Nedbank Group Limited wants to buy a controlling stake in NCBA Group PLC, and it is coming directly to shareholders to get it.
Through a partial pro rata tender offer, the South African banking group seeks to acquire approximately 1.09 billion NCBA shares, representing 66 percent of the company’s issued share capital. The offer opens on 28 May 2026 and closes on 10 July 2026.
What Nedbank is offering
For every 100 NCBA shares tendered and accepted, shareholders receive two things. First, 4.02994 ordinary Nedbank shares. Second, KES 2,100 in cash. The two components together form the consideration, structured as a share portion and a cash portion.
Shareholders who cannot receive Nedbank shares due to Kenyan legal or regulatory restrictions will receive their full consideration in cash. In that scenario, the cash payable rises to KES 10,500 per 100 NCBA shares, adjusted on a pro rata basis as set out in the Offer Document.
Fractional Nedbank share entitlements will be rounded down to the nearest whole number. The residual value of any fraction will be settled in cash at KES 2,084.40 per fractional share, added to and settled as part of the cash portion.
What 1.4x book value means for you
The offer values NCBA at 1.4 times its book value. Book value represents what the company is worth on its own balance sheet: total assets minus total liabilities, divided by the number of shares in issue. An offer pitched at 1.4 times that figure means Nedbank is paying a 40 percent premium above the accounting value of each share. In the context of bank acquisitions across Africa, a premium of this scale signals genuine conviction in NCBA’s growth trajectory.
Key dates
| Event | Date |
|---|---|
| Offer documentation posted | 24 April 2026 |
| Opening date | 28 May 2026, 9:00 AM EAT |
| Closing date | 10 July 2026, 5:00 PM EAT |
| Results announced | No later than 21 July 2026 |
| Settlement date | When offer becomes unconditional |
| Nedbank shares and cash dispatched | From 10th trading day after settlement |
NCBA will circulate the Form of Acceptance to shareholders on or before 28 May 2026. Missing the 5:00 PM EAT deadline on 10 July 2026 means missing the offer entirely.
How to participate
Once the Form of Acceptance reaches you, the process runs in three steps. Read the full Offer Documentation. Complete the Form of Acceptance and gather all required supporting documents. Submit everything to the authorised acceptance agents before the closing deadline.
For questions or assistance, contact the share registrar, Custody and Registrars Services Limited:
1st Floor, Tower B, IKM Place, 5th Ngong Avenue, Nairobi Tel: +254 20 790 9276 Email: info@candrgroup.co.ke
Shareholders can also access offer documents and submit acceptances online through the C&R Portal at nedbankofler.candraafrica.com.
Before you decide
Participation carries no obligation. This is a voluntary tender offer, and the decision to sell rests entirely with each shareholder.
The NCBA Board has reviewed the offer alongside an independent adviser and issued a formal recommendation. That recommendation, along with the full terms of the offer, appears in the Shareholders’ Circular. Read it in full before acting. Every shareholder’s circumstances differ, and what makes sense for one investor may not suit another.
The offer remains subject to regulatory approvals across applicable jurisdictions. NCBA has confirmed that the process moves in line with the timetable set out in the Offer Document, and the Capital Markets Authority has already granted an exemption from the requirement to make a mandatory takeover offer for all issued shares in connection with this transaction.
If there is any doubt about the right course of action, consult a stockbroker, investment banker or professional investment adviser before the offer closes.
