THE BANK THAT BROKE THE TRUCKER: How NCBA’s Asset Financing Empire Is on Trial Before London’s Most Feared Arbitral Tribunal

There is a script that Kenya’s top-tier lenders have rehearsed for decades. Extend credit. Secure it with assets, debentures, and personal guarantees.

Wait.

And when the borrower stumbles, invoke the Insolvency Act with all the force of a sledgehammer. The script, however, appears to have hit a wall in the most expensive and embarrassing fashion possible for NCBA Bank Kenya PLC.

The wall is a Sh88 billion arbitration claim filed before the London Court of International Arbitration, brought by the shareholders of Multiple Hauliers (EA) Limited, a logistics company that NCBA and its co-financier helped fund in 2017 and, the shareholders now allege, helped destroy.

This is not a dispute about a rogue borrower who disappeared into the night with loan proceeds. It is, according to court papers, a claim that the bank and its co-lender Barak Fund SPC Limited, a Mauritius-registered offshore private credit vehicle, agreed to a syndicated facility to fund Multiple Hauliers’ fleet expansion and then failed to disburse the full agreed amount.

That alleged shortfall, the claimants say, set off a liquidity cascade that pushed one of Kenya’s most storied road freight companies into financial ruin and eventual administration. The Sh88 billion claim, which dwarfs the Sh12.7 billion that NCBA says is owed to it, covers alleged lost business, disrupted contracts, and commercial damages stretching across nearly a decade of financial attrition.

If the numbers alone do not concentrate the mind, the timing should. NCBA Group is on the cusp of the most consequential ownership transition in its history. South Africa’s Nedbank has made a formal offer to acquire approximately 66 percent of NCBA for roughly Sh113.7 billion, structured as 20 percent cash and 80 percent newly issued Nedbank shares listed on the Johannesburg Stock Exchange. Kenya’s Capital Markets Authority cleared the deal’s regulatory path in February 2026, granting Nedbank an exemption from mandatory full-offer obligations. Shareholders holding 77.54 percent of NCBA’s equity have committed irrevocable undertakings in support of the transaction, which is expected to close in the third quarter of 2026. The deal, in other words, is all but done. Against that backdrop, an Sh88 billion liability at the London Court of International Arbitration, scheduled for hearing in March 2027, is precisely the kind of disclosure that investors, both existing and incoming, may wish they had seen on the front page of every financial publication in East Africa.

The Anatomy of a Collapsed Financing Deal

The genesis of the dispute lies in a 2017 syndicated financing package that court papers describe as a combination of term loans and working capital lines from NIC Bank (which would later merge with CBA to become NCBA in 2019) and Barak Fund SPC Limited. The facility was secured by debentures over Multiple Hauliers’ assets and by personal and corporate guarantees from the company’s shareholders, principally MG Holdings Limited and individuals including Rajinder Singh Baryan, the Estate of Tarlochan Singh Heer, and Manvir Singh Baryan. The purpose was straightforward: fleet expansion and operational financing for one of Kenya’s oldest and largest road freight operators.

Court papers indicate that Multiple Hauliers attempted to borrow Sh10.8 billion from a consortium of banks in 2017, including NIC Bank. The original consortium also included South Africa’s Standard Bank and its Kenyan subsidiary Stanbic Bank, a detail with a certain irony given that Stanbic is now the vehicle through which Standard Bank had earlier been eyeing NCBA itself. The web of institutional relationships in this case is not incidental. It is constitutive of the problem.

The shareholders allege that the agreed facilities were never fully disbursed. Their claim, filed in London arbitration in 2024, asserts a breach of the financing commitments by both NCBA and Barak Fund. They say the funding shortfall did not merely inconvenience Multiple Hauliers. It strangled it. A logistics company that relies on fleet expansion financing must either expand or contract. The alleged failure to release agreed credit at the critical moment, they say, triggered the liquidity crisis that began the company’s long, painful descent. That descent lasted years. NCBA demanded immediate payment on March 19, 2021, upon the expiry of a standstill agreement that the bank and other participating lenders had signed in March 2020, agreeing to suspend enforcement action for a period of six months.

