NCBA Group has issued a cautionary statement to its shareholders and the investing public regarding a proposed transaction that could see South Africa’s Nedbank Group Limited acquire a controlling stake in the Kenyan lender.

In a statement on Wednesday, January 21, the bank cautioned that the proposed transaction could materially affect the price of its securities on the Nairobi Securities Exchange.

As such, NCBA Group has urged investors to exercise care when trading in NCBA shares as regulatory processes and shareholder decisions unfold.

"The Tender Offer may have a material effect on the price of NCBA's securities. Accordingly, NCBA shareholders, investors and the public are advised to exercise caution when dealing in NCBA's securities on the Nairobi Securities Exchange," the statement read.

NCBA disclosed that it had been formally notified by Nedbank of its plan to acquire a majority stake through a partial tender offer targeting about 66 per cent of the bank’s shares.

The bank clarified that the offer will not be compulsory and will only involve shareholders who choose to sell their shares under the specified terms.

"The Board of Directors of NCBA Group PLC (NCBA) wishes to announce to its shareholders and the investing public that on 21 January 2026 NCBA was served with a notice of intention (Notice of Intention) by Nedbank Group Limited (Nedbank) to acquire approximately 1,087,362,891 ordinary shares in NCBA (comprising circa 66 per cent) from the shareholders of NCBA by means of a partial tender offer (Tender Offer).

"The Tender Offer will be open to all shareholders of NCBA and Nedbank will only acquire shares from those shareholders who express their wish to sell their shares in NCBA by tendering their shares for sale to Nedbank on the terms to be specified in the Tender Offer," the statement added.

NCBA further noted that Nedbank currently has no ownership stake in the group and does not control any of its shares, apart from commitments already secured from certain shareholders.

"Nedbank does not directly or indirectly, either by itself or any related companies or any persons associated with it, own or control any shares in NCBA and, save for the irrevocable undertakings referred to below and received from certain shareholders of NCBA, it does not have an option to acquire any shares in NCBA. Additionally, none of the Directors of Nedbank hold any shares in NCBA," the statement further read.

NCBA also revealed that Nedbank has already obtained binding commitments from shareholders representing a substantial majority of NCBA’s shareholding to accept the tender offer on a pro-rata basis.

"Nedbank has advised NCBA that it has received irrevocable undertakings from shareholders holding in aggregate approximately 71.2 per cent of the ordinary shares in NCBA to accept the Tender Offer in respect of their pro-rata entitlement (and, where applicable, to participate in excess applications), on certain terms and conditions," the statement continued.

NCBA explained that if the tender offer is fully taken up, Nedbank would emerge as the controlling shareholder, while still operating within the limits of Kenya’s takeover regulations.

The bank noted that Nedbank intends to seek regulatory relief from the obligation to make a full takeover offer for all NCBA shares, while maintaining the group’s public listing.

"If the Tender Offer is fully taken up, Nedbank will control approximately 66 per cent in the issued share capital of NCBA, and Nedbank has also indicated an alternative scenario where such shareholding by Nedbank in NCBA may increase but shall not exceed its targeted shareholding by more than 5 per cent, in accordance with the terms of the Tender Offer. The Tender Offer shall trigger the provisions of regulations 3(1) and 4 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (the Takeover Regulations).

"Nedbank has in the Notice of Intention indicated that it intends to apply to the Capital Markets Authority (the CMA) for an exemption from the requirement to make a take-over offer to acquire the entire issued capital of NCBA pursuant to regulation 5(1) of the Take-over Regulations. Nedbank has further confirmed its intention to maintain NCBA's listing on the Nairobi Securities Exchange following completion of the Tender Offer," the statement noted.

NCBA added that the transaction remains subject to multiple regulatory approvals across relevant jurisdictions before it can be completed.

"The Tender Offer is subject to receipt of all required regulatory approvals customary for transactions of this nature in all applicable jurisdictions, including from the CMA, the Central Bank of Kenya and the applicable competition authorities," the statement concluded.

This comes weeks after the East African Breweries PLC (EABL) issued a similar notice to its shareholders, investors, and the public following notification of an imminent transaction involving its parent company, Diageo PLC.

In a statement on Wednesday, December 17, the company warned that the proposed deal could materially affect the price of EABL’s securities and urged market participants to exercise caution as further announcements are awaited.

The EABL Board of Directors said it received formal communication from Diageo on Tuesday, December 16, regarding plans to sell its entire interest in Diageo Kenya Limited and UDV (Kenya) Limited to Asahi Group Holdings, subject to the fulfilment of regulatory conditions.

The Board noted that Diageo’s current shareholding means the transaction will result in a complete disposal of its stake in EABL.

EABL further disclosed that public shareholders hold a significant portion of its shares, and that Asahi intends to seek regulatory exemptions related to takeover requirements in the region.

The Board said Diageo and Asahi will issue separate announcements on the transaction, after which EABL will publish a further statement in line with regulatory requirements.

"Diageo has notified the Board that it and Asahi will be making separate announcements regarding the Transaction and, once made, the Board will make a further announcement in compliance with the Capital Markets (Public Offers, Listing and Disclosures) Regulations, 2023," the statement further read.

EABL cautioned that the transaction could have a material effect on the trading price of its securities across regional exchanges and advised restraint until more information is released.

"The Transaction may have a material effect on the price of EABL's securities. Accordingly, until further announcements are made, EABL shareholders, investors and the public are advised to exercise caution when dealing in EABL's securities on the Nairobi Securities Exchange, the Uganda Securities Exchange and the Dar es Salaam Stock Exchange," the statement concluded.