KCB Group PLC (NASE:KCB) made an offer to acquire National Bank of Kenya Limited (NASE:NBK) for KES 1.5 billion on April 18, 2019. The offer shall be by way of a share swap of 10 ordinary shares of NBK for every 1 ordinary share of KCB. The transaction is subject to the recommendation from the board of directors of NBK to the shareholders of NBK to accept the offer, receipt of regulatory approvals, approval from the competition authority of Kenya as well as Capital Markets Authority and Central Bank of Kenya, the company delisting from the Nairobi Securities Exchange upon acceptance of the offer, approval by the shareholders of KCB as well as the shareholders of NBK, conversion of 1.135 billion non-cumulative preference shares of NBK into ordinary shares at a ratio of one preference share to one ordinary share, acceptances from shareholders holding at least 75% of the offer shares and resolution by NBK's shareholders to the de-listing of the offer shares from the NSE.

If the offer is accepted by the shareholders holding at least 90% of the offer shares, KCB will initiate the compulsory acquisition of the remaining shares of NBK. If acceptances of 75% of the offer shares are received and subject to approval from the Capital Markets Authority, the offer shares will be delisted from the NSE. As of May 30, 2019, KCB Group has won shareholder approval for the transaction. As of June 14, 2019, NKB shareholders have approved the transaction. As of August 30, 2019, KCB confirmed that it had received consent to acquire 87.7% stake of National Bank from shareholders. As reported on September 2, 2019, the transaction was approved by Central Bank of Kenya. As of September 5, 2019, all the conditions having been satisfied also the competition authority of Kenya approved the transaction. the transaction will be proceeding to completion. On completion, the non-cumulative preference shares of NBK will be converted to share capital. Post the completion, KCB will hold 97.17% of the total issued share capital of NBK. KCB also appointed Paul Russo as the designate Managing Director of National Bank of Kenya. Coulson Harney LLP acted as a legal advisor and KCB Capital Limited acted as a financial advisor to KCB Group PLC.