Nedbank Group Limited has received regulatory approval from the Capital Markets Authority (CMA) allowing it to proceed with its proposed acquisition of approximately 66% of the issued ordinary shares of NCBA Group PLC without being required to make a mandatory offer for 100% of the bank.
In a statement dated 23 February 2026, Nedbank confirmed that the CMA granted the exemption on 19 February 2026. The approval satisfies a key condition outlined in the 22 January 2026 announcement regarding the planned transaction.
Under the Capital Markets (Takeovers and Mergers) Regulations, 2002, an acquirer that crosses certain ownership thresholds is ordinarily required to make a mandatory takeover offer for all remaining shares. However, the CMA exemption removes this obligation in relation to Nedbank’s intended partial acquisition.
Offer Structure Remains Subject to Further Conditions
The proposed transaction involves Nedbank acquiring roughly 66% of NCBA’s issued shares from existing shareholders on a pro rata basis.
Nedbank Secures CMA Exemption for NCBA Deal
The exemption was one of the core conditions precedent to the offer. Had the CMA declined to grant it by 31 May 2026, Nedbank reserved the right to either waive the condition or convert the transaction into an alternative offer for 100% of all NCBA shares.
Despite the exemption being secured, the offer remains subject to the fulfilment or waiver of other outstanding conditions as set out in the original announcement.
Nedbank indicated that updates will be issued as appropriate.
Irrevocable Undertakings Climb to 77.54%
In a further boost to the transaction’s prospects, Nedbank announced it has secured additional irrevocable undertakings from NCBA shareholders.
The aggregate level of commitments to accept the offer — including participation in excess applications where applicable — has now risen to 77.54% of NCBA’s total issued shares. This marks an increase from the previously disclosed 71.2%.
The strengthened level of shareholder backing significantly enhances the likelihood of the transaction’s successful completion, subject to the remaining regulatory and customary approvals.
Strategic Implications
The development signals steady progress in what could become one of the most significant cross-border banking transactions in the region. If completed, the deal would deepen Nedbank’s footprint in East Africa while reshaping the ownership structure of NCBA.
Market participants will now turn their focus to the remaining conditions and timelines as the transaction advances toward potential completion.