Shareholders of NCBA Group have tendered 1.316 billion shares, representing 79.90 per cent of the bank’s issued shares, in South Africa’s Nedbank Group takeover offer, paving the way for the transaction to be completed in November.
The level of participation exceeded Nedbank’s target of acquiring a controlling 66 per cent stake in the Kenyan lender.
Of the shares tendered, 920.65 million, equivalent to 55.88 per cent of NCBA’s issued share capital, were submitted through shareholders’ proportional entitlements. A further 395.71 million shares, representing 24.02 per cent, came through applications for additional shares.
Following the allocation process, Nedbank will acquire approximately 1.087 billion NCBA shares, giving it a 66 per cent ownership stake. Applications for excess shares will be scaled back to align the final allocation with the agreed acquisition target.
In separate announcements dated October 19, NCBA and Nedbank confirmed that the takeover offer became unconditional on October 15 after outstanding regulatory approvals and other transaction requirements were fulfilled or waived.
The development clears the way for the two banks to proceed with the transfer of shares and settlement of the transaction.
NCBA shares will be suspended from trading on the Nairobi Securities Exchange (NSE) after the market closes on Wednesday, October 21. Trading is expected to resume on November 2, allowing time for the reconciliation of the shareholder register.
The transfer of NCBA shares to Nedbank is scheduled to take place through a block trade on the NSE’s Block Trade Board on November 3. Settlement, involving newly issued Nedbank shares and cash payments to participating shareholders, will also begin on that date.
Nedbank expects to publish the final transaction results on November 5, detailing the total cash consideration paid and the number of new shares issued.
Details of Nedbank’s NCBA Acquisition
The acquisition was first announced on January 21, 2026, with an initial valuation of approximately R13.9 billion.
Under the offer terms, shareholders accepting the deal will generally receive 80 per cent of their consideration in newly issued Nedbank shares listed on the Johannesburg Stock Exchange (JSE), while the remaining 20 per cent will be paid in cash. Eligible shareholders will be subject to cash-only arrangements.
The Capital Markets Authority (CMA) exempted Nedbank from making a mandatory takeover offer for all NCBA shares in February, while the Central Bank of Kenya (CBK) granted its approval in August.
The acquisition will give Nedbank control of one of East Africa’s largest banking groups. NCBA reported a 12.2 per cent increase in net profit to KSh12.4 billion for the six months ended June 2026.
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During the same period, the lender’s total assets stood at KSh739 billion, while customer deposits amounted to KSh551 billion.
Nedbank plans to incorporate NCBA’s financial performance into its consolidated group accounts from the fourth quarter of 2026.
NCBA was established in 2019 following the merger of NIC Group and Commercial Bank of Africa. The banking group operates in six African markets and serves more than 60 million customers.
Upon completion of the transaction, NCBA will retain its listing on the NSE, with minority shareholders holding the remaining 34 per cent stake.
The lender will also continue operating under the NCBA brand, retain its Nairobi headquarters and maintain its local leadership team. Existing customer banking arrangements are expected to remain unchanged.
