The families of founding president Jomo Kenyatta and former Central Bank of Kenya governor Philip Ndegwa have committed to sell at least 66 percent of NCBA shares to Nedbank Group, putting them on course for a cash payout of Sh1.32 billion.
They will also get 10.14 million stocks in the South African lender in exchange for their NCBA shares worth Sh20.6 billion, pushing the families’ take in the deal to Sh21.9 billion.
Nedbank will buy 66 percent of NCBA Group in a cash-and-stock offer in a deal worth Sh109.6 billion.
The Kenyattas and the Ndegwas have indicated they will offer their full share to the South Africa bank in fresh disclosures that for the first time list the NCBA shareholders who have signed irrevocable agreements to participate entirely in the offer.
The two wealthy families are prepared to sell additional stocks should other shareholders snub the cash-and-stock offer.
The 66 percent cap will see the Kenyattas and the Ndegwas remain with minority 73.94 million shares and 83.69 million shares in NCBA, worth Sh6.5 billion and Sh7.4 billion, respectively.
The remaining 34 percent of NCBA shares would continue to trade publicly on the Nairobi Securities Exchange (NSE).
“Nedbank has obtained irrevocable undertakings from the designated shareholders to accept the offer in respect of their pro-rata entitlement (and, where applicable, to participate in excess applications) and confirms that all irrevocable undertakings have been signed,” said Nedbank in the offer document for the transaction.
These shareholders include the Ndegwas’ First Chartered Securities Limited, which has a 14.94 percent stake in NCBA.
The Kenyattas’ Enke Investments Limited owns 13.2 percent or 217.49 million shares in the bank.
Businessman Muhoho Kenyatta has also committed to sell 66 percent of the 12.75 million shares he holds directly in NCBA.
The offer has received the full backing of 15 top owners with a combined 77.54 percent stake in the NSE-listed lender.
In the deal, 80 percent of the target NCBA shares will be converted to Nedbank stock that are listed on the Johannesburg Stock Exchange (JSE) at a rate of 4.02994 shares for every 100 NCBA shares.
For purposes of the conversion, the Nedbank shares are priced at 250 rand (Sh1928.50) using the deal’s exchange rate.
The remaining 20 percent of the shares will be bought in cash at a rate of Sh2,100 for every 100 shares, or Sh21 apiece.
NCBA owners may apply to sell more shares to Nedbank in case of under subscription.
Only investors with 7,520 NCBA shares or more have been offered cash-and-stock compensation to meet the condition of holding at least Nedbank 200 shares.
The Ndegwas’129.97 million shares will be converted into 5.24 million Nedbank shares that are valued at Sh10.65 billion at the bank’s current trading price of 255 rand (sh2,032) and will receive a cash payment of Sh682.34 million.
Enke Investments will offload 143.54 million shares to the South African bank, receiving 4.63 million Nedbank shares presently valued at Sh9.4 billion, and Sh602.9 million in cash.
Mr Muhoho’s units will fetch 271,383 Nedbank shares worth Sh551.6 million, and Sh35.4 million in cash.
The deal potentially represents a large windfall for the two families, relative to the historical acquisition cost of the shares that they have held for decades.
The present value at the NSE of First Chartered Securities’ 246.14 million NCBA shares stands at Sh21.66 billion at yesterday’s trading price of Sh88 per share, while Enke’s 217.5 million units are valued at Sh19.2 billion.
The value of the NCBA shares has surged in recent months on news of the Nedbank deal and earlier reports of interest in the Kenyan bank by South Africa’s Standard Bank Group.
From October 14, 2025, when Bloomberg reported that Standard Bank was exploring an acquisition of NCBA through its local subsidiary Stanbic Holdings, the share began to rally, rising from Sh69.50 to Sh96.25 within the span of one week.
The momentum continued after the January 21, 2026 announcement of Nedbank’s offer, pushing the stock to a record high of Sh98.25, before easing back to Sh90 by early April 2026. For retail investors, the rally has provided an opportunity for large capital gains, with those tendering their shares to Nedbank in line for an even bigger gain once the deal is settled.
This is because NCBA investors holding up to 7,519 shares will only receive a cash payout of Sh105 per share for the stocks they will sell to Nedbank.
If completed, NCBA, one of East Africa’s largest financial services groups, would become a subsidiary of Nedbank, though it would retain its brand, local leadership and separate listing.
The acquisition was a major step in Nedbank’s push to grow its southern and East African footprint.
Nedbank views East Africa as strategically important, citing strong macroeconomic fundamentals, a large and growing population and the region’s role as a trade corridor linking Africa with the Middle East, India and Asia.
NCBA Group is a product of the 2019 merger between Commercial Bank of Africa (CBA) and NIC to achieve scale and strength.
CBA brought digital strength and retail reach through platforms like M-Shwari, while NIC had strengths in corporate banking and asset finance expertise.
