Nedbank’s offer for 66% of NCBA turns unconditional, shares to be suspended from October 21

Get breaking business news on WhatsApp

South Africa’s Nedbank Group has cleared the last conditions of its offer to buy about 66% of NCBA Group PLC, setting up a two-week suspension of NCBA shares on the Nairobi Securities Exchange before the lender changes hands in early November.

In an announcement released through the NSE after the close of business on Monday, Nedbank said all the conditions attached to the offer “have been fulfilled or, where legally capable of waiver, waived, and that the Offer has accordingly become unconditional in all respects.”

The notice will also run on the Johannesburg Stock Exchange’s news service and in two Kenyan daily newspapers on Wednesday, October 21. Under the offer rules, that publication date is the settlement date for the deal.

Close to 80% of NCBA shares were tendered

The offer, set out in an offer document dated April 17, 2026, closed at 5pm on July 10. Each shareholder could tender up to 66% of their holding and apply for more, up to their full stake.

According to Monday’s notice, valid acceptances covered 920,652,658 shares, or 55.88% of NCBA’s issued shares, under shareholders’ pro rata entitlements. A further 395,705,237 shares, or 24.02%, came in as excess applications. In total, holders of 1,316,357,895 shares, or 79.90% of the bank, said yes.

Because Nedbank is buying only 1,087,362,891 shares, excess applications will be scaled back. On the indicative figures, about 166.7 million shares are left for excess applicants once pro rata acceptances are met, or roughly 42% of what they asked for, before the final reconciliation. Nedbank said the figures are indicative and that the processing agent still has to prepare a final reconciled acceptance list.

Once the deal settles, Nedbank will hold 66% of NCBA. Other shareholders will keep 560,156,641 shares, or 34%, out of 1,647,519,532 issued. Nedbank said it did not own any NCBA shares when it served the offer and did not buy any during the offer period from May 28 to July 10.

What shareholders who accepted will receive

For every 100 NCBA shares accepted, the offer pays KSh2,100 in cash and 4.02994 new Nedbank shares. Shareholders who would end up with fewer than 200 Nedbank shares, or who cannot hold them, are paid entirely in cash at KSh10,500 per 100 NCBA shares, or KSh105 a share. Nedbank’s original offer announcement said the share portion makes up 80% of the consideration and the cash 20%, with the Nedbank shares issued at R250 each using a fixed exchange rate of 7.7143 shillings to the rand.

Valued at KSh105 a share, the cash-only rate, the 66% stake comes to about KSh114 billion.

Nedbank’s investor page on the transaction says ordinary shareholders cannot choose to take only cash. Full cash payment applies only to holders who would receive fewer than 200 Nedbank shares and to institutional investors that are barred from investing offshore and so cannot hold JSE-listed shares.

Timetable to completion

NCBA shares will be suspended from trading from the close of business on Wednesday, October 21 to the close of business on Monday, November 2 so that the share register can be reconciled. Trading is expected to resume on or about Tuesday, November 3.

On the same day, the NCBA shares will move to Nedbank through a block trade on the NSE’s Block Trade Board. Nedbank shares and cash payments to accepting shareholders will go out from November 3. Final results of the offer are due on or about Wednesday, November 4.

NCBA will stay listed on the NSE after the transaction. The bank has subsidiaries in Kenya, Uganda, Tanzania, Rwanda and Ghana, according to the offer document.

The deal is the second change of control in Kenyan financial services this month, after Mudavadi-linked buyers agreed to buy two insurers from Absa. Our breakdown of NCBA’s largest shareholders shows who held the bank before the offer. Our earlier coverage looks at how listed bank stocks have performed this year, and at foreign investor flows on the NSE.