Kenyatta, Ndegwa and Nyachae families lose grip in new NCBA deal

The shareholding of the Kenyatta, Nyachae and Ndegwa families at  NCBA Group is set to be diminish if a proposed deal by South Africa’s Nedbank Group is completed.

Under the proposed transaction, that will see two-thirds of the Kenyan lender change hands, Nedbank plans to acquire sixty six percent of NCBA through a tender offer valued at South African Rand (ZAR) 13.9 billion (about Sh109.9 billion).

The deal, set to effectively turn the Nairobi Securities Exchange (NSE)-listed lender into a subsidiary of the Johannesburg-based banking giant, marks one of the biggest cross-border banking deals in Kenya’s history.

NCBA’s largest shareholders are investment vehicles linked to some of Kenya’s most prominent families, led by the Ndegwa family through First Chartered Securities, which holds about 14.9 per cent.

The Kenyatta family through Enke Investments controls roughly 13.2 per cent. Other significant shareholders include D&M Management Services, Brookshire Ltd. and institutional investors. All the major shareholders have backed the proposed transaction.

Speaking during a media roundtable, NCBA Group Managing Director John Gachora explained that the deal allows existing shareholders to tender up to 66 per cent of their holdings, while retaining 34 per cent in the Kenyan lender.

“If it is done exactly the way it should be done, shareholders will have 66 per cent of their shares taken up. Twenty per cent of that will be paid in cash and the remaining 80 per cent will be paid in Nedbank shares,” said Gachora.

“That means 34 per cent of what shareholders own today will remain in NCBA Group.”

As of Wednesday January 21, 2026, the market capitalisation of NCBA Group was approximately Sh149 billion. 

With a controlling stake of 14.9 per cent, based on the Monday market cap Ndegwa family through First Chartered Securities, held shares worth Sh22.2 billion. Kenyatta family through Enke Investments was valued at Sh19.7 billion.

If the deal, that is still subject to regulatory approvals is completed, Nedbank will hold 66 per cent of NCBA, while the remaining 34 per cent of shares will continue trading on the NSE, maintaining a public float.

The offer has been structured as a cash-and-share transaction, with different terms for small and large investors. Shareholders owning fewer than 9,400 NCBA shares currently valued at about Sh850,000 will receive a full cash payout of Sh105 per share.

Larger investors will receive a blended value of about Sh98.72 per share, made up of cash and Nedbank shares listed on the Johannesburg Stock Exchange (JSE).

Under this structure, 80 per cent of the tendered shares will be exchanged for Nedbank stock at a conversion rate of 4.02994 Nedbank shares for every 100 NCBA shares.

Based on Nedbank’s share price of about Sh1,928 on the JSE, this translates to roughly Sh77.5 per NCBA share.

The remaining 20 per cent will be paid in cash at Sh2,100 per 100 shares, or Sh21 per share, bringing total compensation close to Sh98.5 per share.

For the Kenyatta family, which owns a 13.2 per cent stake through Enke Investments, the deal would result in an estimated Sh604 million cash payout and Nedbank shares worth approximately Sh8.93 billion.

The family would also retain 34 per cent of its NCBA stake, valued at about Sh6.7 billion at current market prices.

Large shareholders will also gain direct exposure to Nedbank through the JSE, offering Kenyan investors access to a larger, more diversified balance sheet.

The move marks a change in the lender’s operations six years after National Industrial Credit Group (NIC Group) and Commercial Bank of Africa (CBA), merged to form NCBA in October 1, 2019.

The merger brought together CBA which had been founded in 1962 with NIC (established in 1959), and the combined entity was rebranded NCBA Group, becoming one of Kenya’s top-tier banks by assets, with operations in Kenya, Uganda, Tanzania and Rwanda.

NCBA shares had closed at Sh90.5 on the NSE on Wednesday, below the implied offer value.

Following the announcement, on Thursday morning, the stock rallied by about eight per cent in early trading, according to NCBA’s strategy director Louisa Wandabwa, who said the market had responded positively to the news.

“We expect a rally. Since the market's opened, we've seen an 8% improvement in our stock price. And we expect that will continue throughout the day as investors take into account the news and really see the opportunity that this unlocks for NSE,” said Wandabwa.

Gachora added that the transaction was driven by Nedbank’s strategic intent to use NCBA as its anchor investment into East Africa.

Nedbank currently has no operational banking presence in the region, apart from a representative office in Nairobi.

Nedbank is expected to appoint two directors to the NCBA board, while NCBA shareholders will nominate one director to the Nedbank Group board.

“There will be no painful integration of systems, people or policies,” Gachora said. “That was a key consideration for our board.”

The South African lender commands total assets of R1.4 trillion (Sh11.13 trillion), making it the fourth largest bank by assets in the country behind giants such as Standard Bank, FirstRand (FNB) and Absa.

As of the close of trading at NSE on Thursday evening, NCBA had recorded a 9.47 per cent rise in its share price to trade at Sh98.25, whereas Nedbank Group at the Johannesburg Stock Exchange recorded a slight 0.3 per cent rise to close at R27,424 South Africa rands.