Nedbank Gets Mandatory Offer Waiver in NCBA Acquisition Plan

Nedbank Group Limited has received a regulatory boost in its bid to acquire a controlling stake in NCBA Group PLC after the Capital Markets Authority (CMA) granted it an exemption from making a mandatory takeover offer for all shares.

In a public announcement on Monday, February 23, the bank said the development clears one of the major conditions tied to Nedbank’s plan to acquire approximately 66 percent of NCBA’s issued ordinary shares from existing shareholders on a pro rata basis.

"The general investing public and the shareholders of NCBA Group PLC (NCBA) are referred to the press announcement circulated on 22 January 2026 with respect to Nedbank Group Limited’s (Nedbank or the Offeror) intention to acquire c. 66% of the issued ordinary shares in NCBA (NCBA Shares) from its existing shareholders on a pro rata basis (the Offer) (the Announcement)," the announcement read.

The bank explained that the transaction was subject to regulatory approval from the CMA, particularly an exemption from the requirement to extend a mandatory takeover offer for 100 percent of NCBA shares.

"The Offer is conditional upon, inter alia, Nedbank obtaining an exemption from the Capital Markets Authority (CMA) from the requirement for Nedbank to extend a mandatory takeover offer for 100% of NCBA Shares in terms of the Capital Markets (Takeovers and Mergers) Regulations, 2002 (the CMA Exemption) by no later than 31 May 2026," the statement added.

Nedbank has now confirmed that this condition has been met with the CMA formally granting the exemption on Thursday, February 19.

"Nedbank is pleased to advise the general investing public and NCBA’s shareholders that on 19 February 2026 the CMA granted the CMA Exemption, thereby fulfilling the condition detailed in paragraph 2.1 above," the statement continued.

Despite securing the waiver, the bank clarified that the offer process is not yet complete, as other conditions must still be satisfied or waived before the transaction can proceed.

"The general investing public and NCBA’s shareholders are further advised that the Offer is still subject to the fulfilment or waiver, as the case may be, of the remaining conditions set out in paragraphs 10.2 – 10.4 of the Announcement," the statement explained.

In addition to the regulatory milestone, Nedbank disclosed that it has secured further backing from NCBA shareholders through irrevocable undertakings to accept the offer.

"Nedbank is pleased to advise the general investing public and NCBA’s shareholders that it has secured additional Irrevocable Undertakings such that the aggregate of all Irrevocable Undertakings to accept the Offer… has increased to 77.54% (from 71.2% as per the Announcement) of the total number of NCBA Shares," the statement noted.

Earlier in the month, Nedbank formally tabled a multibillion-shilling bid to acquire a controlling stake in NCBA Group Plc.

The proposed transaction, which values the targeted stake at about Ksh110 billion based on the offer terms, would see Nedbank acquire effective control of NCBA while retaining a substantial public float on the Nairobi Securities Exchange (NSE).

In a public notice on Monday, February 9, NCBA informed shareholders and the investing public that Nedbank had served it with an Offeror’s Statement outlining the structure, conditions and strategic rationale of the proposed deal.

The offer is structured as a partial pro rata acquisition rather than a full takeover, subject to regulatory approvals in Kenya and other jurisdictions.

NCBA said Nedbank intends to acquire approximately two-thirds of the bank through a share-based and cash consideration extended to existing shareholders.

NCBA explained that the offer would allow shareholders to tender up to 66 per cent of their holdings, with limited scope to tender excess shares depending on final allocations.

"The Offer will be implemented on a partial pro rata basis, such that NCBA Shareholder will be entitled to tender up to 66 per cent of the shareholding with the opportunity to tender excess shares subject to satisfying compliance with the terms of the Offer document," the notice added.

Under the proposal, shareholders who accept the offer will receive a mix of Nedbank shares and cash, with equity forming the bulk of the consideration.

"The consideration payable under the Offer for every 100 NCBA Shares tendered and accepted (adjusted to a pro rata basis as required) will comprise: (a) 80% of the consideration, settled through the issue of 4,099,494 ordinary shares in Nedbank; and (b) 20% of the consideration, settled in cash in the amount of KES 2,000,000 (Cash Portion)," the notice continued.

NCBA further disclosed the pricing basis for the Nedbank shares to be issued, anchoring the valuation to South African market prices and prevailing exchange rates.

"The Nedbank ordinary shares (Nedbank Shares) to be issued pursuant to the Offer will be issued at a price of ZAR 250.00 per Nedbank Share, determined by applying the KES/ZAR spot exchange rate of 7.7143 as at the close of business in South Africa on 18 December 2023," the notice further read.

The announcement noted that not all shareholders will receive Nedbank shares, with certain categories instead receiving cash-only consideration.