Nedbank takes control of NCBA after completing Sh23.2 billion deal

Nedbank takes control of NCBA after completing Sh23.2 billion deal

The acquisition makes NCBA a subsidiary of Nedbank, although the lender will retain its listing on the NSE, with approximately 34 per cent of its issued shares remaining in public hands.

South African banking group Nedbank has officially taken control of NCBA Group PLC after completing the acquisition of 66 per cent of the Kenyan lender’s issued ordinary shares.

The transaction involved the transfer of 1,087,362,891 NCBA shares, with Nedbank paying shareholders more than Sh23.2 billion in cash and issuing 43.6 million new shares.

NCBA announced on Wednesday that the transaction was finalised on November 3 through a block trade at the Nairobi Securities Exchange (NSE), following approval by the Capital Markets Authority (CMA).

The acquisition makes NCBA a subsidiary of Nedbank, although the lender will retain its listing on the NSE, with approximately 34 per cent of its issued shares remaining in public hands.

According to Nedbank’s final results, shareholders submitted 1,316,022,844 shares for purchase, representing 79.88 per cent of NCBA’s issued share capital, exceeding the 66 per cent stake the South African lender had offered to acquire.

Of these, 920,425,367 shares, representing 55.87 per cent, were accepted under shareholders’ pro rata entitlement. A further 395,597,477 shares, equivalent to 24.01 per cent, were submitted through excess applications, but only 166,937,524 shares, representing 10.13 per cent, were accepted.

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Nedbank accepted all valid applications within shareholders’ initial entitlement but reduced excess applications on an equitable pro rata basis because the total number of shares offered exceeded the available allocation.

“Shares that were not accepted remained registered in the names of the respective shareholders,” the Bank said.

The final results followed an earlier announcement on July 21, 2026, when Nedbank reported that shareholders holding 1,316,357,895 shares, representing 79.90 per cent of NCBA’s issued shares, had accepted the offer. However, the final reconciliation by the Processing Agent established the accepted tendered shares at 1,316,022,844.

As part of the settlement, Nedbank issued 43,631,052 new shares at ZAR 250 each and paid Sh23,228,613,860.87 to accepting shareholders.

The payment covered shareholders entitled to receive a combination of cash and shares, those receiving their entire consideration in cash, and the settlement of fractional share entitlements.

The offer, contained in a document dated April 17, 2026, closed on July 10, 2026, at 5:00 pm East African Time. It became unconditional on October 21, allowing the parties to proceed with the final transfer.

Nedbank further disclosed that neither it nor its subsidiaries held any NCBA shares when the offer document was issued. It also did not acquire or agree to acquire additional NCBA shares outside the offer during the offer period, which ran from May 28 to July 10, 2026.

Trading in NCBA shares resumed on November 3 after being suspended on October 21 to facilitate reconciliation of the share register and implementation of the transaction.

Shareholders seeking clarification on their allocations or payments have been directed to Custody & Registrars Services Limited through [email protected] or their stockbrokers. Nominee participants will receive holding statements from Kestrel Capital Nominee Services Limited and can contact Escrow Financial Solutions Registrars through +254 710 888 000 or [email protected].

Meanwhile, NCBA has appointed two senior Nedbank executives, Michael Howard Davis and Anél Bosman, as non-executive directors, with both appointments taking effect on November 3, 2026.

Davis serves as Nedbank’s Chief Financial Officer and an Executive Director. He has more than 28 years of experience in financial services, having previously worked at BoE Bank Limited and Deloitte, where he specialised in banking, treasury and risk management.

He holds a Bachelor of Commerce (Honours) degree and a Postgraduate Diploma in Accountancy from the University of KwaZulu-Natal. He is also a Chartered Accountant (SA) and has completed an Advanced Management Programme at INSEAD.

In November 2024, he was named CFO of the Year by CFO South Africa.

Bosman is the Chief Executive of Nedbank Corporate and Investment Banking, where she has served for approximately 24 years. She began her career as a trader before progressing to Head of Risk at Nedbank Capital, then serving as Chief Financial Officer and Head of Strategy. She was appointed Chief Operating Officer of the cluster in 2011 and later led the Markets business between 2015 and 2020.

She holds a Bachelor of Commerce degree in Econometrics from the University of Johannesburg, a Master of Philosophy in Economics from the University of Cambridge and has undertaken an Advanced Management Programme at Harvard University.

In a separate appointment, NCBA named Esther Wanjiku Kung’u as its Group Company Secretary. Kung’u joined the group through NCBA Insurance Company Limited in 2008 and has since risen through various positions to her current role.

She is an Advocate of the High Court of Kenya, a Certified Public Secretary (CPS-K) and holds an Executive Master of Business Administration from Moi University.

The board congratulated the three appointees and expressed confidence that they would contribute to the continued growth and governance of NCBA Group PLC.