Kenya’s capital markets regulator clears Nedbank’s NCBA partial takeover plan

Nedbank Group, South Africa’s fourth-largest bank, has secured a Kenyan regulatory waiver that clears the way for its plan to acquire about 66% of NCBA Group, one of East Africa’s biggest lenders.

Kenya’s Capital Markets Authority (CMA) exempted Nedbank from a rule that would have forced the lender to make a mandatory offer for 100% of NCBA if it crossed key ownership thresholds. 

“Nedbank Group is now pleased to advise shareholders and noteholders that on 19 February 2026, the CMA granted the CMA Exemption,” the lender said in the waiver update. 

Without the waiver, Nedbank would have had to launch a full takeover bid, potentially increasing the cost and complexity of the transaction. The exemption allows the South African lender to pursue a partial acquisition of roughly two-thirds of NCBA.

The approval satisfies one of the core conditions attached to the January offer and maintains the deal structure. Nedbank Group plans to acquire about 66% of NCBA Group by purchasing shares from existing investors in proportion to their existing holdings, rather than making a full buyout offer.

Nedbank first announced the proposed transaction on January 21. The CMA approval was required by May 31, 2026. Without it, Nedbank would have likely proceeded with a full takeover offer for 100% of NCBA instead of the planned partial acquisition.

Nedbank said investors holding 77.54% of NCBA Group have agreed to accept the offer, up from 71.2% in January, giving it enough committed shares to secure its planned partial takeover and reducing the risk of the deal falling through.

The offer remains subject to other conditions, including additional regulatory and customary approvals outlined in the January circular. The transaction, if completed, would deepen Nedbank’s footprint in Kenya’s banking sector and could alter competitive dynamics in a market already defined by consolidation and cross-border expansion.