DECISION No. EC/D.32/07/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF NCBA GROUP PLC BY NEDBANK GROUP LIMITED

Published On - July 19, 2026

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THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY

MINDFUL of ECOWAS Revised Treaty of 24th July 1993;

MINDFUL of Supplementary Act A/SA.1/12/08 adopting Community Competition Rules and the modalities of their application within ECOWAS;

MINDFUL of Supplementary Act A/SA.2/12/08 on the establishment, functions and operation of the ECOWAS Regional Competition Authority;

MINDFUL of Supplementary Act A/SA.3/12/21 amending Supplementary Act A/SA.2/12/08 on the establishment, powers and functioning of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the Council of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS;

MINDFUL of Regulation C/REG.24/12/21 on the ERCA’s rules of procedure in competition

matters;

MINDFUL of Enabling Rule PC/REX.1/01/24 on the Procedural Manuals of the ECOWAS Regional Competition Authority relating to its Council, in its Article 12 (3.d);

MINDFUL of the joint notification submitted by Nedbank Group Limited and NCBA Group PLC dated 6th May 2026, registered under Case File No. ERCA/MA/3739/2026;

HAVING HEARD the Secretary of the Council during its session of 09th July 2026 on the facts, procedures, and findings of the transaction evaluation;

 

I.  FACTS AND PROCEDURE

I.1  Notification

  1. In accordance with the provisions of the ECOWAS Community Competition Rules governing merger control, the ECOWAS Regional Competition Authority (“ERCA”) received a notification concerning the proposed acquisition of control of NCBA Group PLC by Nedbank Group Limited.

 

  1. The notified transaction constitutes a merger within the meaning of the ECOWAS Competition Rules, as it results in a lasting change of control over NCBA Group
  2. Following receipt of the notification, ERCA examined the transaction in accordance with the applicable procedural and substantive provisions of the ECOWAS Competition Rules. ERCA reviewed the notification submitted by the parties, assessed the competitive effects of the proposed merger, examined the characteristics of the relevant financial services markets, and considered the observations received from market

I.2  The Transaction

  1. The transaction is a proposed acquisition by Nedbank of approximately 66% of the issued ordinary share capital of NCBA Group PLC through a partial pro rata public offer addressed to NCBA’s shareholders.
  2. Following completion of the transaction, Nedbank will obtain exclusive control over NCBA, while approximately 34% of NCBA’s shares will remain publicly held and listed on the Nairobi Securities Exchange.

I.3  The Parties

  1. Nedbank Group Limited is a publicly listed banking and financial services group incorporated in South Africa. The group provides commercial banking, corporate finance, investment banking, wealth management, structured finance, and transaction services across several African markets. Within the ECOWAS region, Nedbank does not maintain subsidiaries or branches but provides cross-border commercial lending and related financial services to corporate clients located in several Member States, including Ghana, Nigeria, Côte d’Ivoire, Senegal, Guinea and
  2. NCBA Group PLC is a Kenyan publicly listed financial holding company offering commercial banking, financing solutions, digital banking, payment services, wealth management and related financial services throughout East Africa. Within ECOWAS, NCBA’s activities are limited to its indirect subsidiary, Loop DFS Ghana Limited, which operates in Ghana under a payment services licence issued by the Bank of Ghana and provides digital payment solutions and financial technology services to consumers and

II.  JURISDICTION OF ERCA

  1. The Council finds that the notified transaction falls within the jurisdiction of the ECOWAS Regional Competition Authority.
  2. Although both parties are established outside the ECOWAS Community, each carries out economic activities within the Common Market. Nedbank provides cross-border lending [and corporate financing services] to customers located in several ECOWAS Member States, while NCBA operates digital payment services in Ghana through Loop DFS Ghana Limited.

 

  1. The transaction therefore has a clear cross-border dimension capable of affecting trade between Member States and constitutes a merger subject to approval under the ECOWAS Community Competition Rules.
  2. Accordingly, ERCA is competent to assess whether the proposed acquisition is compatible with the maintenance of effective competition within the ECOWAS Common

III.  RELEVANT MARKET

  1. For the purposes of assessing the competitive effects of the transaction, ERCA considered the activities of the parties within the financial services sector.
  2. The assessment identified two principal product markets relevant to the transaction:
    1. cross-border commercial lending [and corporate finance services], in which Nedbank provides financing solutions to corporate customers operating across several ECOWAS Member
    2. digital financial services and payment solutions, including payment processing, digital financial intermediation and fintech services offered by NCBA through Loop DFS Ghana
  3. Nedbank’s activities extend across several Member States through cross-border financing, while NCBA’s activities are presently confined to Ghana. Given the cross-border nature of financial services and the fact that the parties operate within the ECOWAS common market, the geographic market is the ECOWAS

