Safaricom Stake Sale Voided
Kenyan Court Declares Unconstitutional And Voids Sale Of Safaricom Stake
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Key Points
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The court rejected arguments that reviewing the transaction would violate separation of powers, holding that the Constitution remains supreme over all state organs and that deciding the petition would not amount to judicial overreach.
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The judgment identified the transaction’s terms: the government entered a share purchase agreement priced at 34 Kenyan shillings per share, alongside a dividend-rights purchase agreement with Vodafone Group Plc, on December 3, 2025.
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The three-judge bench comprised Justices Francis Gikonyo, Roselyne Aburili and Tabitha Ouya.
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The court said the transaction effectively transferred control to a majority foreign shareholder through an entity holding 55 percent, triggering additional requirements under capital-markets takeover rules.
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The petition also raised concerns about access to information, alleged undervaluation and waste of public resources, as well as national security, data sovereignty and privacy; the judges found the allegations sufficiently precise to meet the constitutional threshold for a petition.
Kenya's High Court has ruled that the government's sale of a 15% stake in Safaricom to Vodacom Group is unconstitutional and ordered the shares returned to the state Reuters. A three-judge bench found the process violated the Constitution by failing to ensure public participation, transparency, and proper approvals. The ruling could force the cash-strapped government to refund approximately $1.9 billion in proceeds from the deal Reuters.
The judges determined that officials misrepresented the transaction as a straightforward share sale while it actually involved elements of a merger, acquisition, and takeover Khusoko. They also faulted the government for entering agreements before completing required policy and parliamentary processes. The deal, struck on December 3, 2025, was priced at 34 Kenyan shillings per share.
Court Rejects Constitutional Concerns About Judicial Review
The government had argued that reviewing the sale would violate separation of powers between branches of government Reuters. The three-judge bench, comprising Justices Francis Gikonyo, Roselyne Aburili, and Tabitha Ouya, rejected this argument. They ruled that the Constitution remains supreme over all state organs and that deciding the petition did not amount to judicial overreach Reuters.
Control Transfer Triggered Takeover Rule Requirements
The court found that the transaction effectively transferred control of Safaricom to a majority foreign shareholder through an entity holding 55% Khusoko. This transfer triggered additional requirements under Kenya's capital-markets takeover rules that the government failed to follow. The judges said officials concealed this reality by presenting the deal differently to lawmakers and the public.
Petition Raised National Security and Data Concerns
The court petition also raised concerns about access to information, alleged undervaluation of the stake, and waste of public resources BeninWebTV. National security, data sovereignty, and privacy issues were flagged as risks from the foreign ownership transfer. The judges found the allegations sufficiently specific and detailed to meet the constitutional threshold for hearing the full petition BeninWebTV.
Vodacom Plans to Appeal the High Court Decision
South African telecoms group Vodacom has announced plans to appeal the Kenyan High Court ruling that cancels the deal MarketScreener. The company completed the purchase of the additional 15% stake from the Kenyan government before the court issued its decision. Vodacom now faces an uncertain path forward as it fights to retain its controlling interest in the East African telecommunications giant MarketScreener.
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