The Aga Khan Fund for Economic Development (AKFED) has confirmed a strategic internal reorganisation in which it will transfer its controlling 54.08 % shareholding in Nation Media Group Plc (NMG)—equating to approximately 92.6 million ordinary shares—to its Kenyan subsidiary, NPRT Holdings Africa Limited. The move is intended to consolidate ownership within a Kenyan-registered entity, without involving any external party or change in effective control.
Structure and Legal Compliance
The proposed restructuring involves a block transfer initiated under a share transfer agreement executed on July 30, 2025, whereby AKFED will sell NMG shares to NPRT in exchange for equity in NPRT itself. Following completion, NPRT will become the direct shareholder while AKFED remains the ultimate beneficial owner.
The transfer has been framed to comply with Kenya’s Capital Markets (Take‑overs and Mergers) Regulations. NPRT has notified relevant authorities of its intention to acquire control, but is also seeking an exemption under Regulation 5 from the obligation to make a mandatory takeover offer, citing the absence of change in beneficial ownership or any participation by third-party investors. Shareholder rights, corporate governance structures, and cross-listing on regional bourses are expected to remain intact throughout the process.
NPRT Holdings Africa Limited: The New Shareholding Entity
NPRT Holdings Africa is a Kenyan-registered company wholly owned by AKFED. Prior to this transaction, NPRT held no shares in NMG, and none of its directors—nor AKFED directors personally—hold NMG shares. The entity exists solely to house NMG stock on behalf of AKFED.
Implications for the Market and Shareholders
- No change in control: Despite the share movement, AKFED continues to maintain full beneficial control.
- Unaltered public listing: NMG will continue trading on the Nairobi Securities Exchange, and remain cross-listed on the Uganda, Rwanda and Dar es Salaam exchanges, ensuring continued market access for regional investors. :contentReference[oaicite:0]{index=0}
- Transparent process: The transaction will proceed upon receiving regulatory approvals from Kenya’s Capital Markets Authority, the Nairobi Stock Exchange, and competition regulators. :contentReference[oaicite:1]{index=1}
- Routine governance and operations: No organisational or strategic changes are anticipated for NMG, which remains committed to editorial independence and stakeholder value creation. :contentReference[oaicite:2]{index=2}
Background on Nation Media Group
NMG is a leading East African media conglomerate, founded in 1959 by Aga Khan IV under AKFED’s auspices. The group operates across multiple platforms, including flagship newspapers like the Daily Nation and Business Daily Africa, as well as television and radio outlets across Kenya, Uganda, Tanzania and Rwanda. It has maintained a strong presence on the Nairobi Securities Exchange since the early 1970s, with regional cross-listings in East African markets. :contentReference[oaicite:3]{index=3}
Why the Reorganisation Matters
This internal consolidation appears aimed at simplifying legal and regulatory structures by localising the holding company in Kenya. It should not materially affect NMG’s strategic direction, operations or investor relations. Instead, it reflects AKFED’s broader governance strategy to streamline its corporate architecture in alignment with Kenyan regulatory frameworks.
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Conclusion: A Strategic Restructure with Minimal Disruption
In conclusion, AKFED’s decision to transfer its 54.08 % stake in NMG to NPRT Holdings Africa Ltd represents a careful and legally compliant internal restructuring. With no change in ultimate ownership or shifts in operational control, the move ensures continuity for shareholders and the market, while aligning AKFED’s holdings with regulatory clarity. As NMG continues its mission to deliver independent journalism across East Africa, this structural refinement positions the company for sustained stability and seamless service to its audience and investors.
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