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Nedbank Offer Explained: What NCBA Shareholders Need to Know

This video provides a clear overview of Nedbank Group Limited’s partial pro-rata offer to acquire up to 66% of the ordinary shares in NCBA Group PLC. It explains how the offer works, what shareholders may receive, and the steps required to participate.

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Nedbank completes landmark NCBA deal, securing major East African foothold

 

Johannesburg, South Africa, 19 October 2026

 

Nedbank Group Limited today announced that its proposed acquisition of approximately 66% shareholding in NCBA Group PLC (NCBA) is complete making NCBA a subsidiary of Nedbank.

Nedbank Group CE Jason Quinn described the deal as the start of a new chapter and a major milestone for both organisations.

“This landmark transaction establishes a significant presence for Nedbank in East Africa and marks a decisive step forward in our African growth strategy. By connecting two strong banking platforms across Southern and East Africa, we are creating new opportunities for our clients and shareholders, while supporting greater trade, investment and growth across the continent. We are proud to welcome NCBA to the Nedbank Group.”

NCBA will continue to be listed on the Nairobi Securities Exchange, remain independently governed and retain its trusted brand and local leadership team. “The business will remain locally anchored and locally led, while gaining the scale, expertise and investment capacity to support further innovation, enhanced client service and solutions, career growth and broader economic opportunity across the region.” added Quinn. As Nedbank currently operates only a representative office in the region, no in-country operational integration is required.

NCBA Group Chief Executive Officer John Gachora said: “This is a proud moment for NCBA and a powerful endorsement of the strength of our business, our people and the markets we serve. NCBA has built a strong East African brand anchored on customer centricity and innovation. With the backing of Nedbank, we are now poised to boldly go after opportunities across the East African region, expand our footprint and bring to market a more sophisticated set of products. The name is the same, the people are the same, but the ambition and capabilities are tremendously magnified. This next phase in the chapter of NCBA, as a Nedbank company, will be one to watch.”

Shareholders representing 79.9% of NCBA’s shares in issue accepted the offer. Under the terms of the transaction, eligible NCBA shareholders who accepted the offer will receive consideration according to their applicable settlement option. Some shareholders will receive a combination of new Nedbank Group ordinary shares and cash, while others will receive cash only.

The transaction advances Nedbank’s African strategy by adding scale and diversification in high-growth East African markets, with Kenya serving as a regional financial hub and gateway to long-term value creation.

 

Issued by Nedbank Integrated Communications

Email: nedbankmedia@nedbank.co.za

Annaleigh Vallie

Phone: +27 (0)66 479 0936

Email: annaleighv@nedbank.co.za

 

Joanne Isaacs

Phone: +27 (0)78 800 4989

Email: joannei@nedbank.co.za

 

About Nedbank Group

 

Nedbank Group is a bank holding company listed on the JSE Limited, with a market capitalisation of R129bn at 30 June 2026. Nedbank is one of Africa’s largest banking groups, with operations in South Africa, Namibia, Eswatini, Mozambique, Lesotho, Zimbabwe, and with the acquisition of NCBA as of October 2026, Kenya, Uganda, Tanzania, Rwanda, and the Ivory Coast. As well as offshore presence in the Isle of Man and Jersey, Nedbank also provides international banking services for SA-based multinational and high-net-worth clients in London and Dubai. The group is a diversified financial services provider, offering a wide range of wholesale and retail banking and financial services to more than 8 million clients. Nedbank has maintained its level 1 BBBEE status for the past 8 years and rates in the top quartile of local and international banks on ESG scores.

 

About NCBA Group PLC

 

 

NCBA is a full-service banking group providing a broad range of financial products and services to Corporate, Institutional, SME and Consumer banking customers. NCBA operates a network of 122 branches across five countries, including Kenya, Uganda, Tanzania, Rwanda, and the Ivory Coast. Serving over 60 million customers, NCBA is the largest banking group in Africa by customer numbers. NCBA Bank Kenya is among the leading banks by assets. The Group continues to play a key role in empowering Africa’s economic ambitions. NCBA is a Market Leader in corporate banking, asset finance, and Digital Banking.

