The Aga Khan Fund for Economic Development S.A. (AKEF) has applied to the Capital Markets Authority (CMA) to transfer its 92.6 million shares into its wholly owned Kenyan subsidiary, NRFT Holdings Africa Limited (NRFT).
The adjustment is purely internal and does not change the ultimate beneficial ownership or trigger a public takeover under existing regulations.
“There will be no significant changes to NMG’s operations, governance, or shareholder rights as a result of this transaction,” the notice to CMA and NMG states, underscoring that AKEF remains the beneficial owner both before and after the transfer.
Transaction Structure and Rationale
- Vendor: Aga Khan Fund for Economic Development S.A.
- Purchaser: NRFT Holdings Africa Limited
- Effective Date: Upon receipt of all regulatory approvals, expected in late 2025
- Purpose: Streamline group ownership, enhance operational efficiency, and ensure compliance across multiple jurisdictions
AKEF emphasises that the reorganisation is a back-office restructuring with no strategic shift or divestment. “AKEF remains the beneficial owner before and after the transfer of shares to NRFT,” the filing confirms.
Regulatory Exemption and Compliance
Under Regulation 5(1) of the Capital Markets (Takeovers and Mergers) Regulations, 2002, internal restructurings that do not alter beneficial control are exempt from mandatory takeover offers. AKEF has formally requested this exemption from the CMA, noting:
“The exemption is being sought as there will be no change in the ultimate control of NMG.”
The transaction also aligns with listing requirements on the Nairobi Securities Exchange (NSE), Uganda Securities Exchange (USE), Rwanda Stock Exchange (RSE), and Dar es Salaam Stock Exchange (DSE).
Top 10 NMG Shareholders (as at 31 Dec 2024)
| No. | Shareholder | Shares | Ownership (%) |
|---|---|---|---|
| 1 | Aga Khan Fund for Economic Development S.A. | 92,618,177 | 54.08 |
| 2 | Alpine Investments Limited | 21,050,222 | 12.29 |
| 3 | Standard Chartered Nominees Resd A/C KE11450 | 2,512,210 | 1.47 |
| 4 | Kenya Commercial Bank Nominees Limited A/C 915B | 2,492,636 | 1.46 |
| 5 | Lalitaben Kanaiyalal Shah | 1,140,000 | 0.67 |
| 6 | Kenya Reinsurance Corporation Limited | 1,054,152 | 0.62 |
| 7 | John Kibunga Kimani | 978,540 | 0.57 |
| 8 | Munirabanu Alimohamed Adam | 858,830 | 0.50 |
| 9 | Jubilee Life Insurance Limited | 728,236 | 0.43 |
| 10 | Standard Chartered Nominees A/C 12568 | 501,212 | 0.29 |
| Total Top 10 | 123,934,215 | 72.38 |
Next Steps and Timeline
- The CMA’s decision on the exemption request is pending.
- Upon approval, NRFT will become the registered shareholder of AKEF’s NMG stake.
- AKEF confirms no intention to delist NMG from any East African exchange.
- Completion is expected “as soon as all applicable approvals are obtained.”
This reorganisation is structured to maintain full continuity for policyholders, shareholders, and market participants, reinforcing NMG’s stability across Kenya, Uganda, Rwanda, and Tanzania.
