South Africa’s Nedbank Group has raised the cash component of its bid to acquire a 66 percent controlling stake in Kenya’s NCBA Group, increasing the cash offer from Sh21.9 billion to Sh31.6 billion a rise of Sh9.7 billion to accommodate NCBA investors who will not be taking up shares in the South African firm.
The revision, announced on March 3, 2026, builds on a transaction that Nedbank first unveiled on January 21, 2026, when it submitted an offer to acquire approximately 66 percent of NCBA Group for a total purchase consideration of around 13.9 billion rand, based on a Nedbank issue price of ZAR 250.00 per share. The proposed consideration was structured as a 20 percent cash portion and 80 percent new Nedbank ordinary shares listed on the Johannesburg Stock Exchange.
Under the revised terms, Nedbank will issue a maximum of 43.8 million of its shares to NCBA shareholders who accept the offer, while the increased cash envelope gives the bank more flexibility in receiving acceptances from small investors and major institutions constrained from investing in JSE-listed companies.
The updated structure carves out specific cash only pathways for two categories of investors. The offer sets an ownership threshold that limits those who would otherwise be eligible to receive fewer than 200 Nedbank shares to take their compensation entirely in cash. Separately, institutional investors whose mandates prohibit them from holding Nedbank shares are also to be paid only in cash, even if their NCBA holdings would otherwise entitle them to a significant ownership stake in the South African firm. Nedbank noted that the latter accommodation remains subject to confirmation of investment restrictions and its overall cash capacity.
For retail investors, the cash only option applies to those holding fewer than 9,400 NCBA shares, who will receive Sh105 per share for the stock they tender. Investors taking up the standard offer will receive their compensation at a ratio of 4.02994 Nedbank shares per 100 NCBA shares tendered, with those shares priced at a significant discount to the prevailing JSE market price.
The deal has been advancing steadily through regulatory channels. On February 19, 2026, Kenya’s Capital Markets Authority granted Nedbank an exemption from local takeover rules that would otherwise have required it to make a mandatory offer for 100 percent of NCBA shares once certain ownership thresholds were crossed. The exemption removes a key regulatory constraint under the CMA’s takeovers framework, and the offer remains subject to further approvals from banking and competition regulators across multiple jurisdictions.
Shareholder support has also strengthened since the deal was first announced. Nedbank said shareholders representing 77.54 percent of NCBA have agreed to accept the offer, up from 71.2 percent in January.
Nedbank Group CEO Jason Quinn said the proposed acquisition represents a milestone in the bank’s strategy to grow its southern and East African footprint. Quinn has pointed specifically to NCBA’s digital capabilities as a key driver of the premium being paid, noting that the Kenyan lender has technologies he believes are scalable and can be deployed in Nedbank’s home market and other geographies.
NCBA, formed in 2019 through the merger of NIC Group PLC and Commercial Bank of Africa Limited, serves more than 60 million customers across 122 branches, manages KES 665 billion in assets, and disburses more than KES 1 trillion in digital loans annually.
If completed, NCBA will become a subsidiary of Nedbank, while the remaining 34 percent of its shares will continue to trade on the Nairobi Securities Exchange. The transaction is expected to be concluded by the third quarter of 2026, subject to regulatory approvals.
