Former SportPesa chairman Paul Wanderi Ndung’u has announced that he will appeal a London High Court ruling that threw out his multi-million-pound claim against SportPesa Global Holdings Limited and its directors.
He described the November 18 judgment as deeply flawed and said he will seek reinstatement of his original 17 percent stake along with substantial compensation.
The 190-page decision by Justice Edwin Johnson in case CR-2022-000135 dismissed allegations of fraud, conspiracy, forgery and oppressive conduct, ruling that Ndung’u’s shareholding was lawfully diluted from 17 percent to 0.85 percent.
The court found that the dilution resulted from rights issues that were required to rescue the company when it faced severe financial strain during the 2019 to 2022 tax disputes in Kenya.
SportPesa welcomed the verdict as full vindication, saying the High Court found no evidence to support the accusations.
The company said it had always maintained that its actions were legal and proper.
Ndung’u’s lead counsel Ekuru Aukot, who attended the three-week trial in London, said the fight is not over.
Preparations for an appeal to the Court of Appeal of England and Wales are already underway ahead of the January 28 deadline.
Aukot said several aspects of the judgment actually boost Ndung’u’s case. He noted that the judge found SportPesa Global Holdings breached the Companies Act by failing to properly serve Ndung’u with share offer letters required under statutory pre-emption rules, which made the dilution technically unlawful. He added that the court accepted that the company filed unaudited accounts in years when it was required to prepare audited consolidated group statements. He said the directors admitted multiple statutory breaches during cross-examination and the judge flagged the absence of board minutes or written records to support key explanations, including claims of advice from KPMG.
Aukot said the judgment was contradictory because despite identifying breaches of company law, the court went on to dismiss the claim on grounds that Ndung’u would not have been able to afford the £170,000 needed to take up the rights issues. He insisted that Ndung’u’s bank statements and letters showed he had more than £896,000 available at the time. He added that Ndung’u has already spent more than £500,000 on the litigation, which he said further weakens the court’s conclusion on affordability.
The London case is part of a wider battle sparked in 2019 when the Kenya Revenue Authority shut down Pevans East Africa, SportPesa’s local operating company, over a disputed Sh15 billion tax claim. Separate proceedings are ongoing in Kenya. In April this year, the Court of Appeal in Nairobi set aside an earlier ruling after finding it had been obtained using a forged court order, a development the Judiciary highlighted as part of emerging criminal activity involving fake decrees. The appellate court directed that Ndung’u must be included in all matters touching on Pevans East Africa in protection of his property rights.
Ndung’u now wants the Court of Appeal in London to declare that the share allotments which diluted his stake were unlawful and to order rectification of the company register to restore his 17 percent holding. In the alternative, he will seek substantial damages for unfair prejudice under section 996 of the Companies Act as well as costs and interest.
Legal analysts say statutory pre-emption disputes involving deliberate non-service of offer documents are rare in UK company law and the outcome of the appeal could influence future precedent.
SportPesa Global Holdings declined to comment on the planned appeal but said it stands by the High Court judgment and will defend any further action.
The long-running dispute continues to expose deep divisions between the Kenyan founding shareholders and the Bulgarian investors who took control of SportPesa operations after the Kenyan shutdown, with both sides accusing the other of attempting to take full ownership of one of Africa’s biggest betting brands.
