Tag: SportPesa Global Holdings Limited

  • Paul Ndung’u Claims SportPesa Has Wedged Out A Media War Against Him As He Files Appeal In UK Court To Recover His Shares

    Paul Ndung’u Claims SportPesa Has Wedged Out A Media War Against Him As He Files Appeal In UK Court To Recover His Shares

    Paul Wanderi Ndung’u, the Kenyan entrepreneur at the centre of one of Africa’s most explosive corporate battles, has accused SportPesa-linked interests of orchestrating a coordinated media campaign designed to sabotage his ongoing appeal at the UK Court of Appeal, where he is fighting to recover shares he claims were fraudulently stripped from him through an elaborate dilution scheme engineered by Bulgarian directors with alleged ties to international organised crime.

    In a scathing 17-page complaint addressed to the Managing Editor of Nation Media Group and dated January 31, 2026, Ndung’u names Business Daily columnist Jaindi Kisero as the latest weapon in what he describes as a calculated, sponsor-driven assault on his reputation timed to coincide with the most critical stage of his legal battle abroad.

    The complaint, seen by Kenya Insights, is surgical in its counterattacks. Ndung’u does not merely dispute Kisero’s January 30 column. He dismantles it, paragraph by paragraph, producing court orders, affidavits, and documentary evidence to challenge virtually every major assertion the veteran columnist made.

    At stake are shares in SportPesa Global Holdings Limited, a UK-registered company, where Ndung’u was a founding director and 17 percent shareholder before a rights issue in 2019 reduced his stake to a near-invisible 0.85 percent.

    A UK High Court judge, Justice Edward Johnson, found in a November 2025 judgment that the company had breached sections 561 and 562 of the UK Companies Act 2006, laws specifically designed to protect shareholders from predatory dilution.

    Offer letters had been sent to a non-existent address and to an email domain the Communications Authority of Kenya had already suspended for fraud. Ndung’u’s phone never rang while other shareholders were personally called.

    Yet despite these damning findings, Justice Johnson ruled against Ndung’u, concluding he lacked the financial capacity to have subscribed the £170,000 required to take up the shares. It is this baffling conclusion that Ndung’u is now appealing, and it is this appeal, he says, that his enemies are desperate to derail through the press.

    “This and other sponsored pieces, including those by bloggers, are calculated attempts to destabilise me during the pendency of my appeal before the UK Court of Appeal,” Ndung’u writes in the complaint.

    He alleges the Kisero article mirrors content published on the X account of a blogger just four days earlier, suggesting both originate from the same sponsored source.

    The bank evidence that Justice Johnson apparently set aside is staggering.

    Court records show Ndung’u maintained a standing overdraft equivalent to approximately £416,000. His personal account held the equivalent of £500,000. His business account contained over £833,000. He had by early 2023 spent more than £300,000 pursuing the case alone and had committed in writing to invest up to £500,000.

    His legal team has notified the Court of Appeal that Ndung’u is separately owed £2.4 million in cash he invested in SportPesa Holdings Limited in the Isle of Man between 2016 and 2017.

    How a judge can find fraud, document it meticulously, then deny remedy because the victim supposedly lacked funds, funds the victim demonstrably possessed, is a question that now travels to the Court of Appeal.

    Ndung’u is equally brutal about the Kisero article’s characterisation of events in Kenya.

    Kisero wrote that Justice A.K. Ndungu of the Nairobi High Court had “affirmed Milestone Games’ lawful right to use the SportPesa trademark and dismissed claims of fraud and forgery,” declaring the story of the stolen brand legally settled.

    Ndung’u calls this a fabrication.

    He attaches the actual court orders from Justice Ndungu, which show the judge did the precise opposite.

    In September 2022, Justice Ndungu suspended the SportPesa trademark licence issued to Milestone Games Limited and refused to adopt a consent the company had drafted without full board approval.

    Five out of seven BCLB board members had sworn affidavits confirming the board never met to approve Milestone’s licence in the first place.

