REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA AT NAIROBI
MILIMANI LAW COURTS
CONSTITUTIONAL AND HUMAN RIGHTS DIVISION
PETITION NO. E051 OF 2026
CONSOLIDATED
WITH PETITION NOS. E836 AND E831 OF 2025
IN THE MATTER OF THE CONSTITUTION OF KENYA: ARTICLES 1, 2, 3, 10, 19, 20, 22, 35, 94, 95, 159, 162, 165, 201, 232, 201, 258 & 259
AND
IN THE MATTER OF THE ALLEGED ILLEGAL SALE OF THE UNLAWFUL SALE OF GOVERNMENT OF KENYA 15 % SHARES IN SAFARICOM PLC AT A DISCOUNT TO VODACOM GROUP
AND
IN THE MATTER OF THE COMPETITION IN MARKETS
AND
IN THE MATTER OF THE UNDERMINING THE SOVEREIGNTY OF THE PEOPLE OF KENYA
AND
IN THE MATTER OF PUBLIC PROCUREMENT AND DISPOSAL ACT, LAWS OF KENYA
AND
IN THE MATTER OF PUBLIC PRIVATE PARTNERSHIP ACT CAP 430, LAWS OF KENYA
-BETWEEN-
TONY GACHOKA ……………………………………….. 1 ST PETITIONER
PROF. FREDRICK ONYANGO OGOLA ……………... 2 ND PETITIONER
PAUL MAINA MUGO ……………………………... ……3 RD PETITIONER
SAMWEL KAHARA MACHARIA ……………..……… 4 TH PETITIONER
-VERSUS-
THE CABINET SECRETARY, THE NATIONAL TREASURY AND ECONOMIC PLANNING ……………………………… 1 ST RESPONDENT
THE CABINET SECRETARY, INFORMATION, COMMUNICATION AND THE DIGITAL ECONOMY …….………………. 2 ND RESPONDENT
THE COMMUNICATIONS
AUTHORITY OF KENYA ….......................................... 3 RD RESPONDENT
THE COMPETITION AUTHOURITY OF KENYA….4 TH RESPONDENT
THE HONOURABLE ATTORNEY GENERAL …..… 5 TH RESPONDENT
SAFARICOM PLC ……………………………………... 6 TH RESPONDENT
VODACOM GROUP ……………………………………7 TH RESPONDENT
VODAFONE KENYA LIMITED ……………………....8 TH RESPONDENT
MINISTRY OF THE NATIONAL TREASURY
AND ECONOMIC PLANNING …..…………………… 9 TH RESPONDENT
INFORMATION, COMMUNICATION
AND THE DIGITAL ECONOMY ………………….... 10 TH RESPONDENT
THE PRIVATISATION COMMISSION ….………….11 TH RESPONDENT
VODAFONE GROUP PLC ……………………… …...12 TH RESPONDENT
JUDGMENT
Introduction
1. The consolidated Petition challenges the Government’s proposal to sell 15% of its shareholding in Safaricom PLC, of over 6 billion shares to foreign-owned and controlled entities, for approximately Kshs. 204.3 billion as outlined in Sessional Paper No. 3 of 2025. The Petitioners contend that the partial divestiture would reduce the people of Kenya’s ownership in Safaricom from 35% to a minority 20%, thereby surrendering controlling interest and majority Board representation to foreign corporations over a critical and most profitable national infrastructure.
2. The petitioners allege severe constitutional and statutory violations, arguing that the divestiture bypasses open competitive bidding, lacks qualitative public participation and improperly relies on non-tax revenue-raising mechanisms outside Article 209 of the Constitution. They further argue that the fixed price of KES 34 per share grossly undervalues the asset, compared to its estimated fair value of KES. 70/= to KES. 80/= per share, exposing the public to massive financial loss.
3. Ultimately, the Petition sought to halt the partial divestiture, arguing that privatizing Kenya’s primary telecommunications and mobile money ecosystem, threatens national security, data sovereignty, dissipates the intergenerational equity and is against the public interest.
The Consolidated Petitions
4. The lead Petition is the 1 st and 2 nd Petitioners’ amended Petition dated 22 nd April 2026 which seeks the following RELIEFS : -
(a) An order of mandamus compelling the 1 st and 6 th Respondents Safaricom PLC to present before this Honourable Court a complete list of all bidders and Transaction Advisors, with full disclosure of the dates of their appointment and the procedure followed in their appointment.
(b) THAT the Court be pleased to order the 1 st and 6 th Respondents Safaricom Limited to make full disclosure of all liabilities, whether actual or contingent, existing as at the date of the Transaction, and to remain solely liable for the same notwithstanding the Transaction.
(c) A declaration that the Government of Kenya's shares in the 6 th Respondent constitute strategic national infrastructure and a symbol of national sovereignty and therefore cannot be sold or alienated to a foreign private entity, including the 7 th and 8 th Respondents.
(d) A declaration that the proposed sale or alienation of the Government of Kenya’s shares in Safaricom PLC to the 7 th and the 8 th Respondents would compromise national security.
(e) A declaration that the Government of Kenya’s shares in Safaricom PLC cannot be sold or alienated without meaningful, qualitative, and quantitative public participation.
(f) A declaration that the proposed sale or alienation of the Government of Kenya’s shares in Safaricom PLC would violate the constitutional principles of intergenerational and intragenerational equity and sustainable development.
(g) A declaration that the sale or alienation of the Government of Kenya’s shares in Safaricom PLC cannot be initiated or concluded without prior approval of Parliament and conclusive public participation in accordance with the law.
(h) A declaration that the 1 st Respondent’s revenue raising measures outside of Part 3 of the Constitution of Kenya, while relying on Section 74 of the Privatization Act 2025 and Section 87A of the Public Finance Management Act, is unconstitutional.
