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Nedbank’s partial bid for NCBA draws 79.9% acceptances, mixing new shares with KSh23.24bn cash

Nedbank Group Limited says its offer to acquire approximately 66% of NCBA Group plc closed on 10 July 2026 with indicative acceptances covering 1 316 357 895 NCBA shares (79.90% of shares). Nedbank will issue about 43 626 646 new Nedbank ordinary shares and pay c. Kenyan shillings 23.24 billion (c. South African rand 2

Nedbank Group says its offer to buy about two-thirds of Kenyan lender NCBA Group has closed with investors indicating they will tender 79.90% of NCBA’s shares. In plain terms, far more shares were offered into the deal than Nedbank set out to acquire. The bank expects to settle the transaction using a mix of roughly 43.6 million newly issued Nedbank ordinary shares and about Kenyan shillings 23.24 billion in cash.

The proposal was a partial offer, meaning Nedbank sought control but not 100% ownership. Because acceptances exceeded the targeted stake, investors who tendered are likely to be scaled back on a proportional basis so that Nedbank ends up with around 66% of NCBA. “Indicative acceptances” are commitments received before final verification and settlement; they point to strong support but are not the same as completed transfers.

The mix of cash and newly created Nedbank shares matters for South African holders. Paying cash reduces Nedbank’s financial resources, while issuing new shares dilutes existing ownership and can spread future earnings over a larger share base. Using both levers at once helps balance financial strength and control ambitions, but it still changes the share count and capital position in ways investors will watch closely.

Strategically, a controlling stake in NCBA would deepen Nedbank’s footprint in East Africa through a sizable Kenyan banking platform, adding exposure to a faster-growing regional economy and diversified fee and lending streams. It also introduces new moving parts: currency swings between the Kenyan shilling and the South African rand, differences in regulation, and the task of aligning risk, technology, and corporate governance across borders.

From here, the key steps are verification of tenders, any pro‑rata scaling, regulatory clearances in both Kenya and South Africa, settlement of the cash portion, and the listing of the new Nedbank shares on the Johannesburg Stock Exchange. The final stake Nedbank records, the timing of approvals, and any updated guidance on capital ratios and integration plans will be the crucial markers to watch.

What this development signals: Nedbank's offer for ~66% of NCBA secured indicative acceptances for 79.90% of shares, involving issuance of ~43.6m Nedbank shares and KSh23.24bn cash. Watch the next communication from JSE SENS on NED for confirmation of direction and follow-through.

For more detail, read the full announcement.

Source: JSE SENS