    This is not a disputed interpretation of a grey ruling. These are court orders with specific operative clauses. If Kisero’s sources fed him the opposite narrative, either they lied to him or he did not ask for the paperwork.

    The broader corporate landscape Ndung’u describes is grotesque in its detail. He alleges that in October 2020, Pevans East Africa Limited directors transferred assets including M-Pesa paybills, shortcodes and funds totalling KES 2.3 billion to Milestone Games Limited in direct violation of subsisting High Court money preservation orders. Safaricom PLC, he claims, facilitated the transfer of paybills and funds despite being formally served with those court orders.

    He filed suit against Safaricom in July 2022. Safaricom, he says, failed to file a defence on more than six separate court occasions, resulting in an interlocutory judgment being entered against it in November 2022.

    The criminal dimension of the saga extends far beyond share certificates and paybills. Guerassim Nikolov, the Bulgarian director who controlled SportPesa and who was deported from Kenya in 2019 alongside fellow director Gene Grand, has been linked by Bulgarian investigative journalists to gangland figures, credit card skimming operations and a 1994 armed kidnapping of Serbian truck drivers.

    Bulgaria’s National Security Agency has described him as one of the main organisers of credit card draining operations worldwide.

    His former lottery business partner in Kenya, Krasen Tenev, was later found guilty of five counts of forgery in Bulgaria and sentenced in absentia to 11 years in prison. Tenev remains on Interpol’s Red Notice watchlist.

    These are the men who sponsored Arsenal and Everton, who plastered their brand across Kenyan stadiums, who presented themselves as legitimate businessmen while, according to financial analysis of Pevans’ 2018 accounts, channelling one-third of operating reserves totalling KES 5.3 billion to related parties offshore.

    In that year alone, KES 1.4 billion flowed to companies wholly owned by Nikolov’s sister. Tech Pitch Limited paid Nikolov personal director’s remuneration of KES 196 million in 2018 while the company’s entire declared wage bill was KES 19.4 million, an accounting impossibility that speaks plainly to what was happening inside SportPesa’s books.

    Despite their deportation, Nikolov and his associates continue to control the SportPesa brand through an ownership structure involving Milestone Games Limited, 72 percent ultimately owned by TPLC Holdings Limited, a UAE Free Zone Establishment controlled by the Bulgarians.

    The deportation was theatrical. The control never ended.

    In Kenya, the fraud has gone beyond corporate documents. The Court of Appeal in April 2025 overturned its own February 2023 ruling after discovering it had been misled by a forged court order.

    The appellate bench, composed of Court of Appeal President Justice Daniel Musinga, Justice Mumbi Ngugi and Justice George Odunga, cited the intricacies of fraud and forgery in its reversal.

    The court found there was no injunction against Ndung’u, that he retained full rights to participate in derivative actions on behalf of Pevans, and that his exclusion from proceedings had violated his constitutional rights under Article 50.

    Following those findings, the Kenyan Judiciary issued a public notice through the Law Society of Kenya warning about criminal activity involving forged court documents, decrees and orders. The notice described a budding criminal activity involving generating and presenting forged court documents with intent to defraud. That notice came after a SportPesa-related case. The Business Daily itself ran an editorial on October 9, 2025 calling on the DCI to probe the fake court orders scandal.

    Ndung’u also lays out a comprehensive trademark fraud case currently before the Constitutional Court.

    He alleges the SportPesa and Spesa trademarks owned by Pevans were transferred to SportPesa Global Holdings Limited, a UK company not registered in Kenya, in violation of multiple statutes including the Companies Act, the Stamp Duty Act and the Tax Procedures Act. No stamp duty was paid. No shareholder approval was obtained. The assignment certificates were backdated. No application fees were paid.

    The goodwill purportedly worth £200,000 was never actually paid. KIPI board chairman Allan Kosgey wrote to Ndung’u’s lawyer Dr Ekuru Aukot in September 2025 acknowledging the complaint and promising compliance with applicable law and regulations.

