Central Bank of Kenya approves Nedbank's acquisition of up to 66% of NCBA Group

The Central Bank of Kenya has approved Nedbank Group's proposed acquisition of up to 66% of NCBA Group PLC, clearing a key regulatory hurdle for a cross-border transaction that will reshape the ownership structure of one of Kenya's largest tier-one lenders. The approval was granted on 28 August 2026 and announced by the Central Bank of Kenya on 31 August 2026.

The Kenyan regulator sanctioned the deal under Section 13(4) of the Banking Act, the provision governing the acquisition of significant shareholdings in Kenyan banks. Nedbank had originally announced the bid on 21 January 2026 at a value of approximately $855 million, or 13.9 billion rand.

PARTIAL OFFER FOR MAJORITY STAKE

Nedbank's proposal is structured as a partial pro rata offer to existing NCBA shareholders for up to 66% of the target's issued share capital, equivalent to roughly 1,087,362,891 ordinary shares. The consideration mix comprises 20% cash and 80% Nedbank shares, giving NCBA investors exposure to the Johannesburg-listed acquirer alongside a cash component that provides immediate liquidity.

The transaction, announced by Nedbank on 21 January 2026, would give the South African group a controlling stake in a lender with a substantial presence in Kenya, Rwanda, Tanzania, Uganda and Ivory Coast. NCBA was itself formed by the merger of NIC Group and Commercial Bank of Africa in 2019 and has since diversified into stock brokerage, insurance, investment banking and leasing, according to the CBK.

Nedbank said the transaction remains subject to a limited number of additional regulatory approvals. The CBK said it welcomed the transaction as it would ensure continued stability, enhance the resilience of the Kenyan banking sector and promote competition.

PATH TO COMPLETION The CBK said the acquisition will take effect upon completion of the transaction in accordance with the terms of the agreement between the two parties. Regional competition regulators had already granted unconditional clearance in June 2026.

Nedbank already operates in five other Southern African countries, Lesotho, Mozambique, Namibia, Eswatini and Zimbabwe, through subsidiaries and banks, according to the CBK. The consideration mix of 20% cash and 80% Nedbank shares gives NCBA holders direct exposure to the enlarged South African group.

For NCBA shareholders, the partial offer, which opened on 28 May and closed in July 2026 with acceptances exceeding the 66% sought, provided an opportunity to exit part of their holdings for a mix of cash and Nedbank stock. The transaction consideration and structure, together with the CBK's clearance, position the deal for completion once the remaining conditions are met.