Nedbank Group Limited has received regulatory approval from the Capital Markets Authority, granting it an exemption from making a mandatory 100 per cent takeover offer for NCBA Group PLC, clearing a key hurdle in its proposed acquisition of about 66 per cent of the lender.
In a public announcement dated February 23, 2026, the South African banking group said the exemption satisfies a key condition tied to its intention to acquire approximately 66 per cent of the issued ordinary shares in NCBA from existing shareholders on a pro rata basis.
“The Offer is conditional upon, inter alia, Nedbank obtaining an exemption from the Capital Markets Authority (CMA) from the requirement for Nedbank to extend a mandatory takeover offer for 100% of NCBA Shares… by no later than 31 May 2026,” the statement read in part.
Nedbank confirmed that the regulator granted the exemption on February 19, 2026, thereby fulfilling the condition.
“Nedbank is pleased to advise the general investing public and NCBA’s shareholders that on 19 February 2026, the CMA granted the CMA Exemption, thereby fulfilling the condition,” the company said.
Under Kenya’s Capital Markets (Takeovers and Mergers) Regulations, 2002, an acquirer that crosses certain shareholding thresholds is ordinarily required to make a mandatory offer for all remaining shares.
The exemption means Nedbank can proceed with its plan to acquire about two-thirds of NCBA without triggering a compulsory 100 per cent buyout.
However, the transaction is not yet complete. The lender noted that the Offer “is still subject to the fulfilment or waiver, as the case may be, of the remaining conditions” outlined in its earlier January 22, 2026 announcement.
In addition to the regulatory greenlight, Nedbank disclosed progress in securing shareholder support. The group said it has obtained additional irrevocable undertakings from NCBA shareholders, raising total commitments to accept the Offer to 77.54 per cent of NCBA’s issued shares, up from 71.2 per cent previously announced.
“Nedbank is pleased to advise… that it has secured additional Irrevocable Undertakings… such that the aggregate… has increased to 77.54% of the total number of NCBA Shares,” the statement read.
The company added that further updates regarding the Offer will be announced “as appropriate.”
The announcement was issued pursuant to the Capital Markets (Takeovers and Mergers) Regulations, 2002 and the Capital Markets (Licensing Requirements) (General) Regulations, 2025, with the regulator noting it assumes no responsibility for the correctness of statements contained therein.
