The Nation Media Group Plc (NMG) has issued a cautionary notice to shareholders regarding the transfer of majority ownership by its principal shareholder, the Aga Khan Fund for Economic Development (AKFED), to its wholly owned Kenyan subsidiary, NPRT Holdings Africa Limited.
In a cautionary announcement dated July 31, 2025, the NMG Board of Directors said that the internal reorganisation will see AKFED transferring all the shares in NMG to NPRT but will retain ultimate ownership.
“The Board of Directors of Nation Media Group PLC (“NMG” or the “Company”) wishes to inform its shareholders and the general public that Aga Khan Fund for Economic Development S.A. (“AKFED”), which currently holds 92,618,177 shares, representing 54.08% of the total issued shares in NMG (“the Shares”), intends to carry out an internal reorganisation of its shareholding in NMG (the “Reorganisation”),” the announcement reads in part.
Nation Media Group warns shareholders
Shareholders and potential investors have been advised to take note of the new developments when dealing in the shares of NMG and to seek professional advice where necessary.
NMG, which is listed on the Nairobi Securities Exchange and cross-listed on the Uganda Securities Exchange, Rwanda Stock Exchange, and Dar es Salaam Stock Exchange, is one of East Africa’s leading media houses, known for its print, broadcast, and digital media platforms.
The company was served with a notice of intention by NPRT on July 30, 2025, detailing the terms of the proposed reorganisation.
According to the regulatory notice issued under Kenya’s Capital Markets (Take-overs and Mergers) Regulations, the transfer of 92.6 million ordinary shares from AKFED to NPRT is aimed at localizing ownership without altering control or management of the company.
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The shares will be transferred through a block trade agreement between the two entities.
Transfer of shares to NPRT Holdings Africa Limited
Upon completion, NPRT will become the direct holder of the shares, with AKFED remaining the beneficial owner.
The notice of intention will be made available on NMG’s website (https://www.nationmedia.com/investor-relations/).
In addition, no changes to NMG’s operations, management structure, or strategic direction are anticipated.
“The reorganization is purely internal and does not involve any third-party buyers or new investors,” NPRT said in the notice. “Shareholders’ rights and the company’s listing on the Nairobi Securities Exchange and regional exchanges will remain unaffected.”
NPRT has indicated that it does not intend to make a takeover for the remaining issued share capital in NMG and will apply to the Capital Markets Authority of Kenya for an exemption in this regard.
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The completion of the reorganisation is also subject to receipt of requisite regulatory approvals.
The company has announced that further announcements will be made in due course to keep shareholders, and the public informed of any material developments regarding the reorganization.
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