Nedbank NCBA transaction

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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Key dates

* These dates have been approved by the Kenyan Capital Markets Authority (CMA) but are subject to change and are indicative only.