(i) An order of certiorari quashing any decision made by the 1 st Respondent in favor of the 7 th and 8 th Respondents and any agreement of whatsoever nature entered into between the 1 st and 7 th Respondents among the 1 st , 7 th and 8 th Respondents.
(j) A Declaration that the Public Procurement and Asset Disposal Act, 2015 is the only law governing the procurement of public goods and services and the disposal of public assets pursuant to Article 227 of the Constitution.
(k) A declaration that the Government of Kenya’s shares in Safaricom PLC are a public asset and not a project and therefore cannot be disposed of under the Public Private Partnerships Act, 2022.
(l) A declaration that the processes leading to the issuance or acceptance of the offer by the 7 th and 8 th Respondents are unconstitutional for lack of public participation.
(m) A declaration that the proposed sale of the Government of Kenya’s shares in Safaricom PLC to Vodacom Group, the 7 th and 8 th Respondents violates the constitutional principles of equity, accountability, fairness, sustainable development and public participation.
(n) An order directing the 1 st Respondent to undertake a comprehensive analysis and meaningful public participation process in relation to the proposed sale and to consider competitive bidding.
(o) An order of prohibition, prohibiting the 1 st Respondent from selling or in any way alienating shares owned by the Government of Kenya in the 6 th Respondent.
(p) Any other relief that this Honourable Court may deem fit and just to grant.
(q) Costs of this Petition be awarded to the Petitioner.
The Petitioners’ Case
5. The consolidated Petition is premised on the grounds on the face thereof and supported by the affidavit of the 1 st Petitioner Tony Gachoka sworn on 27 th April 2026, in support of the amended Petition.
6. According to the Petitioners, the National Treasury presented Sessional Paper No. 3 of 2025, proposing a divestiture of 15% of the Government of Kenya’s (GoK) shareholding in Safaricom PLC which comprised 6,009,814,200 shares at a price of KES 34 per share, totaling Kshs 204.3 billion, plus Kshs 40.2 billion for advance dividend rights purchase.
7. It is deposed that on 3 rd December 2025, the 8 th Respondent Vodafone Kenya Limited, through a Press Release announced its intention to acquire 15% of the shares held by the Government of Kenya, through the 1 st Respondent, Cabinet Secretary for the national Treasury, on behalf of the Kenyan People in the ‘6 th Respondent (Safaricom PLC).
8. Further, that on 4 th December 2025, the National Treasury, instead, submitted Sessional Paper No. 3 of 2025, which clearly named Vodacom Group, the 7 th Respondent herein as the proposed buyer and not Vodafone Kenya Limited that had announced the intention to acquire the shares in issue.
9. The Petitioners assert that the proposed purchaser was quietly shifted between these two foreign entities-Vodacom Group and Vodafone Kenya Limited, without any explanation to the public, procedural clarity or explicit authorization by the National Assembly to sell the shares to Vodafone Kenya Limited. They aver that failure to justify the sudden shift raises suspicion as to the true intentions of the 1 st Respondent, the Cabinet Secretary, the National Treasury and Economic Planning.
10. The deponent asserted that the Government of Kenya currently owns thirty-five percent (35%) of the shares in the 6 th Respondent Safaricom PLC and that the intended sale would result in the Government’s ownership drop from 35% to 20%, thereby reducing Board representation to two seats and eliminating veto power over major corporate decisions in Safaricom PLC.
11. It was also averred that the foreign entity’s combined controlling stake increases to 55%, amounts to surrendering national influence over Safaricom PLC, a strategic infrastructure.
12. Further, that the objective of the Sessional Paper No. 3 of 2025 as presented to the National Assembly was to submit a detailed proposal for partial divestiture of GoK’s shareholding in the 6 th Respondent to raise revenue for what is described as an infrastructure development. However, that the Sessional Paper No. 3 of 2025 fails to provide specific details to which projects the generated revenue will be applied.
13. The petitioners further claimed that the Sessional Paper No. 3 of 2025 lacks transparency, that it uses vague terms like ‘etc.’, leaving the revenue to be raised, open to potential misuse and misapplication. The Petitioners assert that there is noncommitment on ring fencing of these funds.
14. Further depositions are that on 23 rd March 2026, this Court (differently constituted – Hon. Justice L.N. Mugambi) issued a conservatory order directing that status quo be maintained and referred the file to the Chief Justice to empanel an uneven bench to hear the Petition. That, despite the subsisting conservatory orders, the National Treasury aggressively and hurriedly pushed the proposal through the National Assembly where the proposed sale was debated and the share sale was approved on 31 st March 2026 to take effect 1 st April 2026 as evidenced by the Hansard Report of 31 st March 2026. According to the Petitioners, the approval was given in direct violation of the court order.
15. It was deponed that the 8 th Respondent Vodafone Kenya Ltd. is not named in the approved Sessional Paper as the intended purchaser and was therefore not approved by the National Assembly to be the purchaser of the Government’s partial divestiture of 15% shares in Safaricom PLC.
16. According to the Petitioners, revenue-raising powers under Article 209 of the Constitution are restricted to taxation and charges and that therefore, using asset sales as a routine revenue-generating tool, breaches constitutional boundaries under the Privatization Act 2025 and the Public Finance Management Act .
17. It is asserted that Section 163 of the Public Procurement and Asset Disposal Act (PPADA) mandates that public assets can only be disposed of if they are unserviceable, obsolete, obsolescent, or surplus and that in this case, Safaricom PLC is a highly profitable, viable performing national asset, generating KES 18 to 20 billion annually for the State.
18. According to the Petitioners, the National Treasury proposed placing divestiture proceeds into an "Infrastructure Fund" or managed account where the Cabinet Secretary would act as sole signatory, yet Article 206 of the Constitution requires all public revenue to be deposited into the Consolidated Fund and be allocated through parliamentary appropriation.
