Can you explain what I will receive if I accept the offer?
The Offer is intended to be structured as a partial pro rata offer to acquire c. 66% of the issued NCBA ordinary shares from all NCBA shareholders, such that each shareholder is entitled to tender c. 66% of its beneficial holding.
For every 100 NCBA shares that you own, you will receive a. cash amounting to KES 2 100 and b. 4.02994 ordinary shares of Nedbank.
If, upon acceptance of the Offer, you are entitled to receive less than 200 Nedbank shares, you will receive your full settlement in cash. In this case, the consideration is deemed to be KES 10 500 per 100 NCBA Shares, adjusted on a pro rata basis as required.
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If I accept the offer, can I opt to receive the payment just in cash?
No, the same offer is being extended to all NCBA shareholders who will receive their consideration as KES 2 100 in cash and 4.02994 shares of Nedbank for every 100 NCBA shares owned.
Shareholders will only full receive cash payment under the following circumstances:
- If the NCBA shareholder is an institutional investor who is prohibited from investing offshore and thus, cannot hold JSE-listed shares; and
- If the NCBA shareholder will be entitled to receive fewer than 200 Nedbank shares.
The offer shall be deemed accepted once a duly completed Form of Acceptance and Form of Instruction are submitted to C&R by the Closing Date.
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What is the effective price?
NCBA shareholders will receive their consideration as KES 2 100 in cash and 4.02994 shares of Nedbank for every 100 NCBA shares owned.
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Will Nedbank list the new issued Nedbank shares on the NSE?
No, the newly issued Nedbank shares will only be listed on the JSE.
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What will happen to the NCBA shares listed on the NSE that will be acquired by Nedbank?
The NCBA shares will remain listed on the Nairobi Securities Exchange (NSE).
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Do I have to accept the offer?
No, you do not have to accept the offer. NCBA will remain listed on the NSE. Please consult your stockbroker, investment bank or financial advisor for guidance on assessing the offer. By choosing not to participate in the offer, you will continue to remain a shareholder in NCBA, which will remain listed on the Nairobi Securities Exchange.
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What happens if I don’t accept the offer?
You will retain your existing NCBA shares. NCBA will remain listed on the NSE.
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What does the Posting date mean?
Posting Date is the reference date used to determine which shareholders on the register are sent the Offer Documents. If you did not receive documents (or acquired shares after Posting Date), the Offer will still be available to you. You can obtain documents via your broker/Authorised Acceptance Agent or the C&R Portal.
NCBA shares will be trading throughout the Offer Period and shareholders who purchase NCBA shares after the Posting Date become eligible to participate in the Offer. These shareholders can contact their broker or the Data Processor for Offer Documents. Shareholders who acquire shares after Posting Date and up to the Closure Date will still be eligible to participate.
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Aside from getting acceptances from NCBA shareholders regarding the offer, are there other conditions that would need to be met before the transaction is closed?
Yes, there are conditions that will need to be met including the receipt of regulatory approvals in the applicable jurisdictions. The conditions are outlined in detail in the Offer Document.
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What are the important dates of this offer?
Opening Date of the Offer: 28 May 2026.
Closing Date of the Offer: 10 July 2026.
Settlement Date: Date of announcement that the Offer has become unconditional. Settlement of the Consideration for acceptances received complete in all respects is expected within 14 trading days after the Offer becomes unconditional.
Commencement of transfer of shares of NCBA to the Offeror via a Block Trade and Settlement of Nedbank Shares and dispatch of cash payments to NCBA Shareholders who have accepted the Offer: From the 10th trading day after the Settlement Date.
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Which documents do I need to submit to accept the offer?
You will need to complete the Form of Acceptance (FOA) through the online C&R Portal (https://nedbankoffer.candr.africa) or submit physical copies to your Authorised Acceptance Agent.
In addition, you will only need to submit a Form of Instruction (FOI) and/or CSDP-related documentation if you are required to receive (or elect to receive) Nedbank Shares into a South African securities account.
You will also be asked to provide supporting documents depending on how your shares are held and how you will receive settlement:
For Individuals:
- Copy of your ID or Passport duly certified by an advocate (or your stockbroker).
- Latest statement of account or account confirmation issued by the relevant CSDP (if applicable).
