Nedbank Group has received a regulatory waiver in Kenya that allows it to proceed with its plan to acquire about 66% of NCBA Group without launching a full takeover.
Kenya's Capital Markets Authority granted the exemption on Feb. 19, 2026. The waiver relieves Nedbank from rules that would have required it to make a mandatory offer for 100% of NCBA once certain ownership thresholds were crossed.
The South African lender first announced the proposed transaction on Jan. 21. Under the current structure, Nedbank plans to buy shares from existing investors in proportion to their holdings rather than pursue a full buyout.
Without the waiver, the bank would have had to offer to acquire all outstanding shares, increasing the cost and complexity of the deal.
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Nedbank said shareholders representing 77.54% of NCBA have agreed to accept the offer, up from 71.2% in January. The level of acceptances reduces execution risk for the partial acquisition.
The offer remains subject to additional regulatory and customary approvals.
If completed, the transaction would expand Nedbank's presence in Kenya, one of East Africa's largest banking markets, and deepen cross-border consolidation within the region's financial sector.
Key Takeaways
Kenya's banking sector has seen increased consolidation and foreign participation over the past decade. NCBA, formed through the merger of NIC Bank and Commercial Bank of Africa in 2019, is one of the country's largest lenders with a regional footprint. For Nedbank, the acquisition provides entry into East Africa's expanding financial services market. Kenya's banking industry is characterized by high mobile money penetration, strong retail lending growth and regional expansion into markets such as Uganda, Tanzania and Rwanda. Partial acquisitions allow foreign banks to gain strategic influence without absorbing full ownership risk. The CMA waiver preserves Nedbank's intended capital allocation while avoiding a mandatory full bid. The deal reflects a broader trend of African banks pursuing cross-border growth to diversify earnings and capture scale in fast-growing markets.