19. The Petitioners consider the price of KES 34 per share price to be a severe undervaluation of Safaricom PLC’s estimated intrinsic market value of KES 70 to 80 per share, and that therefore, the undervaluation exposes the public to a potential loss of up to KES 250 billion.
20. The Petitioner contended that the 1 st Respondent failed to comply with statutory and constitutional standards, and that specifically, the Public Procurement and Asset Disposal Act, the Privatization Act, and Article 10 of the Constitution were violated , emphasizing that the approval from the National Assembly could not be relied upon to conclude the partial divestiture because that approval was obtained through fraudulent misrepresentation.
21. The Petitioners further claimed that the legal, financial, tax and banking Transaction Advisors were handpicked by the Government, without open competitive tender advertisements, thereby violating Articles 10, 227, and 232 of the Constitution. Further, that there were inflated fee notes and corrupt kickbacks benefiting political cartels.
22. The Petitioners assert that Safaricom PLC handles over half of Kenya’s telecommunications traffic, M-PESA digital payments, e-commerce and credit lending. They accordingly aver that; the impugned partial divestiture lacks safeguards on data localization or data security for over 30 million Kenyans and that no national security impact assessment was conducted.
23. Additionally, the Petitioners assert that the process lacked qualitative public participation and excluded local retail and institutional investors from purchasing the shares on the open market.
24. The Petitioners’ further deposition are that the National Assembly rushed the approval process despite formal warnings and a detailed advisory memorandum from the Law Society of Kenya (LSK) submitted to the Clerk of the National Assembly, highlighting critical legal flaws of the transaction.
25. The Petitioners state that the intended partial divestiture violates Article 227(1) of the Constitution by disregarding principles of fairness, equity, transparency, competitiveness and cost-effectiveness; that it improperly relied instead on Section 4 of the Public Private Partnerships Act 2022 and employed unscientific pricing methods to push through a rushed, undervalued sale.
26. The Petitioners contended that by bypassing competitive bidding and public engagement, the intended partial divestiture threatens national sovereignty by handing a controlling stake in critical national infrastructure, and data to a foreign private firm, while placing public funds at severe risk.
27. They reiterated that the 1 st Respondent lacked the authority to sell assets that are not obsolete, unserviceable, or surplus, and that the failure to prepare and submit a proper Privatization Programme, listing Safaricom PLC, represents a deliberate lack of transparency, rendering even Sessional Paper No. 3 legally inadequate for failing to outline strategic policies and goals.
28. In addition, the Petitioners contended that since the 1 st Respondent possesses no constitutional or statutory mandate to sell profitable public assets merely to raise revenue, the intended partial divestiture is ultra vires , null and void.
29. It was further deposed that the legal mess and disorganization in the proposed sale demonstrated the incompetence and improper advice for the opaquely procured Transaction Advisors. They added that it is in the interest of justice that the Petition be found merited and the reliefs sought be granted.
30. The Petitioners also relied on the further affidavit sworn by Tony Gachoka on 15 th April 2026 in response to the 1 st Respondent’s replying affidavit sworn by John Mbadi Ng’ongo.
31. The Petitioners maintained that the National Assembly’s approval of the Government of Kenya’s sale of a 15% shareholding in Safaricom PLC to Vodacom Group fails to satisfy constitutional requirements for substantive oversight. They averred that the National Assembly’s involvement was a perfunctory, formalistic endorsement rather than an effective and accountable check on the Executive. That while the Respondents rely on Articles 95 and 201 of the Constitution to justify the involvement by the National Assembly, the mere passage of a resolution does not amount to substantive oversight as envisaged by the Constitution.
32. Further, that the failure by the National Assembly to conduct an accountability check before approving the Sessional Paper No. 3 of 2025 was attributed to a lack of full disclosure specifically, that the 1 st respondent withheld key transaction documents like the full Share Purchase Agreement and the Dividend Purchase Agreements, and that therefore, the public participation conducted by the National Assembly, under Article 118 of the Constitution, was procedurally deficient .
33. Additionally, the petitioners asserted that the National Assembly failed to independently interrogate the transaction’s valuation, its private nature over a competitive market process and the long-term fiscal impact of the dividend prepayment structure.
34. The deponent highlights that the National Assembly deliberated on the divestiture on 31 st March 2026, despite the High Court issuing status quo orders on 23 rd March 2026, thereby rendering the proceedings by the National Assembly, sub judice under Standing Order 89 .
35. The Petitioners accused the National Assembly of failing to heed the caution by the Law Society of Kenya in January 2026 against sacrificing a key strategic asset to finance debt-free infrastructure.
36. Ultimately, the deponent reiterated that the partial divestiture lacks evidence of public value, threatens critical national infrastructure, financial inclusion and public revenue, and that it cannot be legitimized by a procedurally defective parliamentary process, rendering the entire transaction unconstitutional and void.
THE 3 RD PETITIONER’S PETITION
37. In his Petition dated 10 th December 2025, the 3 rd Petitioner Paul Maina Mugo seeks the following reliefs: -
(a) A DECLARATION that the proposed sale or disposal of Government shares in Safaricom PLC without compliance with the Constitution is unlawful and unconstitutional.
(b) A permanent injunction restraining the Respondents from disposing of the said shares except in strict compliance with the Constitution and Statute.
(c) An Order compelling disclosure of all documents, approvals, valuations and agreements relating to the proposed transaction.
(d) Any other relief this Court deems fit and just.
38. The Petition is supported by a supporting affidavit sworn by the 3 rd Petitioner on even date.
39. The 3 rd Petitioner challenges the proposed or contemplated sale, disposal or transfer of the Government of Kenya’s substantial shareholding in Safaricom PLC and states that these government shares constitute a public asset, making their disposal directly tied to public interest and regulatory compliance.
40. The 3 rd Petitioner highlights that public reports and media statements indicate an ongoing effort by the respondents to transfer these shares to foreign or affiliated entities. However, that there was no evidence showing that the intended transaction has complied with key constitutional requirements under Articles 10, 201, and 227 including principles of public participation, transparency, accountability, competitive processes and proper parliamentary oversight.
41. The 3 rd Petitioner warns that the proposed transaction presents a significant risk of undervaluing the public’s shares in Safaricom PLC, potentially leading to loss of billions of shillings in public resources and violating standards of prudent financial management and good governance.
THE 4 TH PETITIONER’S CASE
42. The 4 th Petitioner Samwel Kahara Macharia filed his Petition dated 9 th December 2025 in which he mostly addressed the issue of interim conservatory orders and asked the Court to grant the final reliefs sought in the Petition. The question of conservatory orders is now spent as the court already rendered its decision vide ruling of 9th June, 2026.
AFFIDAVIT BY MR. IRUNGU NYAKERA
43. The Petition was further supported by the affidavit sworn by Irungu Nyakera on 23rd February 2026 in which he deposed on his academic and professional qualifications and stated that he is a Certified Public Accountant (CPA), a former Investment Banker with Citigroup (New York and London) and former Managing Director of Investments at NIC Bank and Equity Bank. He stated that he had previously advised on the 2007 Safaricom IPO and served as Principal Secretary (Planning and Statistics) and Vice-Chairman of the Public Private Partnerships Committee.
44. The deponent asserts that the proposed sale of a 15% stake in Safaricom PLC by the Government of Kenya to Vodacom Group is a de facto and de jure change of control and merger-equivalent acquisition, rather than a routine shares sale.
45. Explaining that Vodacom previously held approximately 40% stake while the Government held 35%, the deponent stated that Vodacom Group would hold approximately 55% and that the Government shareholding would drop to 20% post-transaction.
46. It was his averment that this transaction eliminates government veto power and reduces its Board influence to a minority position. That the transaction also requires prior statutory competition approvals under Sections 42–46 of the Competition Act, Articles 23–26 of the COMESA Competition Regulations and Section 13 of the EAC Competition Act.
47. The deponent asserted that there is no public evidence of a merger notification, market dominance assessment, cross-border clearance, or public interest analysis, thereby rendering the transaction illegal and unconstitutional.
48. Highlighting Safaricom PLC’s strategic role in national infrastructure, it was deposed that the Independent Electoral and Boundaries Commission (IEBC) relied on Safaricom’s encrypted VPN network to transmit election results from more than 46,000 polling stations in 2017 and 2022 to the national IEBC tallying centre at Bomas of Kenya.
49. The deponent requested to be joined as an Interested Party to assist the court with expert financial, competition, and Mergers & Acquisitions insights to address price manipulation, control premiums and market foreclosure.
50. He asserted that he had no personal or pecuniary interest other than constitutional compliance and the public interest. He annexed to his affidavit a summary of his expert opinion as evidence in respect of the impugned divestiture.
RESPONSES TO THE PETITIONS
The 1 st , 2 nd , 4 th , 5 th , 9 th , 10 th and 11 th Respondents’ Response
51. The 1st, 2nd, 4th, 9th, 10th and 11th who are the State Respondents opposed the consolidated Petitions, relying on the three very detailed replying affidavits sworn by the 1 st Respondent, Cabinet Secretary, National Treasury and Economic Planning Hon. FCPA John Mbadi Ng'ongo EGH on 26.3.2026, 8.4.2026 and 25.5.2026.
52. The Cabinet Secretary deposes that the Cabinet and the National Assembly approved the sale of the Government’s 15% stake in Safaricom PLC to Vodacom Group at an estimated KES 204 billion, receipt of an upfront advance dividend of KES 40 billion and the retention of approximately 20% Government ownership in the company.
53. He states that the purpose of the transaction was to among others, mobilize non-tax revenue for investment in critical national infrastructure; stimulate economic growth, preserve and optimize national investments and reduce reliance on debt.
54. The Cabinet Secretary gives a brief background of the transaction and asserts that on 3 December 2025, Vodacom Group publicly announced its intention to increase its effective shareholding in Safaricom PLC from about 40% to 55% through its subsidiary, Vodafone Kenya Limited.
55. He further deposes that Vodafone Kenya Limited is a private limited liability company duly incorporated in the Republic of Kenya on 3 February 1998 under Registration Number C.79550.
56. It is averred that the subject divestiture of shares has been undertaken in accordance with Section 87A of the Public Finance Management Act, which provision was introduced through Section 74 of the Privatization Act, 2025.
57. Further averments by the Cabinet Secretary are that the National Treasury prepared a comprehensive proposal for the transaction including an independent valuation report and that the proposal was submitted to Cabinet.
58. It is also averred that following Cabinet approval, a proposal for the divestiture together with the relevant explanatory memorandum and supporting documentation was duly submitted to the National Assembly for consideration and approval.
59. Further deposition is that the transaction was approved by the National Assembly after extensive public participation conducted both during the 2025/2026 budget-making process and specifically in relation to the divestiture proposal itself.
60. It was averred that the National Treasury retained Kenya Commercial Bank Capital as its transaction advisor, which latter conducted an independent valuation that informed and guided the final negotiated price of KES 34 per share.
61. Further, that, thereafter, the National Treasury successfully negotiated a price of KES 34 per share, which represents a premium of approximately 23% over the six-month volume weighted average price of KES 27.50 as of 2 December 2025.
62. It is also asserted that the transaction reflects a fair market value and demonstrates prudent financial management in accordance with Article 201 (d) of the Constitution .
63. The Cabinet Secretary averred that Sessional Paper No. 3 of 2025 on Partial Divestiture of Safaricom PLC of 4 th December 2025 was handled by the Departmental Committee on Finance and National Planning and the Select Committee on Public Debt and Privatization for joint consideration and reporting to the House. That the Joint Committee engaged 78 stakeholder institutions drawn from government agencies, regulatory bodies, professional associations, private sector entities, civil society organizations, labour representatives and industry players.
