Nairobi — The Capital Markets Authority (CMA) has approved the circulation of offer documentation to NCBA Group shareholders, marking a key milestone in Nedbank Group Limited's partial pro-rata bid to acquire a majority stake in the Kenyan lender.
The approval allows NCBA to distribute the Offer Document, the Board's Shareholders' Circular, and an Independent Adviser's Circular prepared by Faida Investment Bank, setting the stage for shareholders to formally assess the terms of the proposed transaction.
Earlier, NCBA had issued a cautionary announcement in January, followed by disclosures in February confirming receipt of Nedbank's offeror statement and subsequent regulatory clearance allowing the South African lender to proceed with a partial offer instead of a full mandatory takeover.
The offer opens on 28 May 2026 at 9:00 am East African Time and closes on 10 July 2026 at 5:00 pm, with results expected no later than 21 July 2026.
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Nedbank is seeking to acquire up to 1,087,362,891 ordinary shares, representing approximately 66 percent of NCBA's issued share capital.
Each eligible shareholder will be allowed to tender up to 66 percent of their holdings under a pro-rata allocation mechanism.
Under the terms of the offer, every 100 NCBA shares accepted will be exchanged for 4.02994 Nedbank shares plus Sh2,100 in cash, subject to scaling.
Shareholders who are ineligible to receive Nedbank shares due to regulatory restrictions will receive full cash consideration of Sh10,500 per 100 shares.
NCBA confirmed that the CMA approval relates strictly to the circulation of documents and does not constitute an endorsement of the merits of the transaction.
The lender also emphasized that regulatory approvals across relevant jurisdictions remain ongoing.
Despite the proposed acquisition, NCBA will continue trading on the Nairobi Securities Exchange, with about 34 percent of its shares expected to remain in public hands, maintaining compliance with listing requirements.
The board, guided by an independent adviser, has issued its recommendation to shareholders, urging them to carefully review all documentation before making investment decisions.
"The CMA approval allows circulation of the Offer Documentation, which includes the Offer Document, Shareholders' Circular and Independent Adviser's Circular to NCBA shareholders."
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"Shareholders are advised to carefully consider the Board's recommendation and the full Offer Documentation before making a decision on whether to accept the offer."
The transaction remains subject to regulatory approvals and final conditions, with any changes to the timetable expected to be communicated through official notices.
