By The Central Bank of Kenya (CBK) said on Monday it had approved South Africa’s Nedbank Group Limited’s acquisition of up to 66% of NCBA Group PLC, clearing a major regulatory hurdle in one of East Africa’s largest banking deals.
The CBK said in a statement that it granted approval on August 28 under Section 13(4) of the Banking Act. The transaction will take effect once the parties complete the deal in accordance with the terms of their agreement.
NCBA Group’s Managing Director, John Gachora, said in a separate statement that the lender was “grateful to the Central Bank of Kenya for its thorough review and approval of the transaction,” adding that NCBA remained “committed to ensuring that the transition is managed responsibly and in the best interest of our customers, employees, shareholders and the broader financial sector.”
The transaction is structured as a combination of cash and Nedbank shares, with eligible NCBA shareholders offered 4.02994 Nedbank shares and 2,100 Kenyan shillings in cash for every 100 NCBA shares held, according to terms announced by Nedbank.
Nedbank’s tender offer closed on July 10, 2026, according to NCBA’s press release. Valid acceptances covered approximately 79.9% of NCBA’s issued ordinary share capital, an oversubscription of 121% against the shares sought under the offer, NCBA said.
Completion is expected towards the end of the third quarter of 2026, with settlement due to accepting shareholders within 14 trading days after the offer becomes unconditional.
Once completed, Nedbank’s acquisition of up to 66% would make it the controlling shareholder of NCBA, while the remaining roughly 34% of shares would continue trading publicly on the Nairobi Securities Exchange (NSE).
NCBA said the CBK’s sign-off, as its primary regulator, followed approvals from several other authorities, including South Africa’s Prudential Authority and Financial Surveillance Department, the Capital Markets Authority of Kenya, the National Bank of Rwanda, the Bank of Tanzania, the COMESA Competition and Consumer Commission, the East African Community Competition Authority, the Tanzanian Fair Competition Commission and the ECOWAS Regional Competition Authority.
NCBA said remaining approvals were progressing in line with their timelines.
The CBK said it “welcomes this transaction as it will ensure continued stability and enhance the resilience of the Kenyan banking sector” and would promote competition.
NCBA Group, headquartered in Nairobi, was formed in 2019 through the merger of NIC Group and Commercial Bank of Africa, and is listed on the NSE. It operates banking subsidiaries in Kenya, Uganda, Tanzania and Rwanda, along with a joint venture in Cote d’Ivoire, and has diversified into stockbroking, insurance, investment banking and leasing, according to the CBK statement.
Nedbank Group is a public company incorporated and headquartered in South Africa, with a primary listing on the Johannesburg Stock Exchange and a secondary listing on the Namibia Securities Exchange.
It offers banking, investment, insurance and stockbroking services and operates through subsidiaries in Lesotho, Mozambique, Namibia, Eswatini and Zimbabwe.
Nedbank Group Chief Executive Jason Quinn said when the deal was first announced that the two institutions had “highly complementary strengths.” Nedbank announced its intention to acquire the roughly two-thirds stake in NCBA in January as part of a strategy to build a stronger foothold in East Africa.
The deal brings together NCBA’s established regional banking business with Nedbank’s larger capital base and corporate banking capabilities.
For Nedbank, the acquisition offers direct entry into Kenya’s banking market alongside access to NCBA’s regional operations. Kenya is East Africa’s largest economy and a regional hub for banking, trade and investment.
The transaction comes as South African banks increasingly look beyond their domestic market for growth in economies with expanding demand for financial services, part of a wider trend of consolidation in African banking as regional lenders seek greater scale.
Some reports have valued the transaction at around $855 million, or roughly 116.3 billion Kenyan shillings, though final figures depend on the cash-and-share consideration accepted by shareholders and prevailing exchange rates.
The CBK’s approval marks a significant step but does not complete the transaction. The deal must still proceed in line with the agreed terms and any remaining conditions before Nedbank formally assumes its stake in NCBA. NCBA said a further announcement would be made once the offer becomes unconditional in all respects.
If completed, the acquisition would rank among the largest cross-border banking transactions in East Africa in recent years, and would leave NCBA operating as a subsidiary of a Johannesburg-listed parent while retaining its Nairobi Securities Exchange listing.
