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Public offer information

How to participate

  1. Read the Offer Document fully.

  2. Read the instructions in paragraph 23 of the Offer Document and on the Form of Acceptance (which shall either be a physical form or an online form as set out at paragraphs 4 – 6 below).

  3. Proceed and fill in the Form of Acceptance should you wish to accept the Offer.

  4. For online acceptance for CDS Individual Retail Shareholders:

    1. follow the offer link sent to you on email or SMS to access the personalised Form of Acceptance for completion, electronic sign-off and submission;
    2. payments will be made in accordance with the mandates in your CDS Account. For a different payment preference, you will need to update the details on your CDS Account through your stockbroker by no later than 17h00 East African Time on the Closing Date; and
    3. submit the Form of Acceptance online together with the required supporting documents, including those set out in paragraph 7 below (as applicable), by no later than 17h00 East African Time on the Closing Date.

  5. For Certificated Shareholders, NCBA Shareholders with CDS Corporate Accounts and/or CDS Joint Accounts as well as accounts for deceased NCBA Shareholders or CDS Accounts under probate:

    1. follow the offer link sent to you on email or SMS to your online Form of Acceptance page, download the personalised Form of Acceptance, have it completed, signed-off and submitted by the authorised signatories;
    2. payments will be made in accordance with the mandates on the Share Register. To update your payment for the relevant CDS Accounts, you will need to update the details on your CDS Account through your stockbroker. For Certificated Shareholders, complete the payment mandate details on the Form of Acceptance and attach supporting documents listed in paragraph 7 below for verification; and
    3. deliver the physical Form of Acceptance to a stockbroker or investment bank listed in Annexure F of the Offer Document (Authorised Acceptance Agents), together with the required supporting documents, including those set out in paragraph 7 below (as applicable), by no later than 17h00 East African Time on the Closing Date.

  6. For NCBA Shareholders who received a physical form of the Offer Document by post:

    1. complete and sign the Form of Acceptance;
    2. payments will be made in accordance with the mandates on the Share Register. To update your payment for the relevant CDS Accounts, you will need to update the details on your CDS Account through your stockbroker. For Certificated Shareholders, complete the payment mandate details on the Form of Acceptance to update your payment mandate; and
    3. deliver the Form of Acceptance to any one of the Authorised Acceptance Agents together with the required supporting documents, including those set out in paragraph 7 below (as applicable), by no later than 17h00 East African Time on the Closing Date.

  7. All NCBA Shareholders described in paragraphs 4, 5 and 6 above must submit a duly completed and signed Form of Acceptance, in the manner applicable to them, together with the required supporting documents, including:

    1. for individuals, a copy of your national identity card or passport duly certified by an advocate (or in the case of a non-Kenyan citizen your documents should be duly notarised).

      Where an NCBA Shareholder has not provided a certified document, arrangements may be made to have the document certified with the relevant stockbroker or advocate.

    2. for corporate entities, a copy of your certificate of incorporation/registration and official search results (CR12 or equivalent) dated within 3 months of the Closing Date, all duly certified by an advocate (in the case of a non-Kenyan entity the documents should be duly notarised);

    3. if signed under a power of attorney, a certified copy of the power of attorney (or a notarized copy of power of attorney in the case of a non-Kenyan entity or an individual who is not in Kenya). The power of attorney should be registered at the documents registry in Kenya pursuant to the Registration of Documents Act.

    4. if the NCBA Shareholder is deceased or their estate is undergoing probate, please submit a certified copy of their death certificate and surrender of their national identification document notice or copy of their identification document together with the applicable probate documents, i.e. copies of the letters of administration, grant of probate, certificate of confirmation of grant of letters of administration, certificate of confirmation of grant of probate or resealed grant of probate (as the case may be), duly certified by the duly authorised representative of the issuing court in Kenya;
    5. where payment mandate instructions are being updated, the shareholder is required to provide proof of the account details, such as a redacted bank statement, a cancelled cheque, or other supporting documentation acceptable to the Processing Agent, duly certified by an advocate (or notarised in the case of a non-Kenyan entity);
    6. duly completed Form of Instructions (as applicable) clearly setting out the Accepting Shareholder’s CSDP Account details, for shareholders with existing CSDP accounts on the JSE, for purposes of settling any Nedbank Shares;
    7. the latest statement of account or account confirmation issued by the relevant CSDP, to verify the Accepting Shareholder’s CSDP Account Information;
    8. for all Certificated Shareholders, all original share certificates or a signed original indemnity if the share certificates are unavailable; and
    9. any other document required by the Processing Agent for the purposes of the acceptance of the Offer.

To facilitate the participation of NCBA Shareholders in the Offer, the Offeror has engaged the services of the Processing Agent to provide an online portal (the C&R Portal) via which NCBA Shareholders who wish to participate in the Offer can access relevant information regarding the Offer and submit acceptances of the Offer, together with the requisite accompanying information. Accordingly, all online acceptances and submissions referred to in paragraphs 4, 5 and 7 above and elsewhere in the Offer Document must be made via the C&R Portal. The C&R Portal may be accessed at https://nedbankoffer.candr.africa.