only up to 66% of their holdings. The rest of their stock stays in their CDS accounts and continues trading as NCBA shares.
How Retail Shareholders Are Paid
The offer was structured as a partial pro-rata tender. Each shareholder could tender up to 66% of their beneficial holding. Excess applications were scaled under the offer rules.
For the main cash-and-stock mix, every 100 accepted NCBA shares convert into KSh 2,100 in cash plus 4.02994 newly issued Nedbank shares. Nedbank shares for the deal were priced at 250 rand, about KSh 1,928.50 at the fixed exchange rate used in the offer documents.
Shareholders whose Nedbank entitlement would fall below 200 shares receive cash only. That is why the 7,519-share line exists. Converting a small Kenyan holding into a tiny Johannesburg-listed parcel would leave many retail investors with an uneconomical position after custody costs and foreign-shareholding rules. Those holders get a clean cash exit at KSh 105 per share for the portion they sold.
Fractional Nedbank shares are rounded down. The cash equivalent of the fraction is added to the cash portion.
Business Daily later reported that shareholders who accepted stand to receive about KSh 23.2 billion in cash and roughly 46.6 million Nedbank shares once settlement runs. Those figures depend on final settlement and the Nedbank share price at the time of issue.
What CBK and Other Regulators Have Done
CBK’s notice is clear. Approval under the Banking Act does not itself complete the deal. The acquisition takes effect only when the parties finish the transaction in line with their agreement.
Earlier clearances include the Capital Markets Authority, the Competition Authority of Kenya, the Tanzania Fair Competition Commission, the East African Community Competition Authority and the COMESA Competition and Consumer Commission. The Prudential Authority of the South African Reserve Bank has also approved the transaction.
NCBA Group CEO John Gachora has said the remaining regulatory approvals are progressing according to their timelines and sequencing. Until those are closed and settlement is announced, NCBA remains independently listed under its current ownership structure.
NCBA was formed in 2019 from the merger of NIC Group and Commercial Bank of Africa. It has banking operations in Kenya, Uganda, Tanzania and Rwanda, plus a joint venture in Côte d’Ivoire. That regional platform is a large part of what Nedbank is buying.
Why the Deal Matters
For Nedbank, the transaction opens East Africa without building a new bank from scratch. For NCBA, it brings a larger parent balance sheet and access to Nedbank’s corporate and investment banking capacity.
CBK’s public position is limited to stability, resilience and competition. Market observers note a wider commercial effect. NCBA already sits behind M-Shwari and a large digital lending book. Backed by a bigger parent, it gains more room to fund regional subsidiaries and larger corporate deals.
Also read:Nedbank’s $800M NCBA Kenya Deal: A Play for East Africa’s Boom
That puts more competitive pressure on Equity Group and KCB Group in corporate lending, infrastructure finance and regional expansion. Both have spent years building East African networks. A Nedbank-backed NCBA becomes another well-capitalised player in the same markets. Stanbic already gives South African capital a Kenyan foothold. Nedbank’s entry adds a second channel.
None of that is automatic. Completion still depends on the remaining conditions. Until settlement is confirmed, the ownership change has not crystallised.
What Happens Next
The next milestone is completion and settlement, not another public offer window. Shareholders who accepted the offer are waiting for Nedbank to confirm that all conditions have been fulfilled or waived. After that, cash and Nedbank shares should follow within the stated settlement window.
Investors who kept the unoffered 34% of their NCBA holding will continue to own a listed Kenyan bank that, if the deal closes, becomes a Nedbank subsidiary while keeping its brand and NSE listing.
Sources
- Central Bank of Kenya public notice on the Nedbank–NCBA acquisition (announced 31 August 2026; approval dated 28 August 2026)
- Business Daily – Central Bank approves Nedbank buyout of NCBA Group
- KBC – CBK approves Nedbank’s acquisition of 66% stake in NCBA Group
- Business Daily – Cash-only payout for NCBA owners capped at 7,519 shares
- Business Daily – NCBA investors to get Sh116bn in Nedbank takeover
- Nedbank / NCBA offer documentation (partial pro-rata offer terms: 4.02994 Nedbank shares + KSh 2,100 cash per 100 NCBA shares; cash-only rule under 200 Nedbank shares)