NOTIFICATION: ACQUISITION OF NCBA GROUP PLC BY NEDBANK GROUP LIMITED

 Subject of the notification

The ECOWAS Regional Competition Authority (ERCA) has received a notification concerning the proposed acquisition by Nedbank Group Limited (“Nedbank” or the Acquirer) of NCBA Group PLC (“NCBA” or the Target).

This transaction is subject to prior authorisation by ERCA, in accordance with Article 2(1)(a) of Regulation C/REG.23/12/21 on the rules and procedures governing mergers and acquisitions within the ECOWAS region, as well as Enabling Rule PC/REX.1/01/24 on notification thresholds. As the transaction involves enterprises operating across multiple member States, a Community notification was required.

The proposed transaction consists of the acquisition by Nedbank Group Limited of a majority shareholding of up to 66% of the issued share capital of NCBA Group PLC, thereby conferring majority control of the target company on the Acquirer.

Parties to the transaction

• Nedbank Group Limited (“Nedbank” or the Acquirer) is a public banking and financial institution incorporated in the Republic of South Africa and listed on the Johannesburg Stock Exchange as well as the Namibia Securities Exchange. Its registered office is located in Sandton, Gauteng, South Africa. Nedbank is engaged in commercial banking, investment banking, corporate finance, and cross-border financial services. Within the ECOWAS Common Market, its activities mainly consist of providing financing and cross-border commercial lending to companies located in several Member States, including Benin, Côte d’Ivoire, Ghana, Guinea, Nigeria, and Senegal, without maintaining any physical presence or permanent establishment in the region.
• NCBA Group PLC (“NCBA” or the Target) is a banking and financial holding company incorporated under Kenyan law and listed on the Nairobi Securities Exchange (NSE), with its registered office in Nairobi, Kenya. Within the ECOWAS Common Market, NCBA indirectly owns Loop DFS Ghana Limited (“Loop Ghana”), a fintech company incorporated in Ghana and licensed by the Bank of Ghana to provide payment services and financial technology solutions. Loop Ghana provides digital financial intermediation services, including payment systems and related processing services for customers and merchants in Ghana.

Nature and scope of the transaction

Upon completion of the transaction, Nedbank will acquire majority control over NCBA Group PLC.

Nedbank is primarily active in financing and cross-border commercial lending to companies established in certain ECOWAS Member States, while NCBA is present in the region mainly through Loop Ghana, which operates in digital payment services and financial technology in Ghana.

Expected outcomes of the transaction

From the parties’ perspective, this acquisition will enable Nedbank to strengthen its presence in the financial services sector in Africa, particularly through the expansion of its cross-border financing and financial services activities.

The transaction will also allow Nedbank to benefit from NCBA’s technological and digital capabilities, particularly in the field of digital financial services and innovative payment solutions.

According to the parties, the transaction is not expected to have any significant adverse effect on competition within the ECOWAS region nor to substantially alter the competitive structure of the Community market.

Third-party rights

Pursuant to Article 44(2)(a)(iv) of the ERCA Manual of Investigation and Notification Procedures, interested third parties may submit their observations within thirty (30) days from the publication of this notice.

Comments must be accompanied by relevant supporting documents and sent under confidential cover to:

ECOWAS Regional Competition Authority (ERCA)
Bertil Harding, Bijilo, The Gambia
P.O. Box 4470

Or by email to: registry@erca-arcc.org and info@erca-arcc.org