The timing is worth examining. The standstill agreement, signed in March 2020, coincided with the onset of the COVID-19 pandemic. Multiple Hauliers was already in financial distress, having seen its business eroded in part by the Kenya government’s decision to shift cargo onto the Standard Gauge Railway’s commercial freight service. Logistics firms like Multiple Hauliers had registered significantly lower revenues since 2019 when the government launched the cargo wing of its Standard Gauge Railway business. The combination of a credit shortfall allegedly caused by the lenders, pandemic-era revenue collapse, and SGR competition created a perfect storm in which, the shareholders argue, the bank’s conduct was not merely a contributing factor but the precipitating cause of the company’s ruin.

The firm’s failed bid to borrow Sh14.8 billion in 2017 left it unable to pay many of its debts, which spiralled into two insolvency petitions. By the time the dust settled on the immediate legal skirmishing, Multiple Hauliers was in administration, its fleet depreciating, its employees facing NSSF arrears, and its creditors, which numbered over fifteen institutions, jostling for position in an increasingly chaotic insolvency queue.

The Administration Gambit: Enforcement as Strategy

NCBA

What makes the Multiple Hauliers case particularly illuminating as a study of NCBA’s enforcement playbook is the sequence of moves the bank made after the standstill agreement expired. Within months of the standstill lapsing, NCBA Bank placed Multiple Hauliers under administration on June 7, 2021, appointing Ernst & Young managers Anthony Makenzi Muthusi and Julius Mumo Ngonga to take over Multiple Hauliers’ affairs. The company fought back immediately. Two days later, Multiple Hauliers opposed the administrators and obtained court orders suspending the administration bid, filing an application seeking the revocation of the appointment of the administrators and a permanent injunction restraining them from advertising their appointment.

The bank’s use of administration as an enforcement tool, rather than as a genuine rescue mechanism, is the core accusation that runs through the years of litigation that followed. The shareholders have consistently argued that NCBA’s objective was never the rehabilitation of Multiple Hauliers but the seizure of its assets at a moment when the company was most vulnerable. The bank’s own court papers lend some texture to this reading. In an affidavit sworn on behalf of NCBA, the bank stated that the proposed investor deal was a ruse that had been used by the company to continue delaying the completion of the administration of the company, and it set out a litany of extensions sought by the company to negotiate from October 2021 to June 2024. The bank, in other words, had grown impatient with a restructuring process that had dragged on for years while its security eroded.

This is precisely the argument that borrowers in distress most fear from lenders of NCBA’s scale and legal resources. The bank’s position, reduced to its essentials, was: we are a secured creditor, our security is deteriorating, and we will use every statutory tool available to protect our exposure. There is nothing unlawful about that position on its face. The problem is what happens when a lender invokes those tools while simultaneously being the subject of an arbitration claim alleging that it caused the distress it is now seeking to resolve through enforcement.

The High Court in October 2025 found that NCBA’s enforcement actions during the pendency of the London arbitration constituted a sufficient risk to the arbitral process to warrant a restraining order. The court barred the bank from appointing administrators or enforcing personal guarantees, warning that such steps could undermine the arbitral process and potentially destroy the company before liability was determined. The Court of Appeal subsequently suspended that restraint on the grounds that the bank’s assets were at risk of dissipation under the company’s current management, but the appellate court was careful to note that it was not resolving the underlying dispute. It directed that the appeal be heard on a priority basis and acknowledged that the substantive legal questions, including the critical question of whether a secured lender can use insolvency tools to override arbitration protections, remain fully live.

NCBA’s Asset Finance Footprint: Power Built on Enforcement

To understand why the Multiple Hauliers case is so significant, one must understand the scale and structure of NCBA’s asset financing operation. The bank has built one of Kenya’s largest asset-backed lending portfolios and markets its corporate asset financing as a defining competitive strength. Its own promotional materials describe the product as providing fleet financing, machinery and equipment loans, and operating leases with approval processes that can be completed in a single day. NCBA held vehicles valued at Sh56 billion as collateral from borrowers, while it held broader property security of Sh334 billion, representing 67 percent of its total Sh498 billion in security.

The numbers make clear that asset enforcement is not a peripheral activity for this bank. It is a central pillar of its credit risk management. When a borrower defaults, the bank’s ability to repossess vehicles, machinery, and property and sell them under the statutory power of sale is the mechanism through which its capital ratios are protected. Kenya’s courts have generally been sympathetic to this position. In case after case, judges have upheld the bank’s right to repossess assets and exercise the statutory power of sale, even when borrowers raised questions about the accuracy of outstanding balances.