64. Further, that the Joint Committee also held 32 sittings comprising both in-house deliberations and stakeholder engagements to interrogate the Sessional Paper and review written and oral submissions. Additionally, the deponent avers that the Joint Committee conducted public participation fora across thirty (30) counties to receive views from members of the public on the proposed divestiture.
65. It was averred that the Joint Committee formed the view that the negotiated price reflects a premium above the historical market trading levels and aligns with subsequent market movements, mitigating concerns regarding potential undervaluation. In addition, it was deposed that the Joint Committee considered public concerns regarding whether alternative strategic investors had been evaluated prior to engaging Vodacom Group as the proposed purchaser.
66. The Cabinet Secretary further states that the Joint Committee undertook public participation including the placement of an advertisement in the daily newspapers on 21 January 2026 inviting submissions from stakeholders and members of the public.
67. The Cabinet Secretary gave a broad overview of the views formed by the Joint Committee, including- that the negotiated price of KES 34 per share reflected a premium above historical market trading levels and aligns with subsequent market movements; that the negotiation with a strategic investor, Vodacom Group, provided transaction certainty and stability in corporate governance, minimizes execution risk, preserves market confidence and avoids potential governance instability that may arise from introducing a new controlling or influencing shareholder; that alternative disposal methods, including a public offering or cross-listing could have introduced additional market volatility, current risks and potential downward pressure on the share price due to increased supply in the market.
68. The deponent further stated that by a resolution passed on Tuesday 31 st March 2026, the National Assembly approved the Sessional Paper No. 3 of 2025 on Partial Divestiture of Safaricom PLC by the Government of Kenya. He lists some key policy resolutions, including that: -
(1) The effective date for the approval shall be 1 April 2026 or such later date when all regulatory approvals that form condition precedent in paragraph 4.1 of the Share Purchase Agreement shall have been obtained.
(2) Upon obtaining all regulatory approvals, the Cabinet Secretary shall undertake and complete the transaction through the Block Trade Platform of the Nairobi Securities Exchange.
(3) The Government shall receive Kshs. 40.2 billion as upfront payment in lieu of future dividends on the residual 20% shareholding as per the Dividend Purchase Agreement.
(4) Notwithstanding anything contained in the Share Purchase Agreement and the Dividend Purchase Agreement, the proceeds of the divestiture shall be paid into the National Infrastructure Fund
(5) To safeguard against loss of jobs for existing staff, there shall be no acquisition-related redundancies in Safaricom PLC.
(6) The Cabinet Secretary shall ensure that within 10 years of the divestiture, there shall be no material change to the current shared prosperity business model in Safaricom PLC dealers, agents and other business partners.
69. The Cabinet Secretary further deposed that the key undertakings that were agreed upon between the National Treasury and the investor include, consultation with the Government prior to any expansion outside Kenya; that the company’s Chairman shall be a Kenyan citizen at all times; that majo
[...truncated]
IN THE HIGH COURT OF KENYA AT NAIROBI
MILIMANI LAW COURTS
CONSTITUTIONAL AND HUMAN RIGHTS DIVISION
PETITION NO. E051 OF 2026
CONSOLIDATED
WITH PETITION NOS. E836 AND E831 OF 2025
IN THE MATTER OF THE CONSTITUTION OF KENYA: ARTICLES 1, 2, 3, 10, 19, 20, 22, 35, 94, 95, 159, 162, 165, 201, 232, 201, 258 & 259
AND
IN THE MATTER OF THE ALLEGED ILLEGAL SALE OF THE UNLAWFUL SALE OF GOVERNMENT OF KENYA 15 % SHARES IN SAFARICOM PLC AT A DISCOUNT TO VODACOM GROUP
AND
IN THE MATTER OF THE COMPETITION IN MARKETS
AND
IN THE MATTER OF THE UNDERMINING THE SOVEREIGNTY OF THE PEOPLE OF KENYA
AND
IN THE MATTER OF PUBLIC PROCUREMENT AND DISPOSAL ACT, LAWS OF KENYA
AND
IN THE MATTER OF PUBLIC PRIVATE PARTNERSHIP ACT CAP 430, LAWS OF KENYA
-BETWEEN-
TONY GACHOKA ……………………………………….. 1 ST PETITIONER
PROF. FREDRICK ONYANGO OGOLA ……………... 2 ND PETITIONER
PAUL MAINA MUGO ……………………………... ……3 RD PETITIONER
SAMWEL KAHARA MACHARIA ……………..……… 4 TH PETITIONER
-VERSUS-
THE CABINET SECRETARY, THE NATIONAL TREASURY AND ECONOMIC PLANNING ……………………………… 1 ST RESPONDENT
THE CABINET SECRETARY, INFORMATION, COMMUNICATION AND THE DIGITAL ECONOMY …….………………. 2 ND RESPONDENT
THE COMMUNICATIONS
AUTHORITY OF KENYA ….......................................... 3 RD RESPONDENT
THE COMPETITION AUTHOURITY OF KENYA….4 TH RESPONDENT
THE HONOURABLE ATTORNEY GENERAL …..… 5 TH RESPONDENT
SAFARICOM PLC ……………………………………... 6 TH RESPONDENT
VODACOM GROUP ……………………………………7 TH RESPONDENT
VODAFONE KENYA LIMITED ……………………....8 TH RESPONDENT
MINISTRY OF THE NATIONAL TREASURY
AND ECONOMIC PLANNING …..…………………… 9 TH RESPONDENT
INFORMATION, COMMUNICATION
AND THE DIGITAL ECONOMY ………………….... 10 TH RESPONDENT
THE PRIVATISATION COMMISSION ….………….11 TH RESPONDENT
VODAFONE GROUP PLC ……………………… …...12 TH RESPONDENT
JUDGMENT
Introduction
1. The consolidated Petition challenges the Government’s proposal to sell 15% of its shareholding in Safaricom PLC, of over 6 billion shares to foreign-owned and controlled entities, for approximately Kshs. 204.3 billion as outlined in Sessional Paper No. 3 of 2025. The Petitioners contend that the partial divestiture would reduce the people of Kenya’s ownership in Safaricom from 35% to a minority 20%, thereby surrendering controlling interest and majority Board representation to foreign corporations over a critical and most profitable national infrastructure.
