NCBA Group PLC has officially commenced the circulation of offer documents to shareholders following approval from Kenya’s Capital Markets Authority (CMA).
The offer documents set out directives for stakeholders on what is expected of them in relation to the Nedbank Group Limited’s partial pro-rata offer to acquire up to 66% of the issued share capital in NCBA.
Offer documents to the stakeholders will be open for circulation from May 28 at 9:00 a.m. to July 10, 5:00 p.m, with the results set to be announced on July 21.
All stakeholders are expected to participate or decline within the time frame, not later than July 10, 2026, in accordance with the NCBA Shareholders Circular, with the deadline extended with the approval of the CMA.
“Shareholders are advised that the Capital Markets Authority has approved the circulation of the Offer Document prepared by Nedbank Group Limited, the Shareholders Circular prepared by the Board of Directors of NCBA Group PLC, and the Independent Financial Adviser’s Circular prepared by Faida Investment Bank Limited.” The NCBA Shareholders Circular outlined.
NCBA Stakeholder Directives
Stakeholders have been advised to read and understand the content of the shareholders’ circulars as well as the Faida’s Independent Adviser’s Circular before deciding whether to participate in or decline the offer.
In addition, the stakeholders should decide on the tendering shares and the excess shares subject to scaling, with non-participant stakeholders retaining their full stakes.
Further, the non-tendering shareholders will hold minority stakes in an NSE-listed entity with Nedbank as the majority owner.
Also Read: NCBA Bank Posts KSh 23.4 Billion Profit Ahead of Nedbank Takeover
Stakeholder Submission
Before or on the deadline set by the NCBA, all stakeholders will be expected to submit acceptance of the offer document through the Central Depository and Settlement Corporation (CDSC) accounts or through authorized stockbrokers before the given deadline.
Upon submission, the stakeholders will be required to complete a form of acceptance and provide relevant supporting documentation.
Shareholders who accept the form of consideration will receive 20% in cash and 80% in new Nedbank shares. In contrast, shareholders who hold fewer than the minimum of 200 Nedbank shares will receive a cash settlement in full at the offer value.
In addition, NCBA has set a dividend parity mechanism to ensure shareholders receive the economic benefit equivalent to their dividends from either NCBA or Nedbank for the relevant period.
However, the NCBA has stated that the dividend parity mechanism maintains the economic benefits of either bank, but not both.
Further, the NCBA has advised the stakeholders to seek independent advice from stockbrokers, financial advisers, legal counsel, and tax consultants to evaluate the fairness of the offer.
Stakeholders have also been urged to make decisions while considering their personal individual tax positions and portfolio circumstances.
Also Read: Nedbank Reveals NCBA Shareholders Who Will Receive Cash and Conditions for 100% Takeover
Result Announcement Outcome
Upon successful completion, Nedbank will gain majority control of NCBA, which will subsequently become a subsidiary of Nedbank.
However, approximately 34% of NCBA shares will remain publicly traded on the Nairobi Securities Exchange (NSE).
Upon the announcement of the results on July 21, 2026, cash payment and dispatch of Nedbank shares will commence on the 10th trading day following the result announcement.
