We are pleased to report that tremendous progress has been made since we first announced the commencement of discussions on 6th December 2018 regarding the proposed merger between NIC Group PLC (NIC Group) and Commercial Bank of Africa Limited (CBA):
- The Directors of NIC Group and CBA agreed to enter into the merger subject to a set of conditions
customary to a transaction of this nature including but not limited to obtaining applicable corporate
and regulatory approval.
- The Directors of NIC Group and CBA agreed that the proposed merger be effected through share
exchanges, business and assets transfers and share acquisition.
- The Merger Agreement has been signed
- The shareholders of CBA and NIC Group approved the merger at their annual general meetings held
on the 16th and 17th of April 2019 respectively
- Various regulatory filings continue to be made
- An Integration Management Office has been set up and a detailed integration work plan developed
- A comprehensive array of work streams have been set up and are working to get us ready for a successful day 1
As we have stated before, we are bringing together two like-minded and strong teams to create one of the largest financial institutions in the region. The new institution will be a reflection of both companies’ values and mission, borrowing from the best of both and building new strengths to deliver for our customers and other stakeholders.
In a reflection of the equal contribution both NIC Group and CBA bring, the merged Group will operate under a new name and brand, which will be determined prior to concluding the merger. The combined entity’s board of directors and executive management team will also be well balanced between the two institutions.
Upon approval by the regulators, the listed NIC Group (which will be renamed) will be the merged Group’s non-operating holding company with subsidiary banks and other institutions in the countries where we operate. In Kenya, our operating commercial bank is intended to be the current CBA (which will also be renamed).
As we have noted previously, one of the key strengths of the combined entity will be its digital banking capability. To extract full value from this capability, we intend to create a distinct digital business with a separate board.
Upon finalisation of the merger and subject to regulatory approval:
Isaac Awuondo, who is currently the Group Managing Director of CBA will become Chairman of the Kenyan banking subsidiary and maintain direct oversight over the Digital Business. In this role, Isaac will continue to provide the day to day leadership of the Digital Business as we develop its long term strategy.
John Gachora, who is currently the Group Managing Director of NIC Group will become the Group Managing Director and Chief Executive Officer of the combined entity. He will be responsible for the day to day management of the Group’s businesses.
The executive team to support Isaac and John will be announced in due course. Please join us in wishing both Isaac and John great success in their respective future roles. In the interim and until the merger is approved by all requisite regulators, the two companies will continue to operate independently.
James PM Ndegwa
Chairman, NIC Group PLC
Chairman, Commercial Bank of Africa Limited