    Against this backdrop, the Kisero article’s declaration that the litigation is “effectively settled” and that SportPesa can now enjoy an “industry reset” is not merely premature. It is, in Ndung’u’s characterisation, part of the campaign itself.

    Ndung’u demands a full-page paid apology from Kisero and threatens legal proceedings if Nation Media Group does not provide him equal space to rebut the column.

    He has directed his lawyers at Ekuru Aukot and Co to take necessary steps if the matter is not resolved to his satisfaction.

    What remains unresolved is the larger question the UK Court of Appeal must now answer.

    If a court documents that company law was broken, that offer letters were sent to phantom addresses and shut-down email accounts, that directors lied under oath about auditing obligations, that a shareholder with nearly £900,000 in accessible funds was systematically excluded from a rights issue, but still denies remedy, what exactly does corporate law protect?

    For Ndung’u, the answer may come from London. For Kenya, the answer is already written in court files that detail billions transferred in defiance of court orders, trademarks donated without payment, licences issued without board approval, and forged documents filed to manipulate judicial outcomes.

    SportPesa did not merely build a betting empire.

    According to the evidence documented in courts on two continents, it built a machine for stripping shareholders of their stakes, extracting cash through offshore entities, corrupting institutions and then using media, litigation and criminal forgery to bury the evidence.

    The machine is still running. Ndung’u intends to stop it.

  • Paul Ndung’u Sues SportPesa for Sh348 Million in UK Court, Accuses Safaricom Boss of Sh2.3 Billion Conspiracy

    Paul Ndung’u Sues SportPesa for Sh348 Million in UK Court, Accuses Safaricom Boss of Sh2.3 Billion Conspiracy

    A Kenyan investor is demanding Sh348 million in compensation after a UK court exposed what a judge described as a brazen conspiracy involving SportPesa directors and a senior Safaricom executive to strip him of shares worth billions.

    Paul Ndung’u has filed notice to appeal a November 2025 High Court ruling that found SportPesa Global Holdings Limited guilty of illegally slashing his shareholding from 17 percent to a paltry 0.85 percent, but stopped short of awarding him damages.

    In a sensational twist, court documents reveal that Sitoyo Lopokoiyit, now Chief Executive Officer of M-Pesa Limited, a Safaricom subsidiary, allegedly orchestrated the transfer of Sh2.3 billion from SportPesa’s Kenyan operation to a new company controlled by Bulgarian nationals, defying court orders that had frozen the accounts.

    The bombshell allegations, laid bare in legal filings, paint a picture of corporate intrigue involving forged documents, phantom addresses, disabled email accounts and what Justice Edward Johnson called a pattern of lies and perjury by SportPesa’s Bulgarian directors.

    Dr Ekuru Aukot, Ndung’u’s lead lawyer, has accused Lopokoiyit of violating conflict of interest rules because he is married to the sister of Ronald Karauri, a key figure in the SportPesa network.

    The transfers allegedly happened while High Court preservation orders were in full force over all Pevans East Africa Limited bank accounts and M-Pesa paybills.

    The three-week trial at the Business and Property Courts of England and Wales heard damning testimony about how Bulgarian directors Ivalyo Petev Bozoukov and Kalina Lyubomirova Karazhova deliberately sent share offer letters to a non-existent address in Kenya and to an email domain that had been shut down by the Communications Authority of Kenya for fraud.

    Justice Johnson found the company had breached sections 561 and 562 of the UK Companies Act 2006, laws designed to protect shareholders from unfair dilution. The company admitted to a second breach during the trial.

    Yet in a ruling that has left legal observers baffled, the judge dismissed Ndung’u’s claim, arguing he could not have afforded the £170,000 needed to buy the shares. This finding flew in the face of bank evidence showing Ndung’u had access to over £896,000 through personal accounts, business accounts and overdraft facilities.

    Court records show Ndung’u maintained a Sh50 million overdraft, held Sh60 million in his personal account and over Sh100 million in his business account. By early 2023, he had already spent more than £300,000 prosecuting the case and had committed in writing to invest up to £500,000.