IV. MARKET STRUCTURE

  1. The investigation confirms that the financial services sector within ECOWAS remains highly competitive and is characterised by the presence of numerous domestic, regional and international financial institutions.
  2. In the cross-border commercial lending segment, competition is provided by several major African and international banking groups with established regional operations and significant financial resources.
  3. Similarly, the market for digital financial services is characterised by vigorous competition among fintech companies, mobile money operators, telecommunications providers and traditional banks that increasingly offer digital financial
  4. Within this competitive landscape, Nedbank occupies only a limited position in ECOWAS through cross-border corporate lending activities, while NCBA’s operations within the region remain modest and are confined to digital payment services in
  5. The investigation found only limited interaction between the parties and further established that their activities are functionally distinct as they serve different customer groups, distribution channels and commercial objectives. Additionally, they operate in a complementary manner rather than within competing market Thus,

 

neither party possesses a market power capable of materially influencing competitive conditions within ECOWAS.

  1. Furthermore, the analysis indicates that the transaction does not materially increase market The relevant markets are expected to remain fragmented and competitive after completion of the acquisition.

V. COMPETITIVE ASSESSMENT

V.1 Assessment of Competitive Effects

  1. Following its analysis, ERCA concludes that the proposed transaction is unlikely to result in any substantial lessening of competition within the ECOWAS Common Market.
  2. The assessment found no horizontal overlap between the parties’ activities, as they do not compete directly within the same product
  3. No vertical relationships capable of foreclosing competitors or restricting market access. Neither party supplies essential inputs to the other, nor does the transaction create incentives for customer or input
  4. Similarly, the transaction is not expected to have a significant conglomerate effect. Although it is expected to boost the competitive position of Loop This would not have any significant negative effect on competition due the fragmented and evolving nature of the digital payment service markets in Ghana and in the ECOWAS region.
  5. The analysis further notes that the transaction does not create or strengthen a dominant position in any relevant market. The combined entity will continue to face effective competition from numerous international banks, pan-African banking groups, fintech operators and mobile money providers active throughout
  6. On the contrary, the transaction may generate efficiencies through enhanced financial capacity, technological innovation and expanded digital financial services without reducing competitive rivalry.

V.2 Third-Party Views

  1. During the market investigation, ERCA considered the views of competitors, customers and other market participants.
  2. Competitors generally considered that the acquisition would strengthen NCBA’s financial resources and technological capabilities while maintaining a competitive market structure due to the continued presence of numerous banking institutions, fintech companies and mobile money operators.
  3. Consumers similarly expressed no significant concerns regarding the proposed concentration. Most respondents anticipated that the transaction could contribute to improved digital financial services, greater innovation, enhanced service quality and broader financial inclusion, while expressing only limited concerns regarding system integration during the implementation phase.

 

  1. The observations from these third parties therefore supports the conclusion that the transaction is not likely to result in adverse effects on competition or consumer welfare within the ECOWAS Common

VI. CONCLUSION

  1. Considering the foregoing analysis, the Council notes that the proposed acquisition does not result in any horizontal, vertical or significant conglomerate effects capable of restricting effective competition. The transaction neither creates nor strengthens a dominant position and does not materially alter the competitive structure of the relevant financial services markets within the ECOWAS
  2. The Council further considers that the transaction may contribute to the development of innovative banking and digital financial services while supporting greater regional financial integration without compromising competition.
  3. Accordingly, the Council concludes that the notified merger is compatible with the ECOWAS Community Competition Rules.

 

DECIDES

Article 1: Authorization

The acquisition by Nedbank Group Limited of approximately 66% of the issued ordinary share capital of NCBA Group PLC, resulting in exclusive control over NCBA Group PLC, is hereby approved unconditionally.

Article 2 – Monitoring

As part of its general market oversight mandate, the Executive Directorate of ERCA shall monitor the post-transaction activities to ensure that the post-merger entity’s business strategy remains consistent with the principles of free competition in the ECOWAS region.

Article 3: Entry into force

This Decision shall enter into force on the date of its signature. It shall be notified to the parties and published in the ECOWAS Official Journal.

Done at Accra, the 09th day of July 2026

FOR THE ERCA COUNCIL

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON