NCBA Group PLC has announced that South Africa’s Nedbank Group Limited intends to acquire a controlling stake in the Kenyan lender through a partial tender offer. The proposed transaction targets 1,087,362,891 ordinary shares, representing approximately 66% of NCBA’s issued share capital, at a price of KES 105 per share, valuing the bank at 1.4 times its book value.

But the fun part is how you get paid. If you’re an NCBA shareholder, you don’t just get cash. You get 20% cash, nice, crisp shillings. And then you get 80% in Nedbank shares. Which is… not cash. It’s stock in a South African bank, listed on the JSE.

So you’re selling NCBA, but you’re not really leaving NCBA. You’re just swapping your Kenyan bank exposure for South African bank exposure. It’s like trading one set of headaches (Kenya’s interest rates, regulation, competition) for another set (South Africa’s interest rates, regulation, competition). Congratulations, you’re diversified.

NCBA Transaction Details

Under the terms of the offer:

• Shareholders who participate will receive 20% of their consideration in cash.
• The remaining 80% will be settled in Nedbank ordinary shares, listed on the Johannesburg Stock Exchange (JSE).
• Following completion, 34% of NCBA’s shares will remain listed on the Nairobi Securities Exchange (NSE), ensuring continued local investor participation.

Nedbank, headquartered in South Africa, is a diversified financial services group with a primary listing on the JSE and a dual listing on the Namibia Securities Exchange.

NCBA Shareholder Commitments

Nedbank has disclosed that it has secured irrevocable undertakings from shareholders holding approximately 71.2% of NCBA’s shares to accept the tender offer in respect of their pro-rata entitlement. If fully taken up, Nedbank will control about 66% of NCBA’s issued capital, with the possibility of increasing its stake by up to 5% depending on excess applications.

Regulatory Approvals

The transaction is subject to regulatory clearance from:

• The Capital Markets Authority (CMA)
• The Central Bank of Kenya (CBK)
• Relevant competition authorities

Nedbank has indicated that it will apply to the CMA for an exemption from making a full takeover offer for NCBA’s entire issued capital, as required under Kenya’s Take-over Regulations. The South African lender has also confirmed its intention to maintain NCBA’s listing on the NSE after the deal.

NCBA Leadership Changes

Separately, NCBA announced senior leadership changes. Tirus Mwithiga, Group Director of Corporate & Investment Banking Advisory Business, has tendered his resignation effective January 31, 2026, to pursue an external opportunity. Mwithiga, who joined NCBA in 2020, played a key role in retail banking before moving to corporate advisory in 2025. James Gossip, Managing Director Kenya, will provide interim leadership pending recruitment of a substantive replacement.

The Investor Math

If you’re an NCBA shareholder, here’s your decision tree:

• Do you want cash? You get 20%.
• Do you want stock? You get 80%.
• Do you want to stay Kenyan? You keep the 34% that remains listed on the NSE.
• Do you want to be South African? You take the Nedbank shares.

It’s less “selling out” and more “moving sideways.”

NCBA Market Impact

The NCBA Board has cautioned shareholders and the public that the tender offer may have a material effect on the price of NCBA’s securities. Investors are advised to exercise caution when trading NCBA shares on the NSE until further announcements are made.

By offering NCBA shareholders a hybrid payout; 20% in cash and 80% in Nedbank shares, the deal invites investors to participate in a broader regional banking narrative while retaining a foothold in the Nairobi Securities Exchange. The structure is technically sophisticated, balancing immediate value with long-term upside, and signaling confidence in NCBA’s fundamentals.

As regulatory approvals unfold and leadership transitions take shape, NCBA stands at the intersection of local resilience and continental ambition. For investors, analysts, and market watchers, the guiding questions remain:

• Where does NCBA go from here?
• How will Nedbank’s influence reshape NCBA’s strategy, governance, and growth trajectory?
• And what does this mean for the future of banking in Kenya and beyond?