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 disclosed by NCBA on 1 September 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, in what stands as one of the largest cross-border banking transactions on the African continent in recent years.
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 built a diversified retail and corporate banking franchise across East Africa, complemented by a growing digital lending business.
The Central Bank of Kenya's clearance under Section 13(4) is one of a series of regulatory approvals required to complete the transaction, but is widely regarded as the most significant Kenyan sign-off given the banking sector's status as a strategic industry. The provision requires the regulator to satisfy itself on the fitness of the acquirer and the impact of the change of control on the target bank's stability.
REMAINING APPROVALS EXPECTED BY END OF Q3
Nedbank and NCBA have indicated that the remaining regulatory clearances required for completion are anticipated by the end of the third quarter of 2026. Those approvals typically include competition authority clearances in relevant jurisdictions and confirmations from other banking regulators in NCBA's operating footprint across the region.
The deal is one of the largest cross-border banking transactions on the African continent in recent years and marks a significant step in Nedbank's ambitions to build a broader East African presence. The group already has operations in Southern and Central Africa, and taking a controlling stake in NCBA would open access to a much larger retail customer base and payments franchise in East Africa's most dynamic economies. The consideration mix of 20% cash and 80% Nedbank shares gives NCBA holders direct exposure to the enlarged South African group.
For NCBA's minority shareholders, the partial offer at the terms first outlined in January provides 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 approvals are secured within the anticipated third-quarter window.