NCBA Group PLC (NCBA or the Group), a preeminent financial services provider in East Africa, has announced that it has received a Strategic Investment Proposal together with a Notice of Intention (NOI) from Nedbank Group Limited (Nedbank) to acquire approximately 1,087,362,891 or 66 per cent of the ordinary shares of NCBA from NCBA shareholders by way of a Tender Offer.
If the Tender Offer is successfully completed, Nedbank will acquire a controlling interest in NCBA, resulting in NCBA becoming a subsidiary of Nedbank. At the conclusion of the Tender Offer, the remaining shares, representing 34 per cent of the issued shares of NCBA will remain listed on the Nairobi Securities Exchange (NSE).
The consideration for this transaction has been structured in a way that will see 20% settled in cash and 80% through the issuance of Nedbank ordinary shares listed on the Johannesburg Stock Exchange (JSE). This planned transaction values NCBA at a multiple of 1.4x book value. Data by stockbroker AIB-AXYS placed NCBA’s price-to-book ratio at 1.2x on the day of the announcement of the transaction, which was the second highest among comparables listed at the NSE. Banks with major foreign ownership Standard Chartered Bank Kenya and Absa Bank Kenya had the top 2 highest price-to-book ratios at 1.8x and 1.5x, respectively.
NCBA has a network of 122 branches and serves more than 60 million customers in countries where it has a footprint including Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana. The latest set of NCBA Group financial results (Q3 2025) indicated the Group’s balance sheet had grown to KES 665.3 billion / USD 5.16 billion, with the deposit base reaching KES 487.9 billion / USD 3.78 billion (73.3% of assets) and loans totaling KES 292.7 billion / USD 2.27 billion (44% of assets).
The Group earned KES 16.4 billion / USD 126.9 million in net profit, translating to 2.4% Return on Assets (RoA), and since FY 2021, the Group has recorded Return on Equity (RoE) of 19%. The Group’s disbursement of digital loans is in excess of KES 1 trillion annually, equivalent to nearly 1% of Kenya’s GDP.
Nedbank is headquartered in South Africa with a primary listing on the JSE and is also secondarily listed on the Namibia Securities Exchange. It is among Africa’s largest financial institutions, with established footprints throughout Southern Africa and internationally (London, Dubai, Isle of Man, and Jersey) with an asset base in excess of USD 70 billion.
NCBA’s strong market reputation, advanced digital banking services, asset finance leadership, investment banking expertise and regional network make the Group a key partner for Nedbank. Formed following the merger of NIC Group PLC and Commercial Bank of Africa Limited, NCBA now operates 122 East African branches, holds KES 665Bn in assets.
Nedbank operates a representative office in East Africa and the acquisition of NCBA will give the bank access to the East African market. The transaction is further expected to strengthen NCBA’s Corporate and Investment Banking functions and give NCBA access to regional and global expertise from Nedbank. NCBA Group customers are also set to access larger lending capacity as well as improved service delivery capability.
Here is what John Gachora, NCBA Group Managing Director (and predecessor chairman of the Kenya Bankers Association) had to say about the transaction:
“Nedbank is an ideal partner for our growth in the East Africa region. Nedbank holds around 16 to 17 per cent market share of loans and deposits in South Africa, leads in vehicle and commercial property finance with 36 per cent market shares each, and their overall ESG ratings are top 10 per cent amongst global peers.”
“Their strong balance sheet will help us scale in our current markets as well as exploring the investment proposition that the DRC and Ethiopia have to offer. We are proud of the brand we have built and look forward to making it central to Nedbank’s East Africa expansion.”
Nedbank’s remarks on proposed acquisition
Here is what Jason Quinn, the Chief Executive of Nedbank had to say about the transaction:
“Nedbank has a strategic objective to grow and diversify outside of its core Southern Africa market, and we identified East Africa as a key growth region. We are therefore excited to partner with a strong and leading financial services firm such as NCBA to deliver on our growth ambitions.”
“Kenya’s role as a regional financial hub, supported by strong institutions, sophisticated markets and a dynamic technology sector, makes it a natural anchor for Nedbank’s East African ambitions, including Rwanda, Tanzania and Uganda. The region’s stable operating environment, consistent macroeconomic performance, a young, growing urbanizing population, and vibrant business community further reinforce its attractiveness and growth potential.”
Nedbank is set to leverage NCBA’s network to make inroads into East African markets, gaining exposure to 190 million people with a GDP of nearly USD 300 billion. Other countries in the region also present promise and opportunity, such as Ethiopia and the Democratic Republic of Congo, which have populations of 136 million and 110 million; and economy sizes of USD 135 billion and USD 70 billion.
Taken together, the East African market, Ethiopia and the DRC present an addressable market of 436 million people (nearly 27% of Africa population or 36% of Sub Saharan Africa population) and a combined GDP of USD 505 billion (nearly 15% of Africa GDP or 22% of Sub Saharan Africa GDP).
The transaction is subject to various regulatory approvals, including from the central banks in the relevant jurisdictions and is expected to close within six to nine months.
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