2. The petitioners allege severe constitutional and statutory violations, arguing that the divestiture bypasses open competitive bidding, lacks qualitative public participation and improperly relies on non-tax revenue-raising mechanisms outside Article 209 of the Constitution. They further argue that the fixed price of KES 34 per share grossly undervalues the asset, compared to its estimated fair value of KES. 70/= to KES. 80/= per share, exposing the public to massive financial loss.
3. Ultimately, the Petition sought to halt the partial divestiture, arguing that privatizing Kenya’s primary telecommunications and mobile money ecosystem, threatens national security, data sovereignty, dissipates the intergenerational equity and is against the public interest.
The Consolidated Petitions
4. The lead Petition is the 1 st and 2 nd Petitioners’ amended Petition dated 22 nd April 2026 which seeks the following RELIEFS : -
(a) An order of mandamus compelling the 1 st and 6 th Respondents Safaricom PLC to present before this Honourable Court a complete list of all bidders and Transaction Advisors, with full disclosure of the dates of their appointment and the procedure followed in their appointment.
(b) THAT the Court be pleased to order the 1 st and 6 th Respondents Safaricom Limited to make full disclosure of all liabilities, whether actual or contingent, existing as at the date of the Transaction, and to remain solely liable for the same notwithstanding the Transaction.
(c) A declaration that the Government of Kenya's shares in the 6 th Respondent constitute strategic national infrastructure and a symbol of national sovereignty and therefore cannot be sold or alienated to a foreign private entity, including the 7 th and 8 th Respondents.
(d) A declaration that the proposed sale or alienation of the Government of Kenya’s shares in Safaricom PLC to the 7 th and the 8 th Respondents would compromise national security.
(e) A declaration that the Government of Kenya’s shares in Safaricom PLC cannot be sold or alienated without meaningful, qualitative, and quantitative public participation.
(f) A declaration that the proposed sale or alienation of the Government of Kenya’s shares in Safaricom PLC would violate the constitutional principles of intergenerational and intragenerational equity and sustainable development.
(g) A declaration that the sale or alienation of the Government of Kenya’s shares in Safaricom PLC cannot be initiated or concluded without prior approval of Parliament and conclusive public participation in accordance with the law.
(h) A declaration that the 1 st Respondent’s revenue raising measures outside of Part 3 of the Constitution of Kenya, while relying on Section 74 of the Privatization Act 2025 and Section 87A of the Public Finance Management Act, is unconstitutional.
(i) An order of certiorari quashing any decision made by the 1 st Respondent in favor of the 7 th and 8 th Respondents and any agreement of whatsoever nature entered into between the 1 st and 7 th Respondents among the 1 st , 7 th and 8 th Respondents.
(j) A Declaration that the Public Procurement and Asset Disposal Act, 2015 is the only law governing the procurement of public goods and services and the disposal of public assets pursuant to Article 227 of the Constitution.
(k) A declaration that the Government of Kenya’s shares in Safaricom PLC are a public asset and not a project and therefore cannot be disposed of under the Public Private Partnerships Act, 2022.
(l) A declaration that the processes leading to the issuance or acceptance of the offer by the 7 th and 8 th Respondents are unconstitutional for lack of public participation.
(m) A declaration that the proposed sale of the Government of Kenya’s shares in Safaricom PLC to Vodacom Group, the 7 th and 8 th Respondents violates the constitutional principles of equity, accountability, fairness, sustainable development and public participation.
(n) An order directing the 1 st Respondent to undertake a comprehensive analysis and meaningful public participation process in relation to the proposed sale and to consider competitive bidding.
(o) An order of prohibition, prohibiting the 1 st Respondent from selling or in any way alienating shares owned by the Government of Kenya in the 6 th Respondent.
(p) Any other relief that this Honourable Court may deem fit and just to grant.
(q) Costs of this Petition be awarded to the Petitioner.
The Petitioners’ Case
5. The consolidated Petition is premised on the grounds on the face thereof and supported by the affidavit of the 1 st Petitioner Tony Gachoka sworn on 27 th April 2026, in support of the amended Petition.
6. According to the Petitioners, the National Treasury presented Sessional Paper No. 3 of 2025, proposing a divestiture of 15% of the Government of Kenya’s (GoK) shareholding in Safaricom PLC which comprised 6,009,814,200 shares at a price of KES 34 per share, totaling Kshs 204.3 billion, plus Kshs 40.2 billion for advance dividend rights purchase.
7. It is deposed that on 3 rd December 2025, the 8 th Respondent Vodafone Kenya Limited, through a Press Release announced its intention to acquire 15% of the shares held by the Government of Kenya, through the 1 st Respondent, Cabinet Secretary for the national Treasury, on behalf of the Kenyan People in the ‘6 th Respondent (Safaricom PLC).
8. Further, that on 4 th December 2025, the National Treasury, instead, submitted Sessional Paper No. 3 of 2025, which clearly named Vodacom Group, the 7 th Respondent herein as the proposed buyer and not Vodafone Kenya Limited that had announced the intention to acquire the shares in issue.
