A London court has delivered a major setback to SportPesa shareholder and former chair Paul Wanderi Ndung’u after ruling that his allegations of fraud, conspiracy, and illegal dilution of his stake in SportPesa Global Holdings Limited (SPGHL) were unsupported by evidence.
Ndung’u had accused the company’s directors and shareholders including Guerassim Nikolov, Gene Grand, Kalilina Lyubomirova, Dick Wathika’s widow Asenath Wachera, and others of orchestrating a scheme to improperly reduce his shares from 17% to 0.8% between 2019 and 2022. He also alleged forgery and claimed the firm’s conduct had been oppressive and financially prejudicial to him.
However, in a detailed judgment, Justice Johnson found that Ndung’u failed to substantiate any of his claims. The court ruled that the dilution of shares was lawful, necessary, and undertaken to stabilise the company financially during a turbulent period for the betting giant.
No Conspiracy, No Forgery, No Prejudice
The High Court has dismissed a suit by businessman Ndung’u after finding no evidence to support his allegations of forgery, share dilution and oppressive conduct by fellow directors of SPGHL.
In a detailed judgment, Justice Johnson rejected each of Ndung’u’s claims, noting that the petitioner had failed to substantiate accusations that the company’s leadership acted illegally or unfairly.
The court found no forgery had taken place, contrary to Ndung’u’s assertions that company documents had been falsified to undermine his stake in the firm.
Justice Johnson further ruled that there was no evidence of collusion among SPGHL directors to unlawfully dilute Ndung’u’s shares. Instead, the judge held that the contested share allotments were carried out for legitimate financial reasons and not to prejudice the petitioner.
The court also dismissed accusations of oppressive management practices, saying Ndung’u had not demonstrated any conduct that would justify compensation or other remedies.
Despite claiming to have lost confidence in the company’s leadership, Ndung’u was found not to have proven this loss of trust to the required legal standard.
In conclusion, the judge held that Ndung’u had failed to show that SPGHL’s affairs were run in a manner detrimental to him as a shareholder, bringing the long-running dispute to an end.
Financial Turbulence Behind the Decisions
The court heard that global operations of SportPesa had been shaken by tax disputes involving Pevans East Africa, the Kenyan betting arm. With the local business struggling, the UK based holding firm had to inject capital to keep the enterprise afloat.
Justice Johnson found that the resulting share allotments, though they diluted Ndung’u’s stake, were justified and executed to protect the company’s viability.
Ndung’u had also complained that he was not properly notified of some key decisions. The court, however, determined that there was no evidence of deliberate exclusion or misconduct by other directors.
Claims for Compensation Rejected
Ndung’u sought compensation for the alleged losses, insisting that the dilution had significantly devalued his investment. But SPGHL directors argued and the court agreed that his shares had no measurable value during the contested period due to the company’s financial challenges.
Ultimately, the judge ruled that even if Ndung’u had proven wrongdoing, he had not demonstrated any financial loss that could be compensated.
Justice Johnson dismissed the claims in their entirety, bringing an end to Ndung’u’s legal challenge.
SportPesa has welcomed a ruling from the High Court of Justice in the United Kingdom, which found no substance to a legal claim filed by former director Paul Wanderi Ndung’u against the company, its subsidiaries, and its leadership.
The judgment, Ndung’u v SPG Limited – CR-2022-000135, which was handed down on 18 November 2025 by Mr Justice Edwin Johnson, found no evidence of SportPesa fraudulently diluting Mr. Ndung’u’s shareholding through fraud, forgery or any other corporate governance means.
Responding to the UK High Court decision ruling, the Directors of SportPesa said:
“We are delighted with this decision. The UK High Court found that the allegations made against us had no substance. We always knew that we acted legally and properly at all times, and this judgment confirms that.
“In a 190-page judgment, the UK High Court found no evidence of the allegations made against SportPesa. We are looking forward to putting this behind us and focusing on our future growth and expansion.”
