NAIROBI, Kenya — South African banking group Nedbank Group is set to acquire a controlling stake in NCBA Group Plc after its takeover offer was oversubscribed, with shareholders tendering significantly more shares than the lender sought.
In a public announcement issued on July 21, Nedbank said it received valid acceptances for 1,316,357,895 NCBA shares, representing 79.9 per cent of the bank’s issued share capital, exceeding its target acquisition of approximately 66 per cent.
The lender had offered Sh85 per share for NCBA’s ordinary shares.
Oversubscribed Offer
According to Nedbank, shareholders tendered:
- 920,652,658 shares under their pro rata entitlement, representing 55.88 per cent of NCBA’s issued share capital.
- 395,705,237 shares through excess applications, equivalent to 24.02 per cent of the issued share capital.
The oversubscription means more shareholders accepted the offer than required for Nedbank to achieve its target ownership.
Following settlement, Nedbank is expected to own 1,087,362,891 shares, representing 66 per cent of NCBA’s issued share capital.
The remaining 560,156,641 shares, or 34 per cent, will continue to be held by other shareholders.
Regulatory Approvals Secured
Nedbank said the transaction has already received key regulatory approvals across multiple jurisdictions, including:
- South African Reserve Bank’s Prudential Authority and Financial Surveillance Department.
- South African Competition Commission.
- Kenya’s Capital Markets Authority (CMA).
- National Bank of Rwanda.
- Bank of Tanzania.
- COMESA Competition Commission.
- Tanzania Consumer Commission.
- East African Community Competition Authority.
The bank noted that approval from the ECOWAS Regional Competition Authority remains outstanding and is expected before the end of the third quarter of 2026.
Nedbank also confirmed that neither it nor any party acting in concert with it acquired NCBA shares outside the takeover offer period, which ran from May 28 to July 10, 2026.
NCBA to Remain Listed
The South African lender said settlement will proceed once all remaining conditions attached to the offer are fulfilled or waived in accordance with the transaction terms.
Shareholders whose shares are accepted will receive cash payments on the settlement date, with the shares transferred to Nedbank through a block trade.
Trading in NCBA shares on the Nairobi Securities Exchange (NSE) is expected to resume after settlement.
Nedbank said shareholders who tendered shares will receive notifications detailing the number of shares accepted within 10 trading days after settlement.
The bank further confirmed that NCBA will remain listed on the NSE after completion of the transaction, noting that sufficient shares will remain in public hands to meet the exchange’s minimum public shareholding requirements.