London, November 30, 2025
In a major setback for Kenyan businessman Paul Wanderi Ndungu, the High Court of Justice in England and Wales has dismissed his claims of fraud and conspiracy in the dilution of his shares in SportPesa Global Holdings Limited, now known as SPG Limited.
The ruling, delivered by Mr Justice Edwin Johnson on November 18, 2025, found no evidence of wrongdoing by the company or its directors, and ordered Ndungu to pay costs amounting to approximately Sh375 million.
The nearly 190-page judgment marks the culmination of a protracted legal battle and clears SPG Limited and its co-defendants of all allegations.
Ndungu, a founding shareholder and former non-executive chairman of the company, had accused the firm and several individuals of orchestrating a scheme to unlawfully dilute his 17 per cent stake to 0.85 per cent through three share allotments between 2019 and 2022.
He sought compensation under the Companies Act 2006 for breaches of pre-emption rights and relief for unfair prejudice, claiming the actions were part of a deliberate plot to sideline him.
Justice Johnson rejected these assertions outright. He concluded that the share allotments were conducted lawfully and that Ndungu’s failure to participate was his own choice, despite being given opportunities to do so.
The court emphasised that there was no proof of fraud, forgery, or conspiracy among the defendants, describing Ndungu’s evidence as insufficient and, in parts, unreliable.
Background to the dispute
SportPesa, one of Kenya’s most prominent betting brands, has been at the centre of multiple shareholder disputes since its rapid rise in the East African gaming market.
Founded in 2014 through Pevans East Africa Limited, the company leveraged widespread use of mobile money services like M-Pesa to revolutionise sports betting in Kenya.
However, the company’s fortunes shifted dramatically in July 2019 when the Kenyan Betting Control and Licensing Board suspended Pevans’ gaming licence amid a government crackdown on betting firms over tax disputes and regulatory compliance.
This suspension forced SportPesa to halt operations in Kenya, leading to significant financial strain. Against this backdrop, SPG Limited, the UK-registered holding company for SportPesa’s global operations, sought to raise capital through new share issues.
The claims
Ndungu’s lawsuit centred on these capital-raising efforts.
He argued that the allotments violated Sections 561 and 562 of the Companies Act 2006, which require existing shareholders to be offered new shares on a pro-rata basis.
In his claim, filed in January 2022, Ndungu alleged that the company’s directors, Ivaylo Petev Bozukov and Kalina Lyubomirova Karadzhova, knowingly authorised the breaches.
He further implicated major shareholders Guerassim Nikolov, Gene Grand, and Naogen Investment Inc, claiming they conspired to increase their own holdings at his expense.
According to court documents, the first allotment occurred in late 2019, shortly after the licence suspension, when SPG Limited issued shares to raise funds for IT infrastructure and international expansion.
Subsequent allotments in 2020 and 2022 further diluted his stake, allegedly allowing Nikolov and Grand to boost their shares from 21 per cent and 22 per cent to 46 per cent and 29.88 per cent, respectively.
Court’s findings
Justice Johnson dissected these claims methodically. He noted that the company’s board had held meetings in October and November 2019 where the need for capital was discussed, driven by the Kenyan licence crisis and expansion into markets including Italy, Tanzania, South Africa, and Russia.
The court found that Ndungu was aware of these discussions but chose not to invest.
On the forgery allegations, which formed a key part of Ndungu’s case, the judge was particularly scathing. Ndungu had accused the defendants of fabricating documents, including board minutes and share offer letters.
Justice Johnson dismissed the expert evidence as flawed, ruling that no forgeries had occurred.
The court also addressed the unfair prejudice claim under Section 994 of the Companies Act, examining 11 grounds raised by Ndungu. Each was rejected.
Justice Johnson stated that the affairs of SPG Limited had not been conducted in a manner unfairly prejudicial to Ndungu, emphasising that as a minority shareholder, Ndungu had the right to participate in the capital raises but failed to do so, and that the company’s actions were commercially justified.
The defendants, represented by DLA Piper UK LLP and Mishcon de Reya LLP, welcomed the ruling. In a statement released shortly after the judgment, SportPesa described it as a vindication of their governance practices.
For Ndungu, the defeat is compounded by the costs order.
The court awarded indemnity costs to the defendants, estimated at £2.25 million, approximately Sh375 million, reflecting the judge’s view that Ndungu’s claims were speculative and poorly substantiated. This amount covers legal fees for a trial that spanned 14 days across May and July 2025.
The case has roots in SportPesa’s turbulent history in Kenya. After the 2019 licence suspension, Pevans East Africa ceased operations, leading to layoffs.
By 2020, the brand relaunched under Milestone Games, a new entity, amid accusations from Ndungu that the trademark transfer was fraudulent, a claim echoed in separate Kenyan proceedings.
Experts in corporate law say the ruling underscores the challenges minority shareholders face in proving unfair prejudice in UK courts, where commercial necessity often trumps personal grievances.
Ndungu’s legal team, Jury O’Shea LLP, has not indicated whether he will appeal.
Sources close to him suggest he may pursue remedies in Kenyan courts, where parallel disputes over trademarks and assets continue.
The company, which now operates in over a dozen countries and reported revenues exceeding Sh10 billion in 2024, can move forward without the overhang of litigation.
