Nedbank Group has moved a step closer to taking control of NCBA Group after securing a key regulatory waiver in Kenya, clearing a major hurdle in its bid to acquire about 66% of the East African lender.
Kenya’s Capital Markets Authority (CMA) granted the South African bank an exemption from rules that would have required it to make a mandatory offer for 100% of NCBA once it crossed certain ownership thresholds.
In a statement issued on February 19, 2026, Nedbank said it had received the approval and formally notified shareholders and noteholders of the development. The waiver preserves the structure of the deal as originally proposed.
Without the exemption, Nedbank would have been compelled to launch a full takeover bid, a move that could have significantly increased both the cost and complexity of the transaction. Instead, the bank can proceed with its plan to acquire roughly two-thirds of NCBA by purchasing shares from existing investors in proportion to their holdings.
The transaction was first announced on January 21, with regulatory approval from the CMA set as a key condition to be met by May 31, 2026. Had the waiver not been granted, Nedbank would likely have had to pivot to a full acquisition strategy.
Investor backing for the deal has also strengthened. Nedbank disclosed that shareholders representing 77.54% of NCBA’s issued shares have now committed to accept the offer, up from 71.2% in January. That level of support significantly reduces execution risk and positions the bank to secure the targeted stake.
The offer remains subject to additional regulatory and customary approvals outlined in the January circular. If completed, the deal would deepen Nedbank’s presence in Kenya and expand its footprint in East Africa’s increasingly competitive banking sector, a market shaped in recent years by consolidation and cross-border expansion.