Kaspi.kz, the Kazakhstan-headquartered fintech and payments group listed on the Nasdaq under the ticker KSPI, signed a share purchase agreement on 27 March 2025 to acquire Rabobank A.Ş., the Turkish subsidiary of Dutch agricultural lender Rabobank Group. The transaction marks a material expansion of Kaspi's presence in Turkey, a market the company has identified as a core growth destination outside its domestic Kazakhstani base, where it operates a dominant super-app platform spanning payments, marketplace services, and consumer lending.
The deal was announced via a press release issued through GlobeNewswire, confirming that the SPA had been executed but that transfer of ownership remains conditional. Rabobank A.Ş. will continue to operate under its existing Turkish banking licence and management arrangements until all closing conditions are satisfied, at which point the shareholding will transfer to Kaspi. The agreement formalises an acquisition that had been anticipated by market observers following Kaspi's earlier public statements regarding its Turkish expansion ambitions.
TURKISH REGULATORY APPROVAL REQUIRED
Completion of the transaction is subject to approval from the Banking Regulation and Supervision Agency of Turkey, known by its Turkish acronym BRSA. The BRSA conducts rigorous fit-and-proper assessments of proposed acquirers of Turkish-licensed banks, reviewing the financial soundness, governance structures, and strategic intentions of incoming shareholders before sanctioning a change of control. The timeline for the review process will depend on the complexity of the application, the completeness of documentation submitted by Kaspi, and the agency's own supervisory caseload.
Rabobank A.Ş. operates as a separately capitalised Turkish banking entity, regulated directly by the BRSA and distinct in its legal and balance sheet structure from its Dutch parent. Its commercial activities have historically been oriented towards agri-food financing and corporate banking, areas that reflect the Rabobank Group's global sectoral identity. Under Kaspi's ownership, the subsidiary's commercial orientation would be expected to evolve in line with the acquirer's broader strategy of building consumer-facing digital financial services in the Turkish market.
KASPI'S TURKEY STRATEGY TAKES SHAPE
Kaspi has been building out its Turkish market position through a combination of organic product launches in payments and e-commerce and targeted acquisitions of licensed financial infrastructure. Turkey's large population, youthful demographic profile, high smartphone penetration, and significant unmet demand for digital financial services make it a natural candidate for a super-app model of the kind Kaspi has refined in Kazakhstan over the past decade. A locally chartered bank provides the regulatory foundation for deposit-taking and a broader range of credit products that cannot be offered through a non-bank entity operating under a payments or electronic money licence.
The company's Nasdaq listing has provided access to international capital markets that support the financing of offshore acquisitions without relying solely on domestic Kazakhstani funding. Analysts who follow Kaspi have noted that securing a Turkish bank licence through acquisition is a more efficient path to scale than applying for a greenfield licence, given the time and regulatory capital requirements involved in the latter route. The acquisition remains pending, with Rabobank Group retaining full ownership of Rabobank A.Ş. until BRSA approval is received and all conditions to closing are met.