In Aggarwal v NCBA Bank Kenya PLC, a case decided by the High Court in April 2024, a borrower who had paid over Sh87 million toward settlement of an outstanding facility and offered two properties in full and final settlement found himself facing auction proceedings when the bank resumed enforcement. The court noted that the loan had stood at Sh195,023,495 plus a dollar-denominated portion as at October 2023, and that NCBA had argued that the statutory notices had been properly served, satisfying the requirements for the exercise of the power of sale. The borrower lost.

In Ndungu v NCBA Bank Kenya PLC, decided in March 2025, a borrower complained that the bank had unilaterally changed the conversion rate on a dollar-denominated loan when her salary currency changed, resulting in a higher outstanding balance than she expected. The bank proceeded to recover Sh759,461.95 directly from the plaintiff’s bank account in January and February 2024, which caused her to move her salary account to another bank to stop what she described as the bank raiding her finances, and the bank then threatened to report her to the Credit Reference Bureau. The court declined to grant an injunction, ruling that the value of the mortgaged property could be quantified and that any improper exercise of the power of sale could be compensated in damages. The borrower’s house remained at risk of auction.

In NCBA Bank v Nyaata, a 2024 case at the High Court, a borrower raised the argument that NCBA had repossessed an asset during the pendency of a consent agreement on loan restructuring. The borrower stated that the bank’s action of instructing a repossession agent to repossess the subject motor vehicle during the pendency of the parties’ consent agreement on restructuring of the loan was ill-intended, and the borrower further alleged that an overpayment had been made on the loan facility. The pattern across these cases is remarkably consistent: a distressed borrower challenges the bank’s enforcement, raises questions about the accuracy of its accounts or the terms of its agreements, and finds the courts largely unmoved.

The Multiple Hauliers case represents the mirror image of this pattern. For once, the borrower’s shareholders did not wait for NCBA to foreclose and then challenge in a Kenyan court where the institutional weight of a Tier One lender looms large. They took the fight to London, before an international tribunal where the playing field is genuinely level and where a Sh88 billion damages claim demands the same forensic scrutiny as any other commercial dispute, regardless of which party holds the debentures.

The Ownership Transition: What Nedbank Is Buying Into

The Multiple Hauliers arbitration does not exist in isolation from NCBA’s ownership story. That story has grown considerably more complicated in recent years. NCBA Group is primarily owned by the family of former Central Bank of Kenya Governor Philip Ndegwa, which, as of December 2024, had overtaken the Kenyatta family to become the largest shareholder. Through First Chartered Securities, the Ndegwa family holds a 14.44 percent stake in NCBA Group, amounting to Sh8 billion, after acquiring an additional 31.6 million shares. The Kenyatta family, through Enke Investments, retains a 13.2 percent stake, while D&M Management Services holds 11.54 percent. In December 2025, Muhoho Kenyatta, the son of the late President Jomo Kenyatta and brother of former President Uhuru Kenyatta, was appointed a Non-Executive Director, formalising the family’s renewed board presence at a bank they have been associated with since CBA’s era.

The Nedbank transaction adds a further layer. Nedbank Group has secured a Kenyan regulatory waiver from the Capital Markets Authority that clears the way for its plan to acquire about 66 percent of NCBA Group, with the exemption granted on February 19, 2026, relieving the South African lender from the requirement to make a mandatory offer for 100 percent of NCBA shares. The transaction, expected to close in the third quarter of 2026, would make NCBA a subsidiary of the South African lender while the remaining 34 percent of its shares continue to trade on the Nairobi Securities Exchange. Shareholders holding 77.54 percent of NCBA’s equity have committed irrevocable undertakings in support of the offer.

Nedbank is not acquiring a blank slate. It is acquiring a bank that is the principal defendant in an Sh88 billion international arbitration, a bank with Sh56 billion in vehicle collateral and Sh334 billion in property security that it has shown itself willing and able to enforce with speed and aggression, and a bank whose asset financing portfolio has generated a paper trail of borrower grievances stretching from individual vehicle repossessions to the near-liquidation of one of Kenya’s oldest transport companies. Whether the South African lender has conducted due diligence on the full scope of that liability, and whether the arbitration claim is disclosed in the transaction documents with the prominence it deserves, are questions that minority shareholders left behind on the Nairobi Securities Exchange may wish to press at the next annual general meeting.

