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Nedbank’s plan to buy a controlling stake in Kenya’s NCBA Group moved a step closer after the country’s capital markets regulator granted the South African lender an exemption that reshapes how takeover rules will apply to the deal.
The Johannesburg listed bank said on Monday that Kenya’s Capital Markets Authority granted relief from a requirement that could have forced it to make a mandatory offer for all remaining NCBA shares under local takeover regulations. The waiver is one of the conditions attached to Nedbank’s proposed acquisition, which targets about 66% of NCBA, leaving the balance to continue trading on the Nairobi Securities Exchange.
The transaction, valued at about 13.9 billion rand ($870 million), is structured as a mix of cash and Nedbank shares. If completed, NCBA would become a subsidiary of Nedbank while keeping its brand and local leadership, positioning the combined group to compete more aggressively across East and Southern Africa.
In Kenya, the deal has also brought renewed attention to the shareholder register of NCBA, one of the region’s better known financial services groups. The bank’s largest stakes are held by some of the country’s most prominent business and political families, with the Ndegwa family being the top shareholder through its investment vehicle First Chartered Securities, holding about 14.94%.
Close behind is the Kenyatta family, linked to a stake of about 13.2% through Enke Investments, a holding that has long drawn interest because of the family’s role in Kenya’s political and commercial history.
Other significant holders frequently listed among the top shareholders include D&M Management Services LLP at roughly 11.5%, Brookshire Limited at about 8.63%, and additional nominee and investment vehicles that together make up a concentrated ownership base by public market standards.
Nedbank said shareholder support for its offer has strengthened, with irrevocable undertakings now covering about 77.54% of NCBA’s shares, a level that signals firm backing from major holders as regulatory steps continue.
The waiver does not complete the deal on its own, but it clears a meaningful procedural obstacle and keeps momentum on a transaction that could reshape the balance of banking power in East Africa’s biggest financial hub.
