From 28 May, NCBA Group shareholders can sell their shares to South Africa’s Nedbank Group at KES 105 each. The window closes at 5pm on 10 July 2026. Results follow on 21 July. For a deal that has been moving quietly since January, this is the part that actually touches ordinary investors, and it comes with a clock.
The headline number is the premium. NCBA closed at KES 87.25 on the Nairobi Securities Exchange on Friday 30 May. Nedbank’s offer of KES 105 sits about 20% above that. Any shareholder who tenders before the deadline captures that gap. Anyone who sits it out is left holding stock at the market price.
What is actually on offer
Nedbank wants roughly 66% of NCBA, or about 1.087 billion shares. It is not a full buyout. The remaining 34% keeps trading on the NSE, and NCBA stays a listed company with its brand, management and local listing intact. It simply becomes a Nedbank subsidiary.
The payment is a mix. For every 100 shares you tender and that are accepted, you receive KES 2,100 in cash plus 4.02994 newly issued Nedbank shares. That works out to 20% cash and 80% Nedbank stock listed in Johannesburg. Each shareholder can tender up to 66% of their holding, on a pro-rata basis. So this is not a clean exit at KES 105 for everyone. Most of what you get back is South African equity, not Kenyan shillings.
That distinction matters. Taking the offer means becoming a cross-border shareholder, with the currency risk, offshore custody and dividend timing that come with holding a JSE-listed stock from Nairobi. We already broke down the full mechanics of the deal and why Nedbank is really chasing NCBA’s digital loan machine when the bid was first announced.
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The carve-out for small holders
Nedbank built in a provision for retail investors who do not want, or cannot hold, foreign-listed shares. Shareholders whose entitlement would fall below 200 Nedbank shares receive a full cash payout at KES 105 instead of stock. The exact share-count threshold for this cash-only treatment is reported differently across filings, so smaller holders should confirm their own position against the official offer document before deciding. Either way, the intent is the same: spare small shareholders the cost and complexity of trading on the JSE.
Why a bank deal is a tech story
NCBA disburses more than KES 1 trillion in digital loans every year and serves over 60 million customers across the region. It is the institution behind M-Shwari, the Fuliza overdraft and the LOOP digital bank. That digital-lending operation, and the repayment data it generates, is the real asset here. Nedbank runs only a representative office in East Africa today. Buying NCBA hands it an instant, data-rich foothold in one of Africa’s most advanced mobile-money markets. For Nedbank, this is a technology acquisition wearing a banking licence.
Who gains, and what’s already locked in
The premium flows to whoever tenders, and the largest individual holders gain the most in absolute terms. Reporting points to Muhoho Kenyatta as the single biggest individual beneficiary, given the Kenyatta family’s long association with the former CBA. Momentum is also clear. By late February, shareholders representing about 77.54% of NCBA’s issued shares had already committed to accept the offer, up from 71.2% at announcement. That concentrated, committed base is a strong signal that the deal will clear.
NCBA is heading into this from a position of strength. First-quarter net profit for the three months to March 2026 rose 8.8% to KES 5.96 billion. Shareholders also approved a final dividend of KES 4.60 per share, on top of an interim KES 2.50.
What still has to happen
The Capital Markets Authority has already granted the exemption that lets Nedbank buy 66% without launching a full takeover. What remains are banking and competition approvals across the various markets NCBA operates in. Completion is expected in the third quarter of 2026, after the 21 July results.
The practical takeaway for shareholders is simple. The choice is between selling on the NSE at the market price, tendering for KES 105 in a cash-and-Nedbank-shares mix before 10 July, or holding NCBA stock through to completion. The deadline is fixed, the premium is real, and most of what you receive if you accept will be a South African share rather than cash. Read the offer document and decide with your own holding size in mind.
