Nedbank Group of South Africa has completed its purchase of 66% of NCBA Group, one of Kenya’s largest banks, according to a Nedbank press release reported in Kenya on 19 October 2026. Sellers will be paid mostly in new Nedbank shares and only partly in cash. Among the biggest sellers are the business family of Kenya’s founding president, Jomo Kenyatta, and the family of Philip Ndegwa, a former governor of the Central Bank of Kenya.
Why it matters: the families are leaving a bank they helped control without simply cashing out. They swap a place at the top of a Kenyan bank for a small stake in a much larger South African group, and keep a smaller NCBA stake on the side.
How Nedbank’s Offer for NCBA Worked
Nedbank made a partial offer: it bid for about 66% of NCBA, and each shareholder could sell about 66% of their holding, their “pro rata” share. Anyone wanting to sell more could apply for extra, subject to scaling back.
For every 100 NCBA shares sold, the seller receives KSh2,100 in cash and 4.02994 new Nedbank shares, according to Nedbank’s announcement of 21 January 2026 on the Johannesburg Stock Exchange (JSE). Nedbank priced the new shares at R250 each and fixed the exchange rate at KSh7.7143 per rand. On those figures, our calculation gives about KSh98.7 per NCBA share, roughly one-fifth in cash and four-fifths in shares. Small holders who would have received fewer than 200 Nedbank shares get cash only, at KSh105 per share.
The offer closed on 10 July. Shareholders tendered 79.9% of NCBA, Nedbank told the JSE on 21 July, and excess applications are scaled back so that Nedbank ends with 66%. That means about 43.6 million new Nedbank shares and about KSh23.2 billion in cash. NCBA stays listed in Nairobi, with 34% in public hands, and keeps its brand and management.
Under the offer documents, NCBA trading pauses for about ten trading days once the offer is declared unconditional; the shares then pass to Nedbank in a block trade and sellers are paid, in early November if the timetable holds.
Why Nedbank Did Not Have to Buy Everyone Out
In many markets, a buyer that takes control must offer to buy every remaining share, a rule we explained in our post on the IDH mandatory offer. Nedbank asked Kenya’s Capital Markets Authority to exempt it so it could stop at 66%, and Nedbank’s transaction page shows it was granted in February 2026. The deal was also agreed in advance: holders of about 71.2% of NCBA had signed irrevocable undertakings to accept, Nedbank’s January announcement said, without naming them.
What the Kenyatta, Ndegwa and Merali Families Hold
Families usually hold stakes like these through private companies, the holding-company pattern seen around the world. Muhoho Kenyatta, part of the Kenyatta business family, holds 227.3 million NCBA shares directly and through investment vehicles, Business Daily reported, citing a 4 May circular to shareholders. By our count that is about 13.8% of the bank.
A worked example, which is our own calculation: if those shares were offered at exactly the pro rata 66%, about 150 million would be sold. That brings about KSh3.15 billion in cash and about 6.05 million Nedbank shares, worth about KSh12.9 billion at R272 (Business Daily’s 21 July price) and KSh7.84 per rand (the 20 July rate). About 77 million NCBA shares would stay with the family. Whether any family applied for excess shares has not been disclosed.
For the Kenyatta, Ndegwa and Merali families together, Billionaires.Africa put the combined take at about $319 million on 19 October. We could not open the article to check its workings, and any dollar figure moves with Nedbank’s share price and the rand.
From Owner to Minority Holder: What the Swap Changes
- Price risk. Most of the payment is in Nedbank shares, so its value moves with them. Nedbank shares, priced at R250 in the offer, traded at R272 by 21 July; in September, Business Daily put sellers’ paper gain at about KSh21.4 billion.
- Currency and access. The new shares are listed only on the JSE and pay dividends in rand. Kenyan holders without a South African broker hold them through a nominee, according to NCBA’s FAQ.
- Lock-ups. The offer documents we read do not mention any lock-up on the new shares.
- Tax. NCBA’s FAQ notes South African dividend withholding tax of 20%, which can fall to 10% under the South Africa and Kenya tax treaty, and tells shareholders to take their own advice.
- Influence. The families go from being among the largest owners of a Kenyan bank to small holders in Nedbank. Business Daily estimated that all the new shares together equal about 8.4% of Nedbank.
Why a Family Might Take Shares Instead of Cash
Paying mostly in shares let Nedbank buy a large bank while spending only about KSh23 billion in cash. For sellers, shares keep a claim on future profits, including NCBA’s, and move part of the wealth from one Kenyan bank into a bigger listed group. That eases the concentration risk behind many lost fortunes. The trade-off: it is not a clean exit. The money stays in bank shares, now partly in another country and currency.
A fair caveat
The family figures above are estimates. Neither Nedbank nor NCBA has published what each family received, and the scaling back of excess applications has not been broken down by holder. We could not open the full completion release, so the date rests on Kenyan press reports and Nedbank’s press room listing.
Five lessons to take away
- A sale can be paid in the buyer’s shares. Value what you receive, not just the headline price.
- Paper value moves. The price at signing is not the price at settlement.
- A partial offer leaves you with two stakes. The families now hold shares in both the buyer and the bank they sold.
- Read the plumbing. Where the new shares are listed, who holds them and in which currency dividends arrive all matter.
- Influence shrinks as the group grows. A top owner of a mid-sized bank becomes a small holder in a big one.
Questions to bring to your advisors
If a buyer offered us its own shares for our business, how would we value them, and how would the swap be taxed in our country and in the buyer’s? Could we hold, sell or pledge the new shares freely, and in which currency would income arrive? What say would we keep in the business we sold? These are questions to bring to your advisors, not advice.
