The Aga Khan Fund for Economic Development (AKFED) is set to transfer its majority shareholding in Nation Media Group Plc (NMG) to its wholly owned Kenyan subsidiary, NPRT Holdings Africa Limited.
The internal reorganization will see NPRT acquire effective control of the media conglomerate, while AKFED retains ultimate ownership.
According to a regulatory notice issued on July 30 under Kenya’s Capital Markets (Take-overs and Mergers) Regulations, the transfer of 92.6 million ordinary shares, representing 54.08% of NMG’s issued share capital from AKFED to NPRT.
“The reorganization will not result in any change in the ultimate control of NMG. AKFED, which currently holds 54.08% of the total issued shares in NMG, will sell its entire shareholding to NPRT,” the notice read.
This 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.
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.”
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.
Exemption from Mandatory Takeover
As part of the process, NPRT has applied to Kenya’s Capital Markets Authority (CMA) for an exemption from the mandatory takeover offer typically required in such transactions.
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The application cites that there will be no change in the ultimate control of NMG and no intent to delist or reduce public participation.
“Pursuant to Regulation 5 of the Take-over Regulations, NPRT has submitted to the CMA an application for exemption from compliance with the requirement to make a mandatory take-over offer to the remaining shareholders of NMG,” the notice read
NPRT, incorporated in Kenya and wholly owned by AKFED, does not currently conduct any business beyond serving as the new holding entity for the NMG shares.
The CMA’s approval of the exemption and other regulatory consents, including from the Nairobi Securities Exchange and the Communications Authority of Kenya, are required before the transfer can be completed.
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