Co-operative Bank of Kenya has issued a cautionary notice to shareholders and the investing public after its board approved a planned corporate reorganization that would see the lender and its subsidiaries placed under a new group holding structure.
In a statement on Wednesday, April 22, the bank said the move is still subject to shareholder approval and other regulatory clearances before it can be implemented.
"The Board of Directors of The Co-operative Bank of Kenya Limited wishes to inform its shareholders and the general public that it has, subject to the approval of the Shareholders of the Bank and receipt of all other corporate and regulatory approvals, approved the corporate reorganization of the Bank and its subsidiaries into a Group structure with a Non-Operating Holding Company at the apex in line with Section 13 (1)(e) of the Banking Act," the statement read.
The lender explained that the restructuring process is being carried out within the existing legal and regulatory framework governing the banking and capital markets sectors.
"The proposed Reorganization is being undertaken in accordance with the Banking Act Cap 488 of the Laws of Kenya, the applicable Prudential Guidelines issued by the Central Bank of Kenya, the Capital Markets Act Cap 485A of the Laws of Kenya and the Regulations and Guidelines issued thereunder," the statement added.
According to the bank, the planned changes are intended to strengthen efficiency and support future growth.
"The reorganization is expected to enhance Co-opbank Group's operational efficiency and establish a robust structure for sustained growth and further expansion," the statement continued.
According to the statement, as part of the proposal, the currently listed bank would transition into a holding company structure.
The banking business would then be transferred to a newly created subsidiary.
"The Co-operative Bank of Kenya Limited, as presently constituted and listed on the Nairobi Securities Exchange, shall be converted into a non-operating holding company under the name Co-opbank Group PLC, subject to all requisite regulatory and shareholder approvals.
"A new company, Co-op bank Kenya Limited, shall be incorporated to undertake and carry on the banking business in Kenya, subject to all requisite regulatory approvals," the statement further read.
The bank clarified that several approvals are still required before the plan can proceed.
"Please note that the proposed reorganization remains subject to the receipt of all requisite regulatory, statutory and shareholder approvals, including approvals from the Central Bank of Kenya, the Capital Markets Authority, the Registrar of Companies and other relevant regulators," the statement noted.
As such, it urged investors to remain cautious when trading its shares as the process continues.
"In the meantime, shareholders and the investing public are advised to exercise caution when dealing in the shares of the Bank. The Public will be kept updated of progress of the re-organization, which will be presented for consideration at the forthcoming Annual General Meeting of the Bank," the statement concluded.
Elsewhere, this comes months after NCBA Group 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 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.
-1776776655.jpg)