9. The Petitioners assert that the proposed purchaser was quietly shifted between these two foreign entities-Vodacom Group and Vodafone Kenya Limited, without any explanation to the public, procedural clarity or explicit authorization by the National Assembly to sell the shares to Vodafone Kenya Limited. They aver that failure to justify the sudden shift raises suspicion as to the true intentions of the 1 st Respondent, the Cabinet Secretary, the National Treasury and Economic Planning.
10. The deponent asserted that the Government of Kenya currently owns thirty-five percent (35%) of the shares in the 6 th Respondent Safaricom PLC and that the intended sale would result in the Government’s ownership drop from 35% to 20%, thereby reducing Board representation to two seats and eliminating veto power over major corporate decisions in Safaricom PLC.
11. It was also averred that the foreign entity’s combined controlling stake increases to 55%, amounts to surrendering national influence over Safaricom PLC, a strategic infrastructure.
12. Further, that the objective of the Sessional Paper No. 3 of 2025 as presented to the National Assembly was to submit a detailed proposal for partial divestiture of GoK’s shareholding in the 6 th Respondent to raise revenue for what is described as an infrastructure development. However, that the Sessional Paper No. 3 of 2025 fails to provide specific details to which projects the generated revenue will be applied.
13. The petitioners further claimed that the Sessional Paper No. 3 of 2025 lacks transparency, that it uses vague terms like ‘etc.’, leaving the revenue to be raised, open to potential misuse and misapplication. The Petitioners assert that there is noncommitment on ring fencing of these funds.
14. Further depositions are that on 23 rd March 2026, this Court (differently constituted – Hon. Justice L.N. Mugambi) issued a conservatory order directing that status quo be maintained and referred the file to the Chief Justice to empanel an uneven bench to hear the Petition. That, despite the subsisting conservatory orders, the National Treasury aggressively and hurriedly pushed the proposal through the National Assembly where the proposed sale was debated and the share sale was approved on 31 st March 2026 to take effect 1 st April 2026 as evidenced by the Hansard Report of 31 st March 2026. According to the Petitioners, the approval was given in direct violation of the court order.
15. It was deponed that the 8 th Respondent Vodafone Kenya Ltd. is not named in the approved Sessional Paper as the intended purchaser and was therefore not approved by the National Assembly to be the purchaser of the Government’s partial divestiture of 15% shares in Safaricom PLC.
16. According to the Petitioners, revenue-raising powers under Article 209 of the Constitution are restricted to taxation and charges and that therefore, using asset sales as a routine revenue-generating tool, breaches constitutional boundaries under the Privatization Act 2025 and the Public Finance Management Act .
17. It is asserted that Section 163 of the Public Procurement and Asset Disposal Act (PPADA) mandates that public assets can only be disposed of if they are unserviceable, obsolete, obsolescent, or surplus and that in this case, Safaricom PLC is a highly profitable, viable performing national asset, generating KES 18 to 20 billion annually for the State.
18. According to the Petitioners, the National Treasury proposed placing divestiture proceeds into an "Infrastructure Fund" or managed account where the Cabinet Secretary would act as sole signatory, yet Article 206 of the Constitution requires all public revenue to be deposited into the Consolidated Fund and be allocated through parliamentary appropriation.
19. The Petitioners consider the price of KES 34 per share price to be a severe undervaluation of Safaricom PLC’s estimated intrinsic market value of KES 70 to 80 per share, and that therefore, the undervaluation exposes the public to a potential loss of up to KES 250 billion.
20. The Petitioner contended that the 1 st Respondent failed to comply with statutory and constitutional standards, and that specifically, the Public Procurement and Asset Disposal Act, the Privatization Act, and Article 10 of the Constitution were violated , emphasizing that the approval from the National Assembly could not be relied upon to conclude the partial divestiture because that approval was obtained through fraudulent misrepresentation.
21. The Petitioners further claimed that the legal, financial, tax and banking Transaction Advisors were handpicked by the Government, without open competitive tender advertisements, thereby violating Articles 10, 227, and 232 of the Constitution. Further, that there were inflated fee notes and corrupt kickbacks benefiting political cartels.
22. The Petitioners assert that Safaricom PLC handles over half of Kenya’s telecommunications traffic, M-PESA digital payments, e-commerce and credit lending. They accordingly aver that; the impugned partial divestiture lacks safeguards on data localization or data security for over 30 million Kenyans and that no national security impact assessment was conducted.
23. Additionally, the Petitioners assert that the process lacked qualitative public participation and excluded local retail and institutional investors from purchasing the shares on the open market.
24. The Petitioners’ further deposition are that the National Assembly rushed the approval process despite formal warnings and a detailed advisory memorandum from the Law Society of Kenya (LSK) submitted to the Clerk of the National Assembly, highlighting critical legal flaws of the transaction.
25. The Petitioners state that the intended partial divestiture violates Article 227(1) of the Constitution by disregarding principles of fairness, equity, transparency, competitiveness and cost-effectiveness; that it improperly relied instead on Section 4 of the Public Private Partnerships Act 2022 and employed unscientific pricing methods to push through a rushed, undervalued sale.
26. The Petitioners contended that by bypassing competitive bidding and public engagement, the intended partial divestiture threatens national sovereignty by handing a controlling stake in critical national infrastructure, and data to a foreign private firm, while placing public funds at severe risk.
27. They reiterated that the 1 st Respondent lacked the authority to sell assets that are not obsolete, unserviceable, or surplus, and that the failure to prepare and submit a proper Privatization Programme, listing Safaricom PLC, represents a deliberate lack of transparency, rendering even Sessional Paper No. 3 legally inadequate for failing to outline strategic policies and goals.
28. In addition, the Petitioners contended that since the 1 st Respondent possesses no constitutional or statutory mandate to sell profitable public assets merely to raise revenue, the intended partial divestiture is ultra vires , null and void.
