Safaricom has been notified of a sweeping ownership restructuring that will see Vodafone Kenya acquire the Government of Kenya’s 15 per cent stake for Sh204.3 billion, while Vodacom takes full control of Vodafone Kenya through an internal reorganisation.
The company warned shareholders to exercise caution as the transaction triggers regulatory processes linked to effective takeover control.
In a public announcement dated December 4, 2025, Safaricom confirmed it had been served with a “notice of intention by Vodafone Kenya Limited not to make a mandatory take-over offer”, even as the company seeks to boost its shareholding through a major strategic acquisition.
According to the notification, “Vodafone Kenya has an intention to acquire an additional 6,009,814,200 ordinary shares, representing a 15 per cent stake in Safaricom.” The shares will be purchased directly from the Government of Kenya.
The transaction, valued at Sh204.3 billion at Sh34.00 per share, forms part of a combined move where Vodacom Group Limited, Vodafone Kenya’s ultimate parent company, will simultaneously undertake an internal restructuring.
Safaricom disclosed that Vodacom will increase its stake in Vodafone Kenya to 100 per cent, via an internal reorganisation that will involve the purchase of Vodafone International Holdings B.V’s fifty (50) ordinary shares, representing a 12.5 per cent stake in Vodafone Kenya.”
The two steps are tied together and will be executed concurrently, with the company describing them as “inter-conditional shareholder to shareholder transactions, expected to be completed simultaneously.”
Once completed, Vodafone Kenya will command 55 per cent of Safaricom’s total shareholding, with the Government of Kenya remaining at approximately 20 per cent, and the public retaining 25 per cent.
The telecom giant noted that the scale of the transaction automatically activates takeover rules under Kenyan law.
However, Vodafone Kenya has clarified it does not intend to launch a takeover offer of Safaricom and will therefore apply to the Capital Markets Authority (CMA) for an exemption from the mandatory takeover procedures provided for under the regulations.
In addition to buying shares, Vodafone Kenya will also purchase rights to future dividends attached to the Government’s residual 20 per cent holding, paying Sh40.2 billion upfront in exchange for dividends that the state would have collected over time.
Safaricom outlined that this is in lieu of future dividends that will accrue to the GOK’s residual 20 per cent shareholding.”
For Vodacom, the internal reorganisation involves a transaction valued at Sh68.1 billion, which will cement its full ownership of Vodafone Kenya and indirectly secure approximately 55 per cent of Safaricom.
The proposed restructuring must receive approvals from multiple Kenyan and regional regulators.
Safaricom noted the transaction is subject to greenlighting by the Kenyan Cabinet, Kenyan National Assembly, CMA, Communications Authority of Kenya, Central Bank of Kenya, COMESA Competition Commission and the East African Community Competition Authority.
Safaricom has urged investors to remain vigilant during the transition, cautioning shareholders of Safaricom and the investing public are advised to exercise caution when dealing in the shares of Safaricom.
The company also confirmed that a full notice has been uploaded to its website and pledged that further announcements will be made available as and when required.
The announcement was issued by order of the board, and signed by Safaricom Company Secretary Linda Mesa Wambani.