- Proof of payment details ie redacted bank statement, cancelled cheque or other supporting documentation acceptable to Processing Agent.
For Corporates:
- Copy of your Certificate of Incorporation/Registration duly certified by an advocate (or your stockbroker).
- Copy of your official search results (CR12 or equivalent) dated within 3 months of the Closing Date and duly certified by an advocate (or your stockbroker).
- Latest statement of account or account confirmation issued by the relevant CSDP (if applicable).
- Proof of payment details ie redacted bank statement, cancelled cheque or other supporting documentation acceptable to Processing Agent.
If signed under a Power of Attorney:
- Certified copy of the Power of Attorney (or a notarized copy of Power of Attorney in case of a non-Kenyan entity or an individual who is not in Kenya).
- Power of Attorney should be registered at the documents registry in Kenya pursuant to Registration of Documents Act.
For Certificated Shareholders, please provide the following:
- All original share certificates or a signed original indemnity if the share certificates are unavailable.
If you are unsure which documents apply to you, please contact your broker/custodian or C&R for guidance before submitting your acceptance.
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What documents do I need to provide if NCBA shareholder is deceased or undergoing probate?
Please submit the following in addition to the FOA and FOI:
- Certified copy of their death certificate and surrender of the national identification document notice or copy of their identification document together with the applicable probate documents (duly certified by the duly authorised representative of the issued court in Kenya) ie
- Copies of letters of administration
- Grant of probate
- Certificate of confirmation of grant of letters of administration
- Certificate of confirmation of grant of probate or resealed grant of probate.
- Latest statement of account or account confirmation issued by the relevant CSDP (if applicable).
- Proof of payment details ie redacted bank statement, cancelled cheque or other supporting documentation acceptable to Processing Agent.
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How do I accept the Offer?
You can accept the offer by submitting a duly completed FOA and FOI (if applicable) through the C&R Portal or submit physical copies to your Authorised Acceptance Agent with the supporting documentation before the Closing Date.
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Is there an Independent Financial Advisor opinion available?
Yes, this was prepared by Faida Investment Bank and can be accessed through the NCBA website and through the C&R Portal https://nedbankoffer.candr.africa.
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Will this Offer be subject to an NCBA Shareholder resolution during the AGM?
No. This is a decision to be made by individual NCBA shareholders.
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Will NCBA continue to pay dividends and what happens to dividends already declared?
Yes, NCBA will continue to pay dividends in line with its dividend policy. Dividends already declared will be paid to NCBA shareholders on the register on the record date.
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Is there a minimum number of shares that one can offer?
No, there is no minimum.
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Can I sell my shares during the offer period?
Yes, you can. However, if you have accepted the Offer and sold your shares, you will only receive payment for the shares available to be acquired by Nedbank at the Settlement Date.
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Will NCBA shares be suspended during the offer period?
No, NCBA shares will continue to trade during the offer period and up to the Settlement Date.
The NCBA shares will be suspended from trading after the Settlement Date for 10 days to enable a final reconciliation of the register and processing for settlement and payment of the consideration.
Any temporary trading restriction/suspension would be communicated by the NSE/CMA in line with market rules and the settlement process.
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If I accept the offer when will settlement happen?
The Settlement Date will be when the offer has been become unconditional ie all regulatory approvals have been received. Consideration of the NCBA shares will be made by the 10th day after the Settlement Date.
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Can I withdraw my Acceptance to the Offer once submitted?
Yes, as long as this is done before Closing Date.
Accepting shareholders who submit online can log into their personalized acceptance page and withdraw their application through the C&R Portal.
Shareholders who are submitting a physical FOA should contact their broker and also send an email to nedbankoffer@candr.africa. If the Processing Agent does not receive communications regarding the withdrawal request through your broker, or through the email address indicated above, your Offer will not be withdrawn. It is your responsibility to ensure proper communications are done and received by the Data Processor before Closing Date.
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Can I tender more than 66% of my shares?
Yes, you can. However, acceptance of excess shares tendered will be subject to the scaling and allocation mechanics as set out in the Offer Document and thus, there is no guarantee that all of the excess shares will be accepted.
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Who is the Processing the Agent?
Custody & Registrars Services Limited.
