Kenya’s banking regulator has approved South Africa’s Nedbank Group to acquire up to 66% of NCBA Group, removing one of the biggest remaining hurdles in a transaction that will give Nedbank a controlling East African banking platform. The approval was granted on August 28, 2026 under Section 13(4) of the Banking Act.
The deal, first announced in January, values the proposed 66% stake at about R13.9 billion and is structured mainly as a share exchange rather than a cash takeover. Once completed, NCBA will become a Nedbank subsidiary while retaining a 34% public shareholding and its Nairobi Securities Exchange listing.
Key Overview
- Nedbank has regulatory approval from CBK to acquire up to 66% of NCBA Group.
- NCBA shareholders tendered 1.316 billion shares, equal to 79.9% of issued shares, well above the 66% stake Nedbank sought.
- The acquisition is valued at about R13.9 billion and uses an approximately 80% Nedbank-share and 20% cash consideration.
- For every 100 NCBA shares accepted, qualifying shareholders receive KSh 2,100 in cash plus 4.02994 newly issued Nedbank shares.
- NCBA reported KSh 12.4 billion in profit after tax for the first half of 2026, up 12.2% year-on-year.
- The acquisition gives Nedbank an established footprint across Kenya, Uganda, Tanzania and Rwanda, alongside NCBA’s broader financial-services businesses.
CBK Approval Moves the Deal Closer to Completion
The regulatory decision marks a major milestone in a takeover process that began when Nedbank announced its intention in January to acquire approximately two-thirds of NCBA.
CBK said the transaction would support continued stability, strengthen the resilience of Kenya’s banking sector and promote competition. However, the approval does not by itself mean the transaction has already settled. The acquisition becomes effective once the parties complete the transaction in accordance with the offer terms and remaining completion requirements.
Shareholder support has not been a constraint. When the tender closed on July 10, valid acceptances covered 79.9% of NCBA’s issued shares, substantially more than Nedbank intends to buy.
That oversubscription means allocations must be scaled so that Nedbank ends up with approximately 1.087 billion NCBA shares, or 66% of the company, rather than the full amount tendered.
What NCBA Shareholders Receive
The transaction is unusual because most of the purchase price is being paid in shares rather than cash. Nedbank priced the deal at around R13.9 billion using an issue price of R250 per Nedbank share, with approximately 80% of the consideration delivered through newly issued Nedbank shares and 20% in cash.
Under the published offer terms, shareholders receive KSh 2,100 in cash and 4.02994 Nedbank shares for every 100 NCBA shares accepted into the transaction. Shareholders whose allocation would result in fewer than 200 Nedbank shares receive cash instead under the offer’s small-shareholder provisions.
The share component means participating investors are not simply exiting NCBA. Many will exchange part of their direct exposure to NCBA for ownership in the larger Johannesburg-listed Nedbank Group, introducing exposure to Nedbank’s wider African operations, its share-price performance and movements in the South African rand.
The remaining 34% of NCBA will continue to be held publicly, allowing investors who retain shares to remain directly exposed to NCBA after the change in control.
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Nedbank Gains an East African Growth Platform
For Nedbank, the acquisition provides something that would take years to build organically: an established banking network in East Africa, a recognised local brand and access to a large digital customer base.
NCBA operates banking subsidiaries in Kenya, Uganda, Tanzania and Rwanda, while its broader group includes investment banking, stockbroking, insurance and leasing businesses. The group also has operations and partnerships extending into other African markets.
The transaction fits Nedbank’s strategy of expanding beyond its core Southern African footprint. Before the deal, the group had only a representative-office presence in East Africa, making NCBA a significantly faster route into one of the continent’s larger and more diversified banking markets.
NCBA also enters the transaction from a position of earnings growth. Its first-half 2026 results showed profit after tax rising 12.2% to KSh 12.4 billion, while operating income increased 15.1% to KSh 40.7 billion. Total assets reached KSh 739 billion and customer deposits rose 11% to KSh 551 billion.
Regional banking subsidiaries in Uganda, Tanzania and Rwanda generated a combined KSh 1.6 billion in profitability during the half year, strengthening the strategic argument for Nedbank’s East African expansion.
What the Deal Means for Kenya’s Banking Sector
The transaction will create an unusual structure in which one of Kenya’s major listed banking groups remains quoted locally while being majority controlled by a Johannesburg-listed parent.
That could give NCBA access to a deeper capital base, cross-border corporate banking expertise and additional capacity to fund regional growth. Nedbank has specifically highlighted opportunities to combine NCBA’s local and digital strengths with its own corporate and investment-banking capabilities.
For Kenya, the acquisition also continues a broader trend of international and regional banking groups using acquisitions to gain scale rather than building new operations from scratch.
The key question now shifts from whether shareholders and CBK will support the deal to how Nedbank and NCBA execute after completion. Maintaining NCBA’s local brand, management strength and digital momentum while extracting regional synergies will determine whether the R13.9 billion investment ultimately delivers the growth Nedbank is seeking.
Sources: Central Bank of Kenya / Nedbank Group / NCBA Group / Reuters / The Kenyan Wall Street
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