NSE Announces Suspension of NCBA Shares [Details]

The Nairobi Securities Exchange (NSE) has announced the suspension of trading in NCBA Group PLC ordinary shares and related futures contracts from the close of trading on Wednesday, October 21.

In a notice, the exchange said the suspension would remain in force until the close of trading on Monday, November 2, to facilitate the completion of a transaction involving Nedbank Group Limited.

"The Nairobi Securities Exchange Plc (NSE) hereby gives notice that trading in the ordinary shares of NCBA Group PLC on the Main Investment Market Segment and futures contracts on those shares on the NSE Derivatives Market shall be suspended from the close of trading on Wednesday, 21 October 2026," the notice said.

According to NSE, the suspension followed an announcement by Nedbank Group Limited that its offer to acquire approximately 66 per cent of the issued ordinary shares of NCBA Group PLC had become unconditional in all respects.

"The suspension follows Nedbank Group Limited’s announcement that its offer to acquire approximately 66% of the issued ordinary shares of NCBA Group PLC has become unconditional in all respects," the notice added.

NSE said the temporary suspension was intended to allow the reconciliation of NCBA's share register and the implementation of the acquisition transaction.

"It is intended to facilitate reconciliation of the share register and implementation of the transaction," the notice further read.

NSE indicated that trading in NCBA shares and the associated futures contracts was expected to resume on Tuesday, November 3, subject to the completion of the reconciliation process.

"Subject to completion of the reconciliation process, trading in NCBA Group PLC shares and the related futures contracts is expected to resume on Tuesday, 3 November 2026. 

"The transfer of shares to Nedbank Group Limited pursuant to the offer is scheduled to be effected through a block trade on the NSE Block Trade Board on the same date," the notice read.

Earlier in the year, Nedbank 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.

It 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 read.

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 added.

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.