Afreximbank guarantees Sh11 billion payout in sale of NBK

Afreximbank headquarters in Cairo, Egypt.

Photo credit: Pool

The African Export–Import Bank (Afreximbank) issued an $89.5 million (Sh11.56 billion) payment guarantee to facilitate the acquisition of KCB Group-owned National Bank of Kenya (NBK) by Nigeria’s Access Bank Group, in a deal valued at $106.9 million (Sh13.81 billion).

The guarantee represents 83.7 percent of the deal value.

Access Bank disclosures show Afreximbank- a multilateral trade finance institution, backed the deal giving the two lenders the comfort to proceed with the transaction before all closing conditions are fully satisfied.

Although central banks in Kenya and Nigeria have granted preliminary approval, final authorisations remain pending. As a result, the deal is not yet fully closed and control of NBK had not transferred to Access Bank as at the end of June 2025.

The guarantee by Afreximbank therefore bridges the gap between the signing of the transaction and the final completion, assuring KCB Group that payment will be made once all closing conditions are met.

To secure the seller’s (KCB) right to receive payment pending satisfaction of the regulatory conditions, the group (Access), the seller, and Afreximbank entered into a guarantee agreement of a maximum guarantee amount of $89.5 million effective 30 May 2025,” said Access in the interim financial report for up to June 2025.

The guarantee means that should Access fail to pay once all closing conditions are fulfilled, Afreximbank will be forced to step in and pay the Kenyan lender up to the guaranteed amount.

The transaction, first revealed in March 2024 and formally executed on May 30, 2025, involves Access Bank acquiring 100 percent of the issued share capital of NBK from KCB Group.

However, Access says the transaction remains subject to the receipt of unconditional regulatory approvals, which represents the final requirement for satisfying the closing conditions.

As of June 30,2025, Access Bank confirmed in its interim financial statements that the acquisition had not been consolidated, given that “control of NBK had not yet transferred” and regulatory approvals remained conditional.

The acquisition is part of Access Bank’s ongoing expansion strategy in East Africa.

Access already operates in Kenya through Access Bank Kenya, which previously traded as Transnational Bank before the acquisition deal in 2020.

Access Bank Kenya operations will be merged with those of NBK once the transaction is completed, enhancing the lender’s foothold in the country. Access has 25 branches in the country against NBK’s 85.

KCB acquired NBK in 2019 but has since struggled to fully integrate the subsidiary, citing legacy non-performing loans and capital adequacy challenges.

Selling NBK to Access Bank allows KCB to streamline its operations and focus on its core markets while freeing up capital for future growth.

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