NCBA Group investors holding up to 7,519 shares will only receive a cash payout of Sh105 per share for the stocks they will sell to South Africa’s Nedbank Group.
Limiting small investors to an all-cash option makes it easier for them to realise the value of their shares.
Those with 7,520 NCBA shares or more have been offered a cash-and-stock compensation since they will satisfy the condition of being allotted at least 200 shares of Nedbank.
Converting a small portfolio of NCBA shares into Nedbank stock is likely to be uneconomical owing to the impact of taxes, commissions and bank charges on foreign income and transactions.
Nedbank’s offer document shows that NCBA investors with 7,519 shares or less will be able to tender up to 66 percent of the stocks for a cash payment of Sh105 per share.
An investor with 1,000 shares, for instance, will be entitled to sell 660 stocks for a total of Sh69,300.
One with 5,000 shares can sell 3,300 units for Sh346,500. At the cut-off point of 7,519 shares, an investor will qualify for 199.99 Nedbank shares, relegating them to a cash payout of Sh521,067 for the 4,963 stocks they will be entitled to sell.
The threshold has prompted some investors to either reduce or expand their portfolio of NCBA shares to position themselves for an all-cash payout or a larger stake in Nedbank.
This cut-off means that most individual investors –whose portfolio has a market value of less than Sh1 million— will be paid in cash if they accept Nedbank’s offer.
The Nairobi Securities Exchange-listed firm had 11,912 shareholders with holdings of between one and 500 shares as of December 2025, according to regulatory filings.
Another 13,389 investors had portfolios ranging from 501 and 5,000 shares.
The filings show that 1,853 of the bank’s shareholders held between 5,001 and 10,000 shares.
Unlike the top NCBA investors who have committed to sell their shares to Nedbank, many retail shareholders may also not be willing to invest in the South African bank.
The cash-only option is also open to shareholders whose investment policy does not allow them to take up Nedbank shares. NCBA shareholders can tender 66 percent of their holdings to Nedbank. Out of this pool of shares, 80 percent of the units will be converted into Nedbank shares at a rate of 4.02994 shares for every 100 shares.
The Nedbank shares are priced at 250 rand (Sh1,928.5) using the deal's exchange rate.
The remaining 20 percent of the shares will be bought in cash at a rate of Sh2,100 for every 100 shares or Sh21 apiece. NCBA owners may apply to sell more shares to Nedbank in case there is undersubscription.
