NCBA Group PLC has issued a formal public announcement to its shareholders regarding a significant corporate transaction involving a partial pro rata offer by Nedbank Group Limited intending to acquire approximately 1,087,362,891 ordinary shares in NCBA, which translates to roughly 66 percent of the issued share capital of the company, signaling a substantial shift in ownership structure subject to shareholder participation. This move was made in accordance with the Capital Markets Act of Kenya and the applicable Take-overs and Mergers Regulations of 2002.
The notice follows a series of prior communications, including a cautionary announcement released on 22 January 2026, and subsequent updates issued in February 2026 after the receipt of the Offeror’s Statement from Nedbank Group Limited. Additionally, the Capital Markets Authority granted an exemption related to the mandatory takeover requirements, enabling the progression of this transaction under the outlined structure. NCBA has since commenced the circulation of formal offer documentation to shareholders, as required under regulatory frameworks, ensuring transparency and compliance throughout the process.
The offer itself provides NCBA shareholders with the opportunity to tender up to 66 percent of their shareholding in the company. The consideration for the offer consists of a combination of equity and cash components. Specifically, for every 100 shares tendered and accepted, shareholders will receive 40.2994 ordinary shares in Nedbank Group Limited alongside a cash payment of KES 210.00. This dual consideration structure allows shareholders to retain an interest in the enlarged banking group while also realizing partial liquidity.
Fractional entitlements arising from the share exchange will be managed in accordance with the terms set out in the offer document. Where applicable, fractional Nedbank shares will be rounded down to the nearest whole number, and the corresponding value of the fraction will be settled in cash. This ensures administrative efficiency and fairness in the allocation process. Furthermore, shareholders holding fewer than 200 NCBA shares, or those unable to receive Nedbank shares due to jurisdictional restrictions, will receive full cash compensation instead of shares.
The offer opened on 28 May 2026 at 9:00 a.m. East African Time and is scheduled to close on 10 July 2026 at 5:00 p.m. East African Time. The results of the offer are expected to be announced no later than 21 July 2026, with settlement to follow upon the offer becoming unconditional. Shareholders who elect to participate must complete and submit the required forms and supporting documentation within the stipulated timeline to ensure their acceptance is processed.
NCBA’s Continued Listing on NSE
Additionally, NCBA will remain listed on the Nairobi Securities Exchange following the completion of the transaction, provided that at least 34 percent of its shares continue to be held by the public in compliance with listing requirements. This provision ensures the company maintains adequate public float and continues to meet regulatory standards for a listed entity.
Finally, the partial pro rata offer by Nedbank Group Limited represents a pivotal development for NCBA Group PLC and its shareholders, as it provides an avenue for shareholders to restructure their investment holdings while participating in the broader strategic alignment between the two banking institutions.
