NCBA Confirms Completion of Nedbank’s Partial Offer, Announces Board Changes

NCBA Group PLC has confirmed the completion of Nedbank Group Limited’s partial offer to acquire a 66 per cent stake in the Kenyan financial services group.

In a statement on Wednesday, November 4, NCBA disclosed that the transaction was completed on Tuesday, November 3, following the transfer of 1,087,362,891 ordinary shares from accepting shareholders to Nedbank through an on-market block trade at the Nairobi Securities Exchange (NSE).

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The acquisition made NCBA a subsidiary of Nedbank, which now holds a controlling 66 per cent stake in the company, while the remaining 34 per cent is owned by other shareholders.

"NCBA is pleased to advise NCBA Shareholders and the investing public that the Offer has now completed in line with the previously indicated timing," the statement read.

According to NCBA, in the final results announced by Nedbank, shareholders tendered a total of 1,316,022,844 NCBA shares, representing 79.88 per cent of the company's issued share capital. 

However, Nedbank accepted 1,087,362,891 shares, equivalent to 66 per cent of NCBA's issued shares.

The final settlement involved the issuance of 43,631,052 new Nedbank Group shares at a settlement price of ZAR 250 per share, alongside an aggregate cash payment of Ksh23,228,613,860.87 to accepting shareholders.

The cash settlement covered shareholders entitled to the cash portion of the consideration, those receiving their entire consideration in cash and payments for fractional share entitlements.

Following the transaction, Nedbank Group held 1,087,362,891 NCBA shares, while other shareholders retained 560,156,641 shares.

Despite the change in ownership, NCBA confirmed that it would retain its listing at the Nairobi Securities Exchange, with members of the public continuing to hold approximately 34 per cent of its issued shares.

"Following completion of the Transaction, NCBA continues to be listed on the NSE with approximately 34% of its issued shares held by the public," the statement added.

Alongside the ownership changes, NCBA announced the appointment of two new non-executive directors to its board, effective November 3, 2026.

The appointments involved Michael Howard Davis, the Chief Financial Officer and an Executive Director of Nedbank Group Limited, and Anél Bosman, the Chief Executive of Nedbank Corporate and Investment Banking.

Davis brings more than 28 years of experience in financial services, having worked in financial management, banking, treasury, risk, capital and balance sheet management, as well as regulatory and corporate governance oversight.

Bosman, on the other hand, brings approximately 24 years of experience at Nedbank, having progressed through several senior management positions since joining the financial institution.

In a further leadership change, NCBA announced the appointment of Esther Wanjiku Kung'u as its Group Company Secretary.

Kung'u joined the NCBA Group through NCBA Insurance Company Limited in 2008 and has progressively advanced through various positions within the organisation to her current role.

"The Board congratulates Michael, Anél and Esther on their appointments and looks forward to their contribution to the continued growth and governance of NCBA Group PLC," the statement further read.

This development comes a day after NSE lifted the suspension of trading in NCBA Group shares. 

In a notice on Tuesday, November 3, the exchange announced that the suspension, which took effect at the close of trading on Wednesday, October 21, has been lifted.

"The Nairobi Securities Exchange Plc (NSE) hereby notifies the investing public and market participants that the suspension of trading in the ordinary shares of NCBA Group Plc, which took effect at the close of trading on Wednesday, 21 October 2026, will be lifted with effect from Tuesday, 3 November 2026," the statement read in part.

However, NSE said trading in NCBA shares will be temporarily halted on Tuesday to facilitate the execution of a block trade through the NSE Block Trade Board.

The exchange said the temporary trading halt was necessary to facilitate the orderly execution and settlement of the transaction. 

"Following the lifting of the suspension, trading in NCBA Group Plc shares will be temporarily halted on Tuesday, 3 November 2026, to facilitate the execution of a block trade through the NSE Block Trade Board, pursuant to the acquisition by Nedbank Group Limited of approximately 66% of the issued ordinary shares of NCBA Group Plc," the statement added.