South Africa’s Nedbank Group has juggled a plan to take partial over the Kenyan lender by securing commitments from investors holding 77. 54 percent of NCBA Group shares.

The number of shares that have been made available to project this transaction, has gone up from 71. 2 percent of the shares held that was revealed a month ago. Nedbank is thus sufficiently committed to its proposal to acquire approximately 66 percent of NCBA. The offer is still subject to some additional regulatory and customary approvals as spelled out in the transaction circular of January.

In a key decision, the Capital Markets Authority (CMA) has allowed Nedbank to be exempt from a rule that would have required it to make a mandatory offer for 100 percent of NCBA if it crossed certain ownership thresholds.

The waiver removes the obligation for a full takeover bid and thus reduces the cost and regulatory complexity of the transaction. Without the exemption, Nedbank would have
been required to launch a mandatory offer for all the remaining shares once it surpassed the key ownership milestones.

The CMAs approval was due by May 31, 2026,
thus clearing a critical regulatory barrier and allowing the South African lender to proceed.

If the deal goes through, the banking link between Kenya and South Africa will become stronger and the move may lead to a change in the competitive landscape of the Kenyan banking industry.

Kenyas financial sector has lately seen more consolidation and an increased level of foreign participation.

Among the deals of late, Nigerias Zenith Bank has made an offer to purchase Paramount Bank Kenya. That indicates West African countries interest in the Kenyan market is on the rise.

Access Bank Plc bought rundown +100% of National Bank of Kenya from KCB Group. This transaction in early 2025 further deepens the trend of mergers and acquisitions.

Moreover, Moniepoint Inc. has bought a 78% stake in Sumac Microfinance Bank in 2025.

According to analysts, Nedbank buying a major stake in NCBA would be one of the biggest cross-border banking transactions in the region over the last few years. This step might bring capital inflow, diversification of product offerings, and greater regional integration. However, it might also lead to more intense competition among the leading banks.

As the shareholders commitments have exceeded the required level and the regulatory waivers have been obtained, the focus is now on the completion of other conditions and the closing of the transaction.

Once the deal is done, Kenya will be further established as a major regional banking hub in Africa.

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