What Every Borrower Should Know

The Multiple Hauliers case offers lessons that extend far beyond the transport sector. They speak directly to any business that has entered, or is considering entering, a large asset-backed or syndicated financing arrangement with NCBA or any comparably aggressive lender.

The first lesson is that a standstill agreement is not a ceasefire. NCBA and the other participating lenders signed a standstill deal in March 2020 agreeing to suspend enforcement action for six months, and then NCBA demanded immediate payment in March 2021 upon its expiry, and moved to appoint administrators within months. A standstill buys time. It does not change the fundamental dynamic of power between a secured lender and a distressed borrower.

The second lesson is that the bank’s internal documentation and account statements should be subject to independent verification at every stage of a large loan relationship. The Ndungu case, the Aggarwal case, and the Nyaata case all share a common feature: borrowers who disputed the accuracy of the bank’s outstanding balance calculations and found those disputes treated as legally insufficient to restrain enforcement. In the Multiple Hauliers dispute, the shareholders take that grievance to its logical extreme: they allege not just that the bank miscalculated what was owed, but that the bank never disbursed what was agreed, and that the entire subsequent debt edifice rests on a foundation of alleged breach.

The third lesson is structural. NCBA’s general terms and conditions, as revealed in Mbogo v NCBA Bank Kenya, contain a clause permitting the bank to terminate or vary its business relationship with the customer at any time upon notice, and to freeze any account without prior notice in a wide range of circumstances including, remarkably, circumstances where the bank has doubt for any reason, whether or not well founded, as to the person or persons entitled to operate the account. The General Terms and Conditions of NCBA Bank provide that the bank may at any time, upon notice to the customer, cancel credits which it has granted and require the repayment of outstanding debts resulting therefrom within such time as the bank may determine. That contractual asymmetry, standard across Kenyan banking but rarely examined in isolation, means that the bank retains near-unlimited discretion to alter the terms of engagement in its favour, subject only to the limits imposed by statute and case law.

The fourth lesson is jurisdictional. The Multiple Hauliers shareholders’ decision to file their claim in London rather than Nairobi was not merely a tactical choice. It was a recognition that Kenyan courts, while increasingly sophisticated in commercial matters, operate within a context where institutional lenders carry structural advantages: deeper legal resources, greater familiarity with insolvency procedures, and an implicit presumption, visible in judgment after judgment, that secured creditors have rights that borrowers in default cannot easily override. The London Court of International Arbitration does not carry those assumptions. Before it, NCBA must answer the shareholders’ claim on its merits, with no home advantage.

Conclusion: The Trial of a Business Model

NCBA is not a rogue institution. It is a properly regulated, NSE-listed bank that has generated consistent profits for its shareholders, including two of Kenya’s most powerful business dynasties, and that is about to become a subsidiary of one of Southern Africa’s largest lenders. But the Multiple Hauliers case is a stress test of whether the bank’s asset financing model, built on aggressive security enforcement and the liberal use of insolvency tools, can withstand scrutiny before a forum that it cannot home-court.

The arbitration hearing is fourteen months away. The Sh88 billion claim is not going anywhere. If the shareholders’ version of events withstands the scrutiny of an international tribunal, the implications for NCBA’s commercial reputation in the transport and logistics sector, and for the confidence of large syndicated borrowers more generally, will be severe. Every corporate borrower who has signed a syndicated loan agreement with NCBA, every business that has pledged its assets as security for a working capital facility, and every investor who is considering buying into the bank through the Nedbank transaction should read the particulars of this case with the attention it demands.

The London arbitration is, in essence, the bill coming due for a model of lending that extracts maximum security, enforces it at maximum speed, and bets that the Kenyan courts will always see the matter from the lender’s side. The bet may be about to be tested before judges who have no interest in that outcome.

The London Court of International Arbitration hearing in the Multiple Hauliers matter is scheduled for March 2027. Kenya Insights will continue to report on developments in this matter.