Kalahari Cement Limited has formally announced plans to acquire 24.3 million shares in East African Portland Cement (EAPC) from the National Social Security Fund (NSSF), moving a step closer to expanding its stake in one of Kenya’s largest cement producers. The company has notified the Capital Markets Authority (CMA), Nairobi Securities Exchange (NSE), EAPC, and the Competition Authority of Kenya (CAK) as required under Kenya’s takeover regulations.
In a notice to regulators on November 20, Kalahari confirmed that it signed a Share Purchase Agreement (SPA) with NSSF on November 25, 2025.
The agreement covers the sale of 24,300,000 ordinary EAPC shares held by NSSF, describing the transaction as part of a broader strategic investment. The company explained that the acquisition provides NSSF an opportunity to divest its holdings, while Kalahari strengthens its position in the cement sector.
“Kalahari does not intend to make a general offer to acquire all the voting shares in EAPC, and will apply to the Capital Markets Authority for a written exemption,” the notice read. The company says this exemption will allow the acquisition to proceed as a strategic investment and help EAPC achieve its long-term goals without triggering a full takeover.
Kalahari, incorporated in Kenya under number PVT-PQ158DVM, is largely owned by international shareholders. Pacific Cement Limited holds 90 percent of the company, while Comercio Et Consiel Limited owns 10 percent. The firm is linked to multiple businesses in cement, logistics, and fuel across Kenya, Tanzania, Mozambique, Mauritius, and Zambia.
Already a major shareholder, Kalahari directly owns 26,324,884 EAPC shares. Bamburi Cement PLC, considered a related company, controls around 12.5 percent of EAPC’s issued shares.
The SPA between Kalahari and NSSF confirms that both parties agreed to the sale of the shares, subject to regulatory approvals.
The completion of the deal will depend on several conditions, including approval from the competition authority, exemption from CMA on the need for a mandatory takeover offer, clearance of EAPC’s mining license from the Cabinet Secretary for Mining, and either NSE/CMA block-trade or private transfer approval.
Once all approvals are in place, the transaction is expected to close five business days after the first day all conditions are fulfilled or waived.
The transaction values each share at Sh66. Kalahari emphasized that it does not plan to delist EAPC from the NSE, stating that its role will remain that of a long-term strategic investor. Upon final regulatory approvals, a bank guarantee will be delivered to NSSF to complete the sale.
