NIC Group’s NIC Bank have announced that plans to merge with Commercial Bank of Africa (CBA) is nearing completion.
NIC Group says it is set to remain listed on the Nairobi Securities Exchange with 34 shareholders of CBA aggregated to own 53 percent of the then issued shares in NIC Group, whilst existing NIC Group shareholders will own 47 percent of the then issued shares in NIC Group.
The merger of the two financial entities is expected to enhance capacity through capital consolidation and strong liquidity to capture strategic growth opportunities.
This is in compliance with the directive by the Central Bank of Kenya which in 2008, reviewed the minimum capital requirements for commercial banks and mortgage finance institutions.
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While the requirement was aimed at maintaining a more stable and efficient banking and financial system, the Banking Act (2008), required that every financial institution maintain; a minimum core capital of at least KES 1 billion (USD 12 million) by 2012, ensure a core capital of not less than 8% of total risk adjusted assets plus risk adjusted off balance sheet items; a core capital of not less than 8% of its total deposit liabilities; and a total capital of not less than 12% of its total risk adjusted assets plus risk adjusted off balance sheet items.
While the combination of the two entities will help to create a strong digital proposition and a robust corporate and asset finance offering, it is also aimed at ensuring a strong capital base as envisaged in the 2008 Banking Act.
In a statement, the partners say they have agreed on the merger.
“The merger of NIC Group, NIC Bank and CBA is expected to be completed upon fulfillment of a certain set of conditions precedent, customary to transactions of this nature, including but not limited to, the parties obtaining applicable shareholder and regulatory approvals, and the parties entering into and completing various transactional agreements to complete the merger.”
Once the merger succeeds the two financial entities would be consummated through share exchange, business and asset transfer and share acquisitions in relation to various constituent group companies of NIC Group and CBA.
“Ultimately, the shareholders of CBA will exchange their shares in CBA for new shares in NIC Group, which will be the holding company of the merged businesses.”
NIC Group has advised shareholders, bondholders and the investing public to exercise caution when dealing in NIC Group and NIC Bank securities.