Update: KCB Group Plc Offer to Acquire National Bank of Kenya

On 18 April 2019 KCB Group PLC (KCB) gave notice of its intention to acquire 100% of the ordinary shares of National Bank of Kenya Limited (NBK), pursuant to regulation 4(1) of the of The Capital Markets (Take-overs and Mergers) Regulations, 2002.

KCB proposes to make the acquisition through a share swap of 10 ordinary shares of NBK for every 1 ordinary share of KCB. The offer to acquire 100% of the ordinary shares of NBK is subject to regulatory approvals.

KCB received its shareholders’ approval to proceed with the proposed acquisition of NBK during its AGM held on 30 May 2019.

“This transaction fits within KCB’s expansion strategy and gives it a stronger edge to play a bigger role in driving the financial inclusion agenda in the East African region. This will further consolidate the banking sector in Kenya and will create a stronger institution enabling KCB to play a bigger role in the financial inclusion agenda,” said KCB Group CEO and MD Joshua Oigara.

During its AGM held on June 14, 2019, NBK shareholders approved the conversion of the preference shares forming part of the equity structure of NBK thereby facilitating closure of one of the conditions that required to be completed to enable the acquisition transaction to be smoothly concluded.

KCB and NBK have jointly set up a project team comprising of staff from both entities to mitigate transitional risks and make the necessary preparations to enable a smooth transition. The transition team will be led by the KCB Group CEO and MD, Mr. Joshua Oigara.

The successfully completion of the transaction is subject to receipt of pending regulatory approvals from the Capital Markets Authority, the Competition Authority of

Kenya and the Central Bank of Kenya (CBK) Until the take-over and integration process is complete, the two organizations will continue to run as separate entities.

KCB has received regulatory approval from the Capital Markets Authority (CMA) to serve NBK with the Offer Document pursuant to the Capital Markets (Take-overs and Mergers) Regulations, 2002. KCB this week served NBK with the Offer Document, with a response expected within 14 days. The process is expected to be completed by September 2019.

For further information, please contact Judith Sidi Odhiambo - Group Head of Corporate & Regulatory Affairs - email: jsodhiambo@kcbgroup.com