AKFED announces plan to transfer its majority stake in NMG to Kenyan subsidiary

Aga Khan Fund for Economic Development S.A. (AKFED) has announced plans to transfer all its 92,618,177 ordinary shares in Nation Media Group (NMG) to its Kenyan subsidiary, NPRT Holdings Africa Limited (NPRT).

The proposed transaction represents 54.08 per cent of the total issued share capital of NMG, a Nairobi Security Exchange (NSE)-listed media company.

It is also cross-listed on the Uganda Securities Exchange (USE), the Rwanda Stock Exchange (RSE) and the Dar-es-Salaam Stock Exchange (DSE).

The intended internal reorganisation, which will be conducted pursuant to Regulation 4(1) of the Capital Markets (Take-overs and Mergers) Regulations, 2002, will give NPRT effective control of NMG.

Because the reorganisation will not result in any change in the ultimate beneficial ownership of the shares, and neither AKFED nor NPRT will be required to make a take-over offer for the remainder of the share capital of NMG, NPRT intends, pursuant to regulation 5 of the Take-over Regulations, to apply to the Capital Markets Authority (CMA) for an exemption from the requirement to make a mandatory take-over offer for the shares now owned by AKFED as of the date of the notice issued on July 30.

NPRT is a Kenyan company wholly owned by AKFED whose whole principal activity is holding shares in NMG following the internal reorganisation and has not previously held any shares in NMG as of the date of the notice, and neither its directors nor AKFED’s directors hold NMG shares in their personal capacities.

As at 31 December 2024, AKFED was NMG’s largest shareholder with the other in the top 10 category being Alpine Investments Limited with 21,050,222 shares or 12.29 per cent, Standard Chartered Nominees Resd A/C KE11450 with 2,512,210 shares or 1.47 per cent, Kenya Commercial Bank Nominees Limited A/C 9185 with 2,492,636 shares or 1.46 per cent and Lalitaben Shah with 1,140,000 shares or 0.67 per cent.

Others are Kenya Reinsurance Corporation Limited with 1,054,152 shares or 0.62 per cent, John Kibunga Kimani with 978,504 shares or 0.57 per cent, Adam Munirabuni with 858,380 shares or 0.50 per cent,  Jubilee Life Insurance Limited with 788,233 or 0.43 shares and Standard Chartered Nominees A/C 12568 with 501,212 or 0.29 shares.

“Pursuant to the share transfer agreement, AKFED will sell and NPRT will purchase the shares in consideration for the issuance to AKFED of shares in the issued share capital of NPRT.  The reorganisation is subject to the satisfaction of conditions precedent typical of a transaction of this nature and will be consummated by block transfer of the Shares between the parties, subject to compliance with the NSE’s Listing Rules (as amended),” the notice published in the Daily Nation said.

“Following completion, NPRT will become the direct holder, while AKFED will remain the beneficial owner of the Shares. No significant changes to NMG’s operations or governance are envisaged as a result of the reorganisation. No irrevocable undertakings have been obtained and no options to acquire have been given or obtained from any existing shareholder of NMG and no agreements, arrangements or understandings exist or are proposed between NPRT or any related company or persons associated or acting in concert with it and any existing shareholders of NMG beyond the scope of this reorganisation,” it added.

According to the notice, the reorganisation will not result in any change in the ultimate control of NMG. AKFED, which currently holds 54.08 per cent of the total issued share capital of NMG, will sell its entire shareholding to NPRT. Since NPRT is wholly owned by AKFED, the ultimate control of NMG and ownership of the Shares will remain unchanged.

The primary purpose is for AKFED to own the shares through a Kenyan company and does not involve any new external parties acquiring control over NMG and does not involve any changes to the business operations, management, or strategic direction of NMG. Shareholders will continue to hold their shares in NMG, and their rights and interests will remain unchanged.

AKFED and NPRT do not have any intention to change the listing status of NMG on the NSE and cross-listing on the USE, RSE and DSE. They intend for NMG to continue to provide opportunities for the public to invest in NMG and to share and participate in the growth and direction of NMG’s future.

Completion is expected to occur as soon as all requisite approvals are obtained.

AKFED is a Swiss not-for-profit entity and international development institution which invests in countries of East Africa, West Africa, Central Asia, and South Asia.