    Dr Aukot called the judgment contradictory and said the case would likely become a landmark study in Western law schools on how ordinary investors face injustice when pitted against those with access to proceeds of money laundering and tax evasion.

    The UK trial exposed a web of corporate malfeasance. SportPesa Global Holdings Limited violated accounting requirements by failing to prepare audited consolidated accounts, the court found. The company did not qualify for small company exemptions because its balance sheet exceeded statutory limits and the group employed more than 50 people.

    Ndung’u had appointed KPMG as auditors, but the Bulgarian directors claimed the firm was too expensive and difficult to work with. They testified that KPMG advised them to prepare accounts under a regime that does not require audits. Justice Johnson found no written record of such advice and no record of any board meeting discussing the matter. In paragraph 677 of his judgment, the judge concluded the directors had lied under oath.

    The trial heard that Ndung’u, who served as chairman and director until January 2021, never received offer letters for a rights issue until after the subscription deadline had passed.

    While other shareholders were called to inform them of the offer, Ndung’u was deliberately excluded, the court heard.

    Justice Johnson acknowledged in paragraph 313 that some forgery allegations were beyond the scope of the case, stating there was no means of investigating certain claims because they fell outside the proceedings.

    The UK case followed explosive litigation in Kenya, where the Court of Appeal overturned its own February 2023 ruling after discovering it had been misled by a forged court order.

    In an April 2025 judgment delivered just weeks before the UK trial began, the Kenyan appellate court cited the intricacies of fraud and forgery.

    The discovery prompted the Kenyan judiciary to issue a public notice warning about criminal activity involving the forgery and misuse of court documents. The Court of Appeal ordered that Ndung’u be included in all matters relating to Pevans East Africa Limited, the Kenyan registered company that contributed 98 percent of SportPesa Global Holdings group revenue.

    The SportPesa saga traces back to July 2019 when the Kenyan government shut down Pevans East Africa Limited and deported its Bulgarian directors. Then Interior Cabinet Secretary Fred Matiang’i accused them of committing heinous crimes in their own country and doing things they could not do in Bulgaria.

    Court documents allege that after the shutdown, core assets of Pevans including M-Pesa paybills and funds were transferred to Milestone Games Limited, which now operates the SportPesa brand in Kenya. The transfers were allegedly executed by Lopokoiyit in his capacity at Safaricom.

    Milestone Games Limited is owned by a complex web of companies including Commtech Limited with 25 percent, small shareholdings held by lawyers Deborah Linet Ontiri and Peter Jr Okaalet, and a 72 percent stake held by TPLC Holdings Limited, a UAE Free Zone Establishment controlled by the Bulgarian nationals.

    During cross-examination in London, the defendants admitted to more than 20 breaches of statutory obligations, claiming their actions were inadvertent and caused unknowingly.They attempted to frame the dispute as foreign investors against Kenyan investors, characterizing Ndung’u and fellow non-executive directors Asenath Wacera and Kinuthia as trying to push out the Bulgarians.

    However, evidence showed the conflict centered on how the executive directors passed resolutions and spent money without full board approval.

    Justice Johnson noted that cases involving deliberate shareholder dilution through breach of pre-emption rights have no precedent in UK courts. The judge described the case as containing convoluted facts, outright lies, fraud and perjury that the court found strange and mysterious.

    Ndung’u has until January 28, 2026, to lodge his appeal papers. His lawyers have notified the Court of Appeal that he is owed £2.4 million in cash invested in SportPesa Holdings Limited in the Isle of Man between 2016 and 2017, funds sufficient to meet any security for costs requirements.

    Court filings show that Ndung’u’s 17 percent shareholding in Pevans East Africa Limited was valued at £7.5 million, representing his share of the company’s net assets of £41.2 million as of June 30, 2019.

