Kaspi.kz disclosed on 28 November 2025 that the closing of its acquisition of Rabobank A.Ş. in Turkey has been delayed and is now expected to occur in mid-2026. The Kazakh fintech and payments group filed the update to confirm it remains committed to the transaction while acknowledging that the timeline has extended beyond initial expectations owing to the pace of the Turkish regulatory approval process, which is the sole outstanding condition ahead of completion.
The original sale and purchase agreement between Kaspi.kz and Rabobank for the Turkish subsidiary was signed on 27 March 2025. The November update represents the first formal revision to the closing schedule, with the primary outstanding condition being clearance from the Banking Regulation and Supervision Agency of Turkey, known by its Turkish acronym BRSA. Kaspi.kz stated in the filing that it continues to engage constructively with the regulator to advance the approval process toward a conclusion.
BRSA CLEARANCE REMAINS OUTSTANDING
The BRSA is the central authority responsible for licensing and supervising banks operating in Turkey. Acquisitions of Turkish banks by foreign entities require the agency's explicit approval, a process that involves scrutiny of the acquirer's financial soundness, ownership structure, and strategic plans for the institution being purchased. For Kaspi.kz, which operates a leading super-app platform in Kazakhstan encompassing payments, marketplace, and financial services, satisfying the BRSA's requirements means demonstrating that its ownership would be consistent with Turkish prudential and supervisory standards.
The delay to mid-2026 is not unusual in the context of cross-border bank acquisitions, where multiple regulatory jurisdictions must be satisfied before a transaction can be completed. Turkish financial-sector approvals can take considerable time given the breadth of the BRSA's review mandate, particularly where the acquirer is a non-traditional financial institution expanding geographically into a new market. Kaspi.kz's investor update was designed to manage market expectations and confirm that the deal remains on track commercially despite the extended closing timeline.
Rabobank A.Ş. is the Turkish arm of the Dutch cooperative bank Rabobank, which has been executing a strategic simplification of its international footprint in recent years. The Turkish subsidiary is a relatively modest operation compared with Rabobank's core Dutch and global agri-finance businesses. For Kaspi.kz, the acquisition represents an entry point into a large and dynamic market, consistent with the company's stated ambitions to extend its super-app model beyond Kazakhstan and into adjacent geographies.
KASPI.KZ REAFFIRMS DEAL COMMITMENT
The November filing made clear that Kaspi.kz is not seeking to renegotiate or withdraw from the transaction. The company's language in the update was unambiguous in reaffirming its commitment to the SPA signed in March, with the sole outstanding issue framed as one of regulatory timing rather than any commercial disagreement between the parties. That distinction is important for investors tracking the deal, as it removes uncertainty about whether the delay reflects any deterioration in the agreed terms or the strategic rationale for the acquisition.
Once BRSA clearance is obtained, the transaction will also be subject to any other applicable approvals, including competition authority review where required under Turkish or Kazakh law. Kaspi.kz has not specified a more precise date within mid-2026 for the expected close, retaining some flexibility around a schedule that ultimately depends on the pace of official decision-making by the regulatory body. The company is expected to provide further updates to investors as the approval process advances and greater clarity on timing becomes available.