HF Group Plc has moved to strengthen its employee incentive structure with the issuance of more than 94.2 million ordinary shares to the trustees of its Employee Share Ownership Plan (ESOP), following regulatory approval from the Capital Markets Authority (CMA).
The decision marks one of the largest ESOP allocations in Kenya’s banking sector in recent years, signalling the company’s renewed effort to align staff interests with long-term corporate performance.
In a public announcement issued on 4 December, the Nairobi-based financial services group confirmed that the CMA had given the green light for the listing and issuance of 94,274,401 new shares, each with a par value of KES 5, to the HF Group ESOP trustees.
The shares will be distributed to employees under the company’s incentive programme and in line with the ESOP Trust Deed.
The move is grounded in a shareholder resolution passed on 28 May 2025, authorising the group’s Board of Directors to expand its employee ownership scheme.
The resolution amended the company’s previous share allocation structure and reaffirmed HF Group’s commitment to using equity-based compensation as part of its talent development strategy.
According to the board, the issuance is designed to deepen employee participation in the company’s future growth. The Employee Share Ownership Plan (ESOP) is anchored in Kenya’s Companies Act 2015, which allows listed firms to set aside shares for compensating eligible employees.
HF Group stated that the approved structure had undergone requisite scrutiny by the CMA and its internal governance teams to ensure compliance and transparency.
In its announcement, the company emphasized that the plan is meant to reward staff contributions and cultivate a culture of ownership within the organization. “The shares shall be allotted to the ESOP under the company’s incentive programme and in accordance with the ESOP Trust Deed,” the board said.
The ESOP shares will be issued at KES 5.50 each, representing the value assigned under the trust structure. HF Group noted that the shares are intended for allocation to staff based on predetermined eligibility criteria, and the distribution will follow guidelines set out in the ESOP Trust Deed and Rules.
The initiative forms part of a broader organizational strategy aimed at rebuilding competitiveness and employee morale during a period of ongoing transformation within Kenya’s financial sector.
Employee share ownership, often used globally to enhance retention and align staff behaviour with company objectives, has been gaining traction among Kenyan financial institutions.
Analysts say ESOPs can help reduce employee turnover and support long-term value creation—an approach that HF Group appears to be embracing as it implements reforms across its lending and investment segments.
The company’s statement, signed by Group Company Secretary Regina Anyika also underscores that the ESOP issuance had been approved by shareholders and the Capital Markets Authority, ensuring that the process adheres to all regulatory requirements.
Such regulatory oversight is crucial in a market where transparency, shareholder protection and proper share allocation remain high priorities. The announcement marks the latest significant corporate action by HF Group following a period of restructuring efforts.
Expanding employee ownership could help stabilize the company’s workforce while signaling confidence in HF Group’s long-term outlook.
With more than 94 million shares now allocated to the ESOP, the plan is expected to influence the group’s shareholding structure, although the company did not indicate the exact dilution impact or timeline for full allocation.
The Capital Markets Authority, in its approval process, reviewed the issuance under existing public offer, listing and disclosure regulations. The CMA has continued to maintain oversight of employee share schemes among listed companies to ensure that they meet legal and ethical standards.
In its disclaimer, HF Group reiterated that the CMA takes no responsibility for the accuracy of the statements made in the company’s announcement—an industry-standard caveat intended to reinforce investor due diligence.
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