Nedbank Group, one of South Africa’s largest banking groups, has cleared a major hurdle in its planned acquisition of a 66% stake in Kenya’s NCBA Group, with the $856 million transaction becoming unconditional on October 15, 2026, following the fulfilment of outstanding regulatory requirements.

In a statement released on October 19, Nedbank said it would acquire approximately 1.087 billion NCBA shares, representing about 66% of the Kenyan lender’s issued ordinary shares, following the final reconciliation and allocation of shares tendered under the offer.

The transaction, which combines cash payments with newly issued Nedbank shares for eligible shareholders, is expected to close in early November, with NCBA’s financial results scheduled to be consolidated into Nedbank’s accounts in the fourth quarter of 2026.

Nedbank outlines settlement timeline

Nedbank said settlement would begin from the ninth trading day after October 21, the scheduled settlement date, with the transfer of NCBA shares, issuance of new Nedbank shares and payment of cash consideration expected to commence around November 3.

The suspension of trading in NCBA shares on the Nairobi Securities Exchange is scheduled to take effect after the close of business on the settlement date. Trading is expected to resume alongside the commencement of the transfer and payment process.

Nedbank expects to publish the final results of the offer around November 5, including the final cash consideration paid and the number of new shares issued.

The offer, which closed on July 10, remained subject to regulatory approvals and other conditions specified in its offer document. The South African lender subsequently received approval from the Central Bank of Kenya, with the transaction becoming unconditional on October 15.

NCBA shareholders offered cash and Nedbank shares

Under the offer terms outlined in NCBA’s shareholder circular dated May 4, shareholders holding 7,519 shares or fewer qualify for a cash-only payment of Ksh105 ($0.81) per share.

Investors holding at least 7,520 shares are eligible for a combination of cash and Nedbank shares listed on the Johannesburg Stock Exchange. For every 100 NCBA shares tendered, qualifying shareholders receive Ksh2,100 ($16.25) in cash and 4.02994 Nedbank shares.

Shareholders who qualify for fewer than 200 Nedbank shares after allocation, or who cannot legally hold offshore-listed equities, will instead receive their consideration entirely in cash.

NCBA’s board previously recommended the offer, describing it as fair and reasonable following an independent valuation by Nairobi-based Faida Investment Bank.

Strategic expansion into East Africa

The acquisition is expected to combine NCBA’s digital banking capabilities and regional presence with Nedbank’s corporate and investment banking expertise, strengthening the South African group’s position in East Africa.

NCBA reported assets of Ksh716 billion, net profit of Ksh23.4 billion and customer deposits of Ksh531.9 billion in 2025. Nedbank, meanwhile, reported assets of R1.56 trillion ($84 billion) and headline earnings of R17.2 billion in December 2025.

The transaction marks a significant step in Nedbank’s regional expansion strategy, with the group expecting NCBA’s financial performance to contribute to its consolidated results from the fourth quarter of 2026.