Nedbank has secured regulatory relief and stronger shareholder commitments in its proposed acquisition of NCBA Group, clearing a central hurdle in a transaction designed to deliver control without triggering a full takeover.
- •The Capital Markets Authority has granted Nedbank an exemption from the mandatory offer requirement, allowing the South African lender to proceed with a partial pro-rata offer capped near 66%.
- •The exemption removes a key regulatory constraint under CMA’s takeovers framework, which would otherwise require an acquirer crossing the control threshold to make an offer for all remaining shares.
- •Nedbank has also disclosed that irrevocable undertakings now cover 77.54% of NCBA’s issued shares, up from 71.2%at the time of the initial offer notice in January.
Nedbank sought the waiver to maintain NCBA’s listing on the Nairobi Securities Exchange and preserve domestic public ownership while executing a strategic investment.
Under the offer structure, Nedbank aims to acquire about 66% of NCBA through a partial tender open to all shareholders on equal terms. Each shareholder may tender up to 66% of their holding, with scaling mechanisms applied where excess shares are offered. The transaction limits Nedbank’s post-deal ownership while still delivering effective control.
The majority stake will be paid for in equity and cash with shareholders who accept receiving 80% of the value in Nedbank shares listed on the Johannesburg Stock Exchange and 20% in cash, with specific cash-only treatment for investors unable to hold offshore securities or receiving small share entitlements.
The offer remains subject to other approvals, including consent from banking and competition regulators across multiple jurisdictions. Nedbank expects completion in late 2026, subject to those conditions and standard interim conduct provisions.
