Vodacom Group will appeal a Kenyan High Court ruling that declared the government's sale of a 15% stake in Safaricom to the Johannesburg-headquartered telco unconstitutional, and will apply for a stay pending the outcome.
Justices Francis Gikonyo, Roselyne Aburili and Tabitha Ouya, sitting in the High Court's Constitutional and Human Rights Division, held on Tuesday that Kenya had disposed of its shareholding in the region's most valuable listed company in breach of the Constitution and a string of statutes governing the sale of public assets.
They declared the transaction invalid, null and void, and ordered the stake — already transferred — restored to the government of Kenya on behalf of its citizens.
"Vodacom will review the judgment and its implications. The transaction was completed on 30 June 2026 following the lifting of the conservatory order by the Court of Appeal and the fulfilment of all relevant conditions precedent," the company said in a statement.
"As interim steps, Vodacom will lodge an appeal against today's (Tuesday) decision with the Court of Appeal and will also apply for a stay pending the determination of the appeal. Given that the matter remains before the courts, it would not be appropriate to comment further at this stage."
The ruling closes a legal fight running since March, when Tony Gachoka and Professor Fredrick Ogola won conservatory orders freezing the deal. Former Vice-President Kalonzo Musyoka and further petitioners later joined them.
Those orders fell away in late June, and the sale closed on 30 June at KES34 a share — KES204.3 billion ($1.6 billion) for the stake, with a further KES40.2 billion taken as a dividend advance on the government's retained holding, bringing Treasury's total receipts to KES244.5 billion.
Vodacom's effective interest in Safaricom climbed to roughly 55%; the state's fell from 35% to 20%.
The court held that the divestiture was undertaken without adequate and meaningful public participation as required by the Constitution. The judges said citizens could not make informed contributions when material details of the transaction had not been disclosed, and found that information about the identity of the buyer was not presented consistently.
The bench faulted how the deal was packaged for state organs, finding it was presented as a straightforward share sale even though documents before the court showed it involved elements of a merger, acquisition and takeover. The judges described the process as marred by obscurities, misrepresentations and concealment of material information.
The court found the arrangement would have handed effective control of Safaricom to a single foreign entity holding 55%, contrary to the Capital Markets Act, the Capital Markets (Takeovers and Mergers) Regulations and the Competition Act.
It also held that the divestiture offended constitutional principles of intergenerational and intragenerational equity and sustainable development under Articles 10 and 201.
The judges further found that transaction advisers, including KCB Investment Bank, had been procured in violation of Article 227 of the Constitution and the Public Procurement and Asset Disposal Act.
The court quashed Sessional Paper No. 3 of 2025, which Parliament had approved in relation to the divestiture, along with all approvals, exemptions and no-objection decisions issued in connection with the deal. It also ordered the quashing of any merger, acquisition or takeover of Safaricom arising from the transaction.
Each party was directed to bear its own costs, with the court noting the case was public-interest litigation.
For Nairobi, the decision strips out revenue the Treasury had earmarked for infrastructure and revives questions about board changes Safaricom shareholders signed off on once the deal was done. For Vodacom, which had already folded Safaricom into its balance sheet after the June completion, it raises the prospect of reversing one of the biggest privatisation deals Kenya has seen.
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