•KCB intends to acquire up to 100 per cent of the ordinary shares of NBK
• It will be through a share swap of one ordinary share of KCB for every ten ordinary shares of NBK.
National Bank of Kenya shareholders have approved the conditional conversion of preference shares into ordinary shares upon the completion of a proposed takeover bid by KCB Group.
According to the offeror’s statement, KCB intends to acquire up to 100 per cent of the ordinary shares of NBK through a share swap of one ordinary share of KCB for every ten ordinary shares of the NBK.
The offer requires the 1,135,000,000 preference shares in the capital of the Bank to be converted on a one to one basis.
Board chairman Mohamed Hassan said the bank remains a strong institution with supportive shareholders and customers.
The take-over bid from KCB outlined several predicating factors which include the proposal that National Bank will continue to operate as a separate subsidiary of KCB for a while.
According to Capital Markets Regulations (take-overs and mergers 2002), National Bank shareholders should receive a detailed take-over bid document by KCB.
National Bank’s board will analyze the bid and give appropriate recommendations to its shareholders.
Finally, the completion of the proposed transaction as a result of KCB’s Take-Over Bid or a Competing Bid is subject to NBK’s shareholders acceptance as well as regulatory approvals from, amongst others, the Capital Markets Authority, the Central Bank of Kenya, and the Competition Authority of Kenya.