KAMPALA, Uganda – NCBA Group PLC (NCBA or the Group), a leading financial services provider in East Africa, has announced that it has received a Strategic Investment Proposal and a Notice of Intention (NOI) from Nedbank Group Limited (Nedbank) to acquire approximately 66 percent of the ordinary shares in NCBA from its shareholders through a Tender Offer.
If the Tender Offer is successfully completed, Nedbank will acquire a controlling interest in NCBA, making it a subsidiary of Nedbank. After the Tender Offer, the remaining shares, representing 34 percent of NCBA’s issued shares, will continue to be listed on the Nairobi Securities Exchange (NSE).
The proposed acquisition values NCBA at 1.4 times its book value.
Under the proposed transaction, NCBA shareholders who participate in the Tender Offer will receive 20 percent of their consideration in cash, while the remaining 80 percent will be settled through the issuance of Nedbank ordinary shares, which are listed on the Johannesburg Stock Exchange (JSE).
NCBA operates in Kenya, Uganda, Tanzania, Rwanda, Ivory Coast, and Ghana, with 122 branches serving over 60 million customers. Nedbank, headquartered in South Africa, with a primary listing on the JSE and a secondary listing on the Namibia Securities Exchange, is one of Africa’s largest financial institutions, with a strong presence throughout Southern Africa and internationally, including in London, Dubai, Isle of Man, and Jersey.
This transaction aligns with Nedbank’s strategy to expand beyond Southern Africa, focusing on the high-growth markets of East Africa. Kenya’s prominence as a financial hub, supported by strong institutions, advanced capital markets, and a dynamic technology sector, provides a solid foundation for Nedbank’s East African expansion.
NCBA’s strong market reputation, advanced digital banking services, leadership in asset finance, investment banking expertise, and regional network make it an ideal partner for Nedbank. Formed following the merger of NIC Group PLC and Commercial Bank of Africa Limited, NCBA now operates 122 East African branches, holds KES 665 billion in assets, disburses over KES 1 trillion in digital loans annually, and has maintained an attractive 19 percent return on equity since the 2021 financial year.
Following the acquisition, NCBA will serve as the cornerstone investment vehicle for Nedbank’s East African strategy while remaining listed on the NSE. Its brand, customer relations, and human capital decisions will remain anchored locally. Currently, Nedbank has only a representative office in East Africa, so there will be no need for significant integration of systems and operations in the region.
The combined strengths of both organizations are expected to create considerable synergies. Nedbank will enhance NCBA’s Corporate and Investment Banking capabilities through its global presence, regional expertise, and capacity for cross-border collaboration. Access to Nedbank’s increased resource base will also support NCBA’s growth in Kenya and other East African markets. As a subsidiary of Nedbank, NCBA employees will gain access to career development opportunities across multiple regions, while customers will benefit from an expanded range of capabilities and an increased lending capacity.
Nedbank has expressed its intention to preserve NCBA’s brand, governance structures, operational model, and management team.
John Gachora, NCBA Group Managing Director, commented: “Nedbank is an ideal partner for our growth in the East African region. Nedbank holds around 16 to 17 percent of the market share for loans and deposits in South Africa and leads in vehicle and commercial property finance with 36 percent market share in each. Their strong ESG ratings place them in the top 10 percent globally. Their solid balance sheet will help us scale our operations in our current markets and explore the investment opportunities in DRC and Ethiopia. We are proud of the brand we have built and look forward to making it central to Nedbank’s East Africa expansion.”
Jason Quinn, Chief Executive of Nedbank, commented: “Nedbank’s strategic objective is to grow and diversify outside our core Southern Africa market, and East Africa is a key region for that growth. We are excited to partner with a strong and established financial services firm like NCBA to help us achieve these growth ambitions.”
Jason added: “Kenya’s role as a regional financial hub, supported by strong institutions, sophisticated markets, and a dynamic technology sector, makes it a natural anchor for Nedbank’s East African expansion, including in Rwanda, Tanzania, and Uganda. The region’s stable operating environment, consistent macroeconomic performance, youthful, urbanizing population, and vibrant business community further enhance its growth potential.”
With this investment, Nedbank and NCBA are poised to anchor Kenya as a gateway into the broader East African markets where NCBA operates. The region, with a population of roughly 190 million and a GDP approaching USD 300 billion, represents a significant opportunity. Additionally, Ethiopia, with a population of approximately 136 million and a GDP of around USD 135 billion, and the Democratic Republic of Congo (DRC), with 110 million people and a GDP of approximately USD 70 billion, offer further growth potential.
The transaction is subject to regulatory approvals, including from the central banks in the relevant jurisdictions, and is expected to close within six to nine months.
About NCBA Bank Uganda
NCBA Bank Uganda Limited is a subsidiary of NCBA Group PLC, East Africa’s third-largest bank, with an asset base of UGX 960 billion and a strong liquidity profile. Formed through the merger of NIC and CBA Banks in 2020, NCBA combines extensive corporate and retail banking experience with leading innovations, offering a wide range of products from mobile banking and asset finance to tailored investment solutions. Focused on relationship management and customer success, NCBA empowers clients to achieve their financial goals while contributing to regional economic growth.