    The appeal will challenge what Dr Aukot called the central contradiction in the judgment, namely how a court can find serious breaches of company law yet dismiss a claim based on an assessment of affordability that contradicts documented evidence of substantial financial resources.

    The Bulgarian directors, Bozoukov and Karazhova, now control 90 percent of SportPesa Global Holdings after the dilution of Kenyan shareholders Ndung’u and Wacera. Karazhova is the sister of Gene Grand, one of the defendants in the UK case.

    Neither Safaricom nor Lopokoiyit has publicly responded to the allegations. Safaricom’s conflict of interest policy requires disclosure of personal interests that could affect business decisions.

    The case has drawn attention to the murky world of offshore betting companies and the challenges faced by minority shareholders in complex corporate structures spanning multiple jurisdictions.

    Dr Aukot said the complexity of the claim and the unraveling of lies, fraud, forgeries and statutory breaches will likely become a case study on how ordinary investors can face miscarriage of justice.

    As the appeal looms, the question remains whether British justice will ultimately side with the Kenyan investor who claims he was systematically robbed of his stake in one of Africa’s most recognizable betting brands, or with the Bulgarian directors whom a High Court judge found had lied under oath.

  • How SportPesa Outfoxed Paul Ndung’u Of His Stakes With A Wrong Address Letter

    How SportPesa Outfoxed Paul Ndung’u Of His Stakes With A Wrong Address Letter

    NAIROBI, Kenya – In what reads like a corporate thriller, Kenyan businessman Paul Wanderi Ndung’u has lost a dramatic legal battle in London after his multimillion-shilling stake in SportPesa Global Holdings evaporated when a crucial offer letter was delivered to the wrong address.

    The trader, once holding a commanding 17 percent stake in the global betting giant, watched helplessly as his ownership crumbled to a paltry 0.85 percent following three rights issues that he claims were designed to sideline him and other Kenyan shareholders.

    At the heart of the controversy lies a seemingly innocent administrative error that proved catastrophically expensive. In October 2019, as SportPesa Global Holdings desperately needed cash after its Kenyan operations collapsed under punishing tax hikes, directors authorized an emergency rights issue of 500,000 pounds.

    The offer letter, sent via DHL courier, arrived at an address Ndung’u had never specified for receiving company communications. By the time he discovered the letter, the deadline had passed. His stake immediately plummeted from 17 percent to 2.83 percent.

    What followed was a corporate chess game that would make Wall Street blush. When second and third rights issues came knocking, Ndung’u was ready to participate and protect his shareholding. But there was a problem. The company insisted he could only subscribe based on his diluted 2.83 percent holding, not his original 17 percent stake.

    Ndung’u fired back with an acceptance letter dated January 3, 2022, offering to pay 323,000 pounds to cover all three rights issues. He calculated the figures based on maintaining his original 17 percent stake, demanding 85,000 pounds for the first capital raise, 85,000 pounds for the second, and 153,000 pounds for the third.

    The company and its Bulgarian directors, Ivaylo Bozoukov and Kalina Karadzhova, refused to budge. They maintained that Ndung’u could only subscribe for shares proportional to his reduced stake. It was a corporate Catch-22 that left the Kenyan businessman effectively locked out of protecting his investment.

    By the time the dust settled after the three capital raises totaling 1.9 million pounds, Ndung’u’s once substantial holding had been diluted to microscopic 0.85 percent. Meanwhile, Bulgarian investor Guerassim Nikolov’s stake ballooned from 21 percent to 46 percent, and American shareholder Gene Grand’s portion grew from 21 percent to nearly 30 percent.

    Ndung’u cried foul, alleging in London’s High Court that the entire exercise was a calculated scheme involving forgery, falsified board minutes, and deliberate exclusion of Kenyan shareholders from critical meetings. He claimed directors conspired to weaken Kenyan influence in the company and accused them of withholding vital financial information.

    The London court, however, was having none of it. In a ruling that effectively endorsed the dilution, the judge found no evidence of intentional wrongdoing. The court acknowledged that SportPesa Global Holdings had breached sections 561 and 562 of the UK Companies Act, which require companies to offer new shares to existing shareholders proportionally before offering them to others, with proper notice periods.

