NCBA Group shareholders will receive cash and stock in Nedbank Group worth Sh116.3 billion in exchange for ceding a 66 percent stake in the Kenyan lender to the South African giant.
Investors in Nairobi Securities Exchange-listed NCBA will pocket Sh23.24 billion in cash and also take 43.63 million shares of Nedbank valued at Sh93 billion, based on the multinational’s latest trading price of 272 rand (Sh2,133) on Tuesday.
They were allotted the Nedbank shares at a discount price of 250 rands (approximately Sh1,928.50), meaning that they will sit on capital gains of at least Sh8.9 billion once they take possession of the shares.
Nedbank announced the results of the offer on Tuesday, saying it managed to achieve its target of a 66 percent stake or 1.087 billion shares, handing it control of Kenya’s fifth-largest bank by assets.
The South African bank announced its bid for the NCBA stake in January 2026 under a plan that would see participating investors receive 80 percent of their compensation in Nedbank shares and 20 percent in cash.
The stock option was done at a conversion rate of 4.02994 shares for every 100 NCBA shares. For purposes of the conversion, the Nedbank shares were priced at 250 rand (Sh1928.50) using the deal’s exchange rate.
The cash option was meanwhile priced at Sh105 per NCBA share, with investors holding up to 7,519 shares being limited to a cash-only option that makes it easier for them to realise the value of their shares.
This meant that the stock option was largely limited to the bank’s larger shareholders, who include the families of founding President Jomo Kenyatta and former Central Bank of Kenya (CBK) governor Philip Ndegwa.
In May, Nedbank disclosed that top NCBA shareholders owning 77.54 percent of the bank had committed to fully participate in the offer.
By offering 66 percent of their holdings, these top owners ensured that Nedbank would net a minimum stake of 51.2 percent, before the participation of other investors.
The large shareholders also stood ready to put in additional shares in the event the offer was not sufficiently subscribed by other investors, effectively guaranteeing its success.
In a regulatory filing published on Tuesday, Nedbank said it received an initial offer from NCBA owners to sell 920.65 million shares, or 55.88 percent of the bank’s issued shares. Participating investors then offered an additional 395.7 million shares (24.02 percent) in excess applications to help fill the gap.
In order to limit itself to the planned 66 percent stake, Nedbank rejected 228.99 million shares from the excess applications.
This means that some shareholders, including the Kenyattas and Ndegwa’s, could end up ceding a larger stake than initially planned in the sale, if they were among those who made available excess shares to push the offer over the line.
The Ndegwas’ First Chartered Securities Limited currently controls a 14.94 percent stake or 246.14 million shares of NCBA, and the Kenyattas’ Enke Investments Limited owns 13.2 percent or 217.49 million shares in the bank. Businessman Muhoho Kenyatta also holds 12.75 million shares directly in NCBA.
By fully committing to the tender offer, the Ndegwa family was to offload at least 162.46 million NCBA shares to Nedbank, while the Kenyattas' commitment stood at 143.54 million shares through Enke and 8.4 million units via Mr Muhoho’s stake.
The two families stood to earn a combined Sh22 billion from the deal through their stock and cash option, but this amount could now be higher depending on whether they were among those who put up additional shares to support the offer.
The deal also represented a good opportunity for the long-term owners of NCBA to realise the value of their stock relative to historical acquisition cost, thanks to the premium on the sale price.
The 1.087 billion shares that Nedbank is buying are valued at Sh97 billion at the NSE today, compared to the value of Sh116.3 billion the owners are realising by selling the stock to Nedbank.
The historical capital gain is even larger, given that the market price of NCBA shares has been inflated in recent months in reaction to the disclosure of the Nedbank transaction in January, and earlier reports of interest in the Kenyan bank by South Africa’s Standard Bank Group.
From October 14, 2025, when Bloomberg reported that Standard Bank was exploring an acquisition of NCBA through its local subsidiary Stanbic Holdings, the share began to rally, rising from Sh69.50 to Sh96.25 within the span of one week.
The momentum continued after the January 21, 2026 announcement of Nedbank’s offer, pushing the stock to a record high of Sh98.25, before easing back to the present value of Sh89.25.
For retail investors, the rally has provided an opportunity for large capital gains, with those tendering their shares to Nedbank in line for an even bigger gain once the deal is settled.
NCBA 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.
