Nedbank has announced details of its partial takeover offer for NCBA Group, revealing which shareholders will receive cash instead of Nedbank shares and the conditions under which the offer could convert into a 100 per cent acquisition.
The bank intends to acquire approximately 1,087,362,891 ordinary NCBA shares, representing about 66 per cent of the issued share capital.
According to the statement, the offer will be implemented on a partial pro rata basis, allowing each shareholder to tender up to 66 per cent of their holdings, with the option to tender any excess shares on a pro rata basis.
Partial Offer for NCBA Shares
The consideration per share accepted under the offer will comprise 80 per cent in Nedbank ordinary shares and 20 per cent in cash, with the cash portion set at Ksh 2,100 per share.
Nedbank shares will be issued at ZAR 250 each, using a KES/ZAR spot exchange rate of 7.7143 as of December 18, 2025. Fractional entitlements to Nedbank shares will be rounded down, and the value of fractions added to the cash portion.
“NCBA Shareholders who are institutional owners and cannot invest in Nedbank shares will receive their full consideration in cash,” the statement read.
Institutional shareholders prohibited by Kenyan law or regulation from investing in Nedbank shares will receive their entire consideration in cash, provided that Nedbank is satisfied with the representations regarding the affected shares.
Additionally, shareholders who would otherwise be entitled to fractional Nedbank shares will also receive their full consideration in cash.
Conditions for a 100% Takeover
The statement further details that the Capital Markets Authority (CMA) has exempted Nedbank from making a general offer to acquire 100 per cent of NCBA shares, allowing the partial 66 per cent offer.
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If the CMA exemption is not obtained by May 31, 2026, the offer will be converted to a full 100 per cent acquisition, subject to undertakings from designated shareholders and other irrevocable commitments to ensure Nedbank achieves its targeted shareholding.
“Upon completion, Nedbank will hold approximately 66 per cent of NCBA, with public shareholders retaining the remaining 34 per cent.”
The offer is also conditional on regulatory approvals from the CMA, the Central Bank of Kenya, the Competition Authority of Kenya, the COMESA Competition Commission, and other relevant authorities.
NCBA must comply with corporate conduct obligations before closing the offer.
Existing Interests and Control
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Nedbank currently holds no shares in NCBA and has no existing rights or options to acquire shares outside the offer.
Completion of the transaction will give Nedbank effective control of NCBA, with its shareholding potentially exceeding 66 per cent by up to 5 per cent in certain circumstances.
“The offer will be implemented on a partial pro rata basis, ensuring all shareholders can tender their shares proportionally.”
The offer document will provide full details on the pro rata mechanism and conditions for participation, ensuring transparency and regulatory compliance for all NCBA shareholders.
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