    But crucially, the judge ruled these breaches were inadvertent, not malicious. The court found no credible evidence that meeting minutes had been falsified or that directors deliberately engineered a scheme to sideline Ndung’u.

    “The breaches which occurred in relation to the first offer letter were inadvertent. There was no deliberate conduct and no scheme to dilute the claimant’s shareholding in the company,” the judge declared, adding that the alleged conspiracy simply never existed.

    The court was particularly unimpressed with Ndung’u’s claims of unfair prejudice under Section 994 of the Companies Act. The judge noted that the businessman had not been actively involved in company management before the dispute and had raised no objections to this arrangement until discovering the first capital raise.

    “I have difficulty in seeing how this lack of involvement can be said to have constituted unfairly prejudicial conduct,” the judge observed, effectively dismissing arguments that Ndung’u had been deliberately excluded.

    The ruling reveals that tensions between Kenyan and foreign shareholders had been simmering long before the rights issue debacle. The court noted that a fundamental lack of trust existed between the two factions by 2019, stemming from earlier disputes at Pevans East Africa, the company that originally owned the SportPesa brand before transferring it to the global holding company.

    The bitter ownership battle became public in October 2022 when a controversial general meeting held in Dar es Salaam saw Ndung’u and fellow Kenyan shareholder Asenath Wacera expelled from Pevans. Directors subsequently sought court orders preventing the pair from filing cases on behalf of the company, arguing they lacked authority after their expulsion.

    The stakes in this corporate drama are astronomical. Before SportPesa’s Kenyan operations ground to a halt in September 2019, the company had minted billionaires. Pevans East Africa paid out a staggering 7.6 billion shillings in dividends over four and a half years to June 2019. Wacera and Nikolov each pocketed 1.6 billion shillings based on their 21 percent stakes.

    The company enjoyed a banner year in 2016 when it distributed a record 4.3 billion shillings to shareholders, riding a betting boom that saw Kenyans embrace sports gambling with unprecedented enthusiasm. The government estimated the gaming industry achieved combined revenue exceeding 250 billion shillings in 2018 alone.

    But the golden goose was slaughtered when authorities, concerned about the social impact of gambling, imposed drastic tax hikes and restrictive advertising regulations. SportPesa and rival Betin Kenya both shut down Kenyan operations in 2019, triggering the financial crisis that necessitated the emergency capital raises.

    The brand made a comeback in October 2020 through Milestone Games, but by then the ownership structure had been fundamentally altered. The court battle over SportPesa’s key assets, including trademarks and web domains, continues to rage in Kenyan courts even as the London judgment closes one chapter of this corporate saga.

    For Ndung’u, the London ruling represents a devastating blow. His quest to restore his original 17 percent stake, rectify the share register, and claim damages for financial losses and wrongful dismissal as a director has ended in comprehensive defeat. The court ordered no remedies, finding he had failed to prove unfair prejudice in his capacity as a shareholder.

    The case serves as a cautionary tale about the importance of maintaining proper communication channels with companies in which one holds shares. A single misdirected letter, whether by accident or design, proved sufficient to trigger a cascade of events that cost Ndung’u hundreds of millions of shillings in shareholding value.

    As Kenyans continue placing an average 274.37 million shillings in daily bets, winning just 87.83 million back according to recent government figures, the bitter irony is not lost. While ordinary punters gamble on uncertain outcomes, one of SportPesa’s original stakeholders lost his own high stakes gamble in a London courtroom, outfoxed by a wrong address and what the court termed inadvertent corporate housekeeping.

  • Blow To Paul Wanderi As London Court Finds No Fraud In SportPesa Share Dilution, Ordered To Pay Sh 375 Million

    Blow To Paul Wanderi As London Court Finds No Fraud In SportPesa Share Dilution, Ordered To Pay Sh 375 Million

    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.