Kenya’s Capital Markets Authority (CMA) has granted South Africa’s Nedbank Group a key exemption in its bid to acquire a controlling 66 percent stake in NCBA Group, clearing a major regulatory hurdle in one of East Africa’s largest cross-border banking deals.
The exemption, approved on February 19, 2026, releases Nedbank from the requirement to make a mandatory takeover offer for all remaining NCBA shares once it crosses the control threshold. The decision allows the South African lender to proceed with a partial acquisition while maintaining NCBA’s listing on the Nairobi Securities Exchange and preserving domestic public ownership.
The deal has gained strong momentum, with shareholders representing 77.54 percent of NCBA’s issued shares now committed to accepting the offer, up from 71.2 percent when the transaction was first announced in January. Based on the transaction structure, these commitments translate into a potential 51.17 percent controlling stake.
“This level of shareholder support effectively guarantees Nedbank a controlling position independent of other shareholders’ decisions,” the bank said in a public notice dated February 23. NCBA Group Managing Director John Gachora described Nedbank as an “ideal partner,” highlighting its strong balance sheet and market leadership in South Africa.
The acquisition is structured as a partial pro-rata tender offer, allowing each NCBA shareholder to tender up to 66 percent of their holdings. Consideration comprises 80 percent in Nedbank ordinary shares listed on the Johannesburg Stock Exchange and 20 percent in cash. For every 100 NCBA shares tendered, shareholders will receive 4.02994 newly issued Nedbank shares and a cash payment of KSh 2,100, using a fixed KSh/ZAR exchange rate of 7.7143. Institutional investors unable to hold offshore-listed shares or entitled to fractional Nedbank shares will receive full consideration in cash at KSh 10,500 per 100 NCBA shares.
The transaction is valued at approximately 13.9 billion South African rand, equivalent to roughly 109.9 billion Kenyan shillings, making it one of the largest cross-border banking deals in East Africa in recent years.
While the CMA exemption clears a major regulatory step, several conditions remain before completion. These include approvals from the Central Bank of Kenya, the Competition Authority of Kenya, the COMESA Competition Commission, and other relevant regulators across multiple jurisdictions. Nedbank expects the deal to close within six to nine months, subject to these approvals and standard interim conduct provisions.
Analysts say the transaction reflects growing interest from regional banks in cross-border expansion and consolidation, with Nedbank gaining access to Kenya’s rapidly growing financial sector while NCBA benefits from stronger capital backing and regional integration.
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The deal also underscores the trend of South African lenders seeking strategic partnerships across East Africa, following moves by Standard Bank and Absa to strengthen regional operations.
The partial acquisition allows both banks to align operations without fully delisting NCBA, a strategy aimed at maintaining local investor confidence while enabling Nedbank to influence strategic decisions and expand its footprint in East Africa.
The CMA’s decision marks a pivotal moment in the transaction, providing clarity on regulatory compliance and investor protection ahead of the final tender process.
South Africa’s Nedbank Group has been pursuing a controlling stake in Kenya’s NCBA Group PLC as part of a regional expansion strategy into East Africa. NCBA is one of Kenya’s largest commercial banks, with a significant retail and corporate banking footprint. The proposed acquisition, announced in January 2026, involves a partial pro-rata tender offer allowing each shareholder to sell up to 66 percent of their holdings, with consideration structured as 80 percent in Nedbank shares and 20 percent in cash.
The deal is valued at roughly 13.9 billion South African rand (approximately 109.9 billion Kenyan shillings) and represents one of the largest cross-border banking transactions in East Africa in recent years. Regulatory approval is required from multiple authorities, including Kenya’s Capital Markets Authority (CMA), the Central Bank of Kenya, the Competition Authority of Kenya, and regional regulators such as the COMESA Competition Commission.
In February 2026, the CMA granted an exemption from mandatory takeover rules, allowing Nedbank to proceed without needing to acquire 100 percent of NCBA shares, a key step in the transaction. Shareholder support has grown steadily, with irrevocable undertakings from investors representing 77.54 percent of total issued NCBA shares, ensuring Nedbank can secure a controlling stake.
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The acquisition reflects broader trends in African banking, where South African lenders, including Nedbank, Standard Bank, and Absa, are seeking to expand their footprint across the continent, taking advantage of strong regional growth prospects while consolidating operations to achieve scale and synergies. For NCBA, the partnership provides access to stronger capital resources, strategic support, and enhanced cross-border integration.
The partial acquisition structure preserves NCBA’s listing on the Nairobi Securities Exchange, allowing local investors to retain public ownership while Nedbank gains influence over strategic decision-making. Completion of the deal is expected within six to nine months, subject to regulatory approvals and standard interim provisions.
