The Aga Khan Fund for Economic Development S.A. (AKEF), a prominent private development institution, has announced plans for an internal reorganisation of its shareholding in Nation Media Group Plc (NMG), East Africa’s largest independent media house.
According to a formal notice issued to the Capital Markets Authority (CMA) and Nation Media Group, the restructuring will see AKEF transfer its NMG shares to its wholly owned Kenyan subsidiary, NRFT Holdings Africa Limited (NRFT).
The proposed transaction will not alter the ultimate beneficial ownership of the shares and, as such, does not constitute a public takeover offer under the Capital Markets (Take-overs and Mergers) Regulations, 2002.
Aga Khan Fund for Economic Development S.A. (“AKEFD”), a Swiss for-profit entity and international development institution which invests in countries of East Africa, West Africa and Central Asia, and South Asia, owns ninety-two million, six hundred and eighteen thousand, one hundred and seventy-seven (92,618,177) ordinary shares in Nation Media Group Plc, a Kenyan (CMA regulated) listed public limited company (“NMG”), representing fifty-four point one eight percent (54.08%) of the total issued share capital of NMG.
The restructuring is aimed at streamlining ownership and enhancing operational efficiency. As of 31 December 2024, AKEF directly held 54.08% of NMG’s issued share capital, representing over 72 million shares.
In the notice, AKEF emphasised that the reorganisation is purely internal and will not impact the control structure of NMG. NRFT, which is already wholly owned by AKEF, will become the new registered shareholder, but AKEF will remain the ultimate beneficial owner.
The move is structured to comply with regulatory frameworks in Kenya, Uganda, Rwanda, and Tanzania markets where NMG shares are publicly traded on the Nairobi Securities Exchange (NSE), Uganda Securities Exchange (USE), Rwanda Stock Exchange (RSE), and Dar es Salaam Stock Exchange (DSE).
“There will be no significant changes to NMG’s operations, governance, or shareholder rights as a result of this transaction,” the notice affirmed.
Under Kenyan law, changes in shareholding above 25% can potentially trigger a mandatory public takeover offer. However, Regulation 5(1) of the Take-over Regulations provides exemptions for internal restructurings that do not result in a change of beneficial ownership.
AKEF, through NRFT, has formally applied to the CMA for an exemption from making a mandatory offer, citing that the transaction falls under the permitted exemptions.
“The exemption is being sought as there will be no change in the ultimate control of NMG,” the notice stated. “AKEF remains the beneficial owner before and after the transfer of shares to NRFT.”
Top 10 Shareholders of NMG
As per NMG’s shareholder register dated 31 December 2024, the top ten shareholders included:
| No. | Name of Shareholder | Number of Shares | Percentage |
|---|---|---|---|
| 1 | The 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 | Shah,Lalitaben Kanaiyalal | 1,140,000 | 0.67% |
| 6 | Kenya Reinsurance Corporation Limited | 1,054,152 | 0.62% |
| 7 | Kimani John Kibunga | 978,540 | 0.57% |
| 8 | Adam, Munirabanu Alimohamed | 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 | 123,934,215 | 72.38% | |
The CMA’s approval will be a critical step in finalising the reorganisation. Once granted, NRFT will take over as the direct holder of the shares, while AKEF continues to exercise beneficial control. AKEF confirmed it has no intention to delist NMG from any of the four East African stock exchanges. The reorganisation is expected to be completed “as soon as all applicable approvals are obtained.”
NRFT Holdings Africa Limited, which was incorporated in Kenya in 2021, will assume shareholder rights and obligations under NMG’s existing structure. The transaction also complies with listing rules set by the NSE, USE, RSE, and DSE.
AKEF made it clear that the Nation Media Group shareholding reorganisation is a back-office restructuring and not a signal of divestment or strategic shift. Neither AKEF nor NRFT have any current agreements, plans, or discussions to acquire further shares in NMG beyond the current internal transfer.
“Following completion, NRFT will become the direct holder, while AKEFD 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.” The announcement noted
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