A London court has delivered a major setback to a case brought by a SportPesa shareholder and former chair after ruling that his allegations of fraud, conspiracy, and illegal dilution of his stake in SportPesa Global Holdings Limited (SPGHL) were unsupported by evidence.
Court Blow for claimant as Judge Dismisses Fraud Claims as Baseless.
The claimant, Paul Wanderi Ndung’u, had accused the company’s directors and shareholders including Guerassim Nikolov, Gene Grand, Kalilina Lyubomirova, former Nairobi Mayor, Dick Wathika’s widow Asenath Wachera, and others of orchestrating a scheme to improperly reduce his shareholding 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.
‘….The Claimant has failed to demonstrate that the affairs of the Company have been conducted in a manner which was unfairly prejudicial to the interests of the Claimant. More
specifically, the Claimant has failed to establish that there has been any conduct of the
affairs of the Company which has caused him to suffer prejudice, in his capacity as a member of the Company….’, Reads the judgement in part.
The judgment, in the case, Ndung’u v SPG Limited – CR-2022-000135, in the High Court of Justice, Business and property courts of England and Wales, which was handed down on 18 November 2025 by Justice Edwin Johnson, found no evidence of SportPesa fraudulently diluting Ndung’u’s shareholding through fraud, forgery or any other corporate governance means.
Instead, 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 stabilize the company financially during a turbulent period for the betting giant.
No Conspiracy, No Forgery, No Prejudice
Justice Johnson rejected Ndung’u’s assertions point by point.
He ruled that:
• No forgery occurred, contrary to Ndung’u’s allegations.
• No evidence showed that SPGHL directors conspired to dilute Ndung’u’s shares illegally.
• The share allotments were done for legitimate financial reasons, not to prejudice Ndung’u.
• There was no oppressive or unfair management conduct that would justify compensation.
• Ndung’u did not lose confidence in the company’s leadership, despite claiming so.
The judge concluded that Ndung’u had simply not demonstrated that the company’s affairs were conducted in a manner detrimental to him as a shareholder.
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 of the company. 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 had 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.
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.”