The High Court of Justice, Business and Property Courts of England and Wales, has dismissed claims brought by Paul Wanderi Ndung'u against SPG Limited, formerly known as Sportpesa Global Holdings Limited, and five other defendants.
Justice Edwin Johnson handed down the judgment remotely on November 18, 2025, concluding that the claimant failed to establish any unfairly prejudicial conduct or breach of pre-emption rights.
Ndung'u, a former director and shareholder in SPG Limited, had contended that his shareholding had been unlawfully diluted following three allotments of new shares between 2019 and 2022.
Initially holding 17 percent of the company’s issued share capital, his stake was recorded as 0.85 percent after the allotments.
He argued that these actions disproportionately increased the holdings of the Second, Fourth, and Sixth Defendants, ultimately leading to his removal as a director.
The claimant alleged breaches of Sections 561 and 562 of the Companies Act 2006, contending that the Second and Third Defendants knowingly authorised or permitted the dilution.
He further claimed that the conduct of the Second to Sixth Defendants was unfairly prejudicial to his interests as a member of the company.
Ndung'u initiated two sets of proceedings: a Part 8 claim on January 19, 2022, seeking compensation under Section 563 of the Companies Act 2006, and a petition on November 28, 2022, alleging unfair prejudice under Section 994.
Justice Johnson’s judgment, spanning detailed narrative sections and extensive analysis, examined the claimant’s involvement in the company, historical practices, and the specific capital raises that gave rise to the proceedings.
The court noted that while the claimant’s lack of involvement in management and his eventual removal as a director might have constituted unfair conduct in some contexts, these factors did not demonstrate prejudice in his capacity as a shareholder.
The court highlighted that any alleged prejudice related solely to the dilution of Ndungu’s shareholding.
However, Justice Johnson found that the claimant would not have been able to participate in the First or Second Capital Raises, regardless of his level of involvement.
The historic lack of engagement by the claimant in company affairs further weakened his claims, as these patterns predated the events under dispute.
“This lack of involvement, which does not appear to have generated any protest from the Claimant until his discovery of the implementation of the First Capital Raise, cannot be said to have constituted unfairly prejudicial conduct,” the judgment stated.
As a result, the court concluded that Ndungu had failed to demonstrate that the affairs of SPG Limited had been conducted in a manner unfairly prejudicial to his interests.
Consequently, both the Pre-Emption Rights Claim and the Section 994 Claim failed and were dismissed.
The judgment further clarified that, had the claimant succeeded, neither the Fourth nor Fifth Defendants could have been held liable, as there was no evidence of their involvement in the alleged scheme.3
The outcome reinforces the principle that shareholder complaints must clearly demonstrate prejudice in their capacity as members to succeed under Section 994 of the Companies Act 2006.
The court indicated that further submissions would be heard regarding the precise orders to dispose of the Pre-Emption Rights Claim, but the substantive relief sought by the claimant was denied.
Justice Edwin Johnson’s ruling reaffirms the courts’ scrutiny of allegations of unfair prejudice and shareholding dilution, particularly where historic shareholder practices and management involvement are relevant factors.
With both claims dismissed, SPG Limited and the associated defendants are no longer facing liability in this matter, bringing closure to a protracted dispute spanning several years.
