Nedbank Group Limited has announced that its takeover offer for NCBA Group PLC has become unconditional, paving the way for the South African banking group to acquire a 66% stake in the Kenyan lender.
In a public announcement shared on October 19, 2026, Nedbank confirmed that it had fulfilled all conditions attached to the offer or, where legally permissible, had them waived. The transaction is expected to be completed from November 3, 2026, following the settlement process.
"Pursuant to the Take-over Regulations, Nedbank hereby announces that all of the Conditions to which the Offer is subject have been fulfilled or, where legally capable of waiver, waived, and that the Offer has accordingly become unconditional in all respects," read the notice in part.
The announcement follows the closure of the offer on July 10, 2026, after which Nedbank published preliminary results showing that shareholders had tendered a substantial portion of NCBA's issued ordinary shares.
According to the announcement, Nedbank received valid acceptances covering 1,316,357,895 NCBA shares, representing 79.90% of the lender's issued shares, as of the closing date.
Of these, 920,652,658 shares, equivalent to 55.88% of NCBA's issued shares, were tendered under shareholders' proportional entitlement. A further 395,705,237 shares, representing 24.02%, were submitted through excess applications.
Under the offer, each NCBA shareholder could tender up to 66% of the shares registered in their name and apply to sell additional shares, subject to the allocation and scaling mechanisms outlined in the offer document dated April 17, 2026.
Nedbank cautioned that the acceptance figures remain indicative and are subject to final reconciliation by the processing agent. The final number of shares to be acquired and the definitive results of the offer will be announced after the reconciliation process.
Based on the acceptances received by the closing date, Nedbank expects to hold 1,087,362,891 NCBA shares following settlement, equivalent to 66% of the lender's issued share capital.
The remaining 560,156,641 shares, representing 34%, are expected to remain with other NCBA shareholders.
NCBA has a total of 1,647,519,532 issued ordinary shares, according to the indicative post-transaction shareholding structure provided in the announcement.
Nedbank disclosed that neither it nor its subsidiaries held NCBA shares when the offer document was served on shareholders. The group also confirmed that it did not acquire or agree to acquire any NCBA shares during the offer period, which ran from May 28 to July 10, 2026.
The bank further stated that it was not acting in concert with any person in relation to the acquisition of NCBA shares under the offer.
The final ownership position will depend on the reconciliation of the shareholder register and the application of the offer's allocation mechanisms.
Nedbank announced that trading in NCBA shares on the Nairobi Securities Exchange (NSE) will be suspended from the close of business on Wednesday, October 21, 2026, to the close of business on Monday, November 2, 2026.
The suspension is intended to allow NCBA the reconcile its share register ahead of the transfer of shares to Nedbank.
The transfer will be conducted through a block trade on the NSE's Block Trade Board on Tuesday, November 3, 2026.
Trading in NCBA shares is expected to resume from the ninth trading day after the settlement date, on or about November 3, 2026. The transfer of shares to Nedbank and the dispatch of cash payments to shareholders who accepted the offer are also scheduled to begin on that date.
The reconciliation process will begin after the third trading day following the settlement date and is expected to run from the fourth to the eighth trading day.
Nedbank said the transaction's completion timeline remains consistent with the schedule previously communicated to shareholders.
The settlement date is Wednesday, October 21, 2026, when the announcement that the offer has become unconditional is scheduled for publication in two English-language daily newspapers with national circulation in Kenya.
The Johannesburg Stock Exchange's Stock Exchange News Service released the digital announcement and communicated it to the NSE after the close of business on Monday, October 19, 2026.
Cash payments to shareholders who accepted the offer are expected to begin on November 3, 2026. Nedbank must settle the consideration payable to accepting shareholders within 14 trading days after the offer becomes unconditional, in accordance with the offer document.
The final results of the takeover are expected to be announced on the 10th trading day after the settlement date, provisionally Wednesday, November 4, 2026.
Despite the change in ownership, NCBA will remain listed on the Nairobi Securities Exchange after the transaction is implemented.