 

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Transaction overview
Background

On 21 January 2026 Nedbank Group submitted to the board of directors of NCBA, the Kenyan Capital Markets Authority (CMA), the Nairobi Securities Exchange (NSE) and the Competition Authority of Kenya (CAK) its notice of intention to acquire approximately 66% of the entire issued share capital of NCBA from NCBA shareholders, amounting to 1 087 362 891 ordinary NCBA shares.

The offer is intended to be structured as a partial pro rata offer to acquire approximately 66% of the issued NCBA ordinary shares  from all NCBA shareholders, such that each shareholder is entitled to tender 66% of its beneficial holding, with the opportunity to tender excess NCBA shares subject to scaling/allocation mechanics set out in the offer document.

The successful completion of the offer will result in Nedbank Group acquiring effective control of NCBA. After completion of the offer, the shareholders of NCBA will be Nedbank Group (66%) with the remainder being held by public investors on the NSE (34%).

 

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Rationale

Nedbank Group has identified East Africa as a region of significant strategic importance, underpinned by strong macroeconomic fundamentals; the size of its economy; a large and growing population; attractive growth prospects; and the primary trade corridor that links Africa with the Middle East, India and Asia, all supported by a robust regulatory environment and stable operating environment. By partnering with NCBA, a top tier-1 Kenyan bank with a growing presence in Rwanda, Tanzania and Uganda and a unique digital approach to Ghana and Ivory Coast, Nedbank Group is executing on its communicated strategy to diversify and grow its presence on the broader African continent, with a clear focus on the SADC and East Africa regions.

NCBA is one of East Africa’s most prominent financial institutions, operating across Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana. With 122 branches and serving over 60 million customers, NCBA has an established reputation for innovation, advanced digital banking services, excellence in asset finance, investment banking expertise and a strong regional presence. NCBA currently manages KES 665 billion (c. ZAR 84.4bn) in assets, disburses more than KES 1 trillion (c. ZAR 126.9bn) in digital loans annually, and has delivered an average return on equity of approximately 19% since 2021.

The proposed transaction brings together two organisations with highly complementary strengths. NCBA’s strong brand, regional network, digital capabilities and deep customer reach naturally align with Nedbank Group’s established Corporate and Investment Banking expertise, cross‑border structuring capabilities, and strong balance sheet. The combination positions NCBA as the cornerstone investment vehicle for Nedbank Group’s East African expansion while allowing it to retain its independent governance structures, local leadership, brand identity, and NSE listing. As Nedbank Group currently operates only a representative office in the region, no in‑country operational integration is required.

The proposed transaction offers Nedbank Group the opportunity to participate in NCBA’s growth trajectory and attractive shareholder returns, while enhancing NCBA’s access to capital and long-term sustainability. Access to an increased resource base will reinforce NCBA’s existing infrastructure and support the scaling of operations within Kenya and the broader East African region to continue its growth trajectory.

 

  'Nedbank has a strategic objective to grow and diversify outside of its core Southern Africa market, and we identified East Africa as a key growth region. We are therefore excited to partner with a strong and leading financial services firm such as NCBA to deliver on our growth ambitions'.
– Jason Quinn, Nedbank Chief Executive

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Offer documents

Pre-offer documents

Who to contact
NCBA shareholder portal

Website for NCBA shareholders to participate in the offer
Participate securely | NedBank offer to acquire 66% in NCBA

 

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Nedgroup Private Wealth Stockbrokers 

Assistance with JSE trading, custody and investment services.

https://onlinesharetrading.nedbank.co.za/#/overview

Email:

stockbrokersMS@nedbankprivatewealth.co.za
stockbrokersCT@nedbankprivatewealth.co.za

 

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Nominee accounts

Managed by JSE Investor Services who is the registrar for Nedbank Group Limited. JSE Investor Services has subcontracted Escrow Financial Solutions Registrars in Kenya who will be the point of contact for shareholders and Kestrel Nominees Limited will act as the Nominee.

Escrow Financial Solutions Registrars
MJI Business Park, 11th Floor
Westlands Road
Tel: +254 710 888000
Email: registrar@efsregistrars.com