29. It was further deposed that the legal mess and disorganization in the proposed sale demonstrated the incompetence and improper advice for the opaquely procured Transaction Advisors. They added that it is in the interest of justice that the Petition be found merited and the reliefs sought be granted.
30. The Petitioners also relied on the further affidavit sworn by Tony Gachoka on 15 th April 2026 in response to the 1 st Respondent’s replying affidavit sworn by John Mbadi Ng’ongo.
31. The Petitioners maintained that the National Assembly’s approval of the Government of Kenya’s sale of a 15% shareholding in Safaricom PLC to Vodacom Group fails to satisfy constitutional requirements for substantive oversight. They averred that the National Assembly’s involvement was a perfunctory, formalistic endorsement rather than an effective and accountable check on the Executive. That while the Respondents rely on Articles 95 and 201 of the Constitution to justify the involvement by the National Assembly, the mere passage of a resolution does not amount to substantive oversight as envisaged by the Constitution.
32. Further, that the failure by the National Assembly to conduct an accountability check before approving the Sessional Paper No. 3 of 2025 was attributed to a lack of full disclosure specifically, that the 1 st respondent withheld key transaction documents like the full Share Purchase Agreement and the Dividend Purchase Agreements, and that therefore, the public participation conducted by the National Assembly, under Article 118 of the Constitution, was procedurally deficient .
33. Additionally, the petitioners asserted that the National Assembly failed to independently interrogate the transaction’s valuation, its private nature over a competitive market process and the long-term fiscal impact of the dividend prepayment structure.
34. The deponent highlights that the National Assembly deliberated on the divestiture on 31 st March 2026, despite the High Court issuing status quo orders on 23 rd March 2026, thereby rendering the proceedings by the National Assembly, sub judice under Standing Order 89 .
35. The Petitioners accused the National Assembly of failing to heed the caution by the Law Society of Kenya in January 2026 against sacrificing a key strategic asset to finance debt-free infrastructure.
36. Ultimately, the deponent reiterated that the partial divestiture lacks evidence of public value, threatens critical national infrastructure, financial inclusion and public revenue, and that it cannot be legitimized by a procedurally defective parliamentary process, rendering the entire transaction unconstitutional and void.
THE 3 RD PETITIONER’S PETITION
37. In his Petition dated 10 th December 2025, the 3 rd Petitioner Paul Maina Mugo seeks the following reliefs: -
(a) A DECLARATION that the proposed sale or disposal of Government shares in Safaricom PLC without compliance with the Constitution is unlawful and unconstitutional.
(b) A permanent injunction restraining the Respondents from disposing of the said shares except in strict compliance with the Constitution and Statute.
(c) An Order compelling disclosure of all documents, approvals, valuations and agreements relating to the proposed transaction.
(d) Any other relief this Court deems fit and just.
38. The Petition is supported by a supporting affidavit sworn by the 3 rd Petitioner on even date.
39. The 3 rd Petitioner challenges the proposed or contemplated sale, disposal or transfer of the Government of Kenya’s substantial shareholding in Safaricom PLC and states that these government shares constitute a public asset, making their disposal directly tied to public interest and regulatory compliance.
40. The 3 rd Petitioner highlights that public reports and media statements indicate an ongoing effort by the respondents to transfer these shares to foreign or affiliated entities. However, that there was no evidence showing that the intended transaction has complied with key constitutional requirements under Articles 10, 201, and 227 including principles of public participation, transparency, accountability, competitive processes and proper parliamentary oversight.
41. The 3 rd Petitioner warns that the proposed transaction presents a significant risk of undervaluing the public’s shares in Safaricom PLC, potentially leading to loss of billions of shillings in public resources and violating standards of prudent financial management and good governance.
THE 4 TH PETITIONER’S CASE
42. The 4 th Petitioner Samwel Kahara Macharia filed his Petition dated 9 th December 2025 in which he mostly addressed the issue of interim conservatory orders and asked the Court to grant the final reliefs sought in the Petition. The question of conservatory orders is now spent as the court already rendered its decision vide ruling of 9th June, 2026.
AFFIDAVIT BY MR. IRUNGU NYAKERA
43. The Petition was further supported by the affidavit sworn by Irungu Nyakera on 23rd February 2026 in which he deposed on his academic and professional qualifications and stated that he is a Certified Public Accountant (CPA), a former Investment Banker with Citigroup (New York and London) and former Managing Director of Investments at NIC Bank and Equity Bank. He stated that he had previously advised on the 2007 Safaricom IPO and served as Principal Secretary (Planning and Statistics) and Vice-Chairman of the Public Private Partnerships Committee.
44. The deponent asserts that the proposed sale of a 15% stake in Safaricom PLC by the Government of Kenya to Vodacom Group is a de facto and de jure change of control and merger-equivalent acquisition, rather than a routine shares sale.
45. Explaining that Vodacom previously held approximately 40% stake while the Government held 35%, the deponent stated that Vodacom Group would hold approximately 55% and that the Government shareholding would drop to 20% post-transaction.
46. It was his averment that this transaction eliminates government veto power and reduces its Board influence to a minority position. That the transaction also requires prior statutory competition approvals under Sections 42–46 of the Competition Act, Articles 23–26 of the COMESA Competition Regulations and Section 13 of the EAC Competition Act.
47. The deponent asserted that there is no public evidence of a merger notification, market dominance assessment, cross-border clearance, or public interest analysis, thereby rendering the transaction illegal and unconstitutional.
48. Highlighting Safaricom PLC’s strategic role in national infrastructure, it was deposed that the Independent Electoral and Boundaries Commission (IEBC) relied on Safaricom’s encrypted VPN network to transmit election results from more than 46,000 polling stations in 2017 and 2022 to the national IEBC tallying centre at Bomas of Kenya.
49. The deponent requested to be joined as an Interested Party to assist the court with expert financial, competition, and Mergers & Acquisitions insights to address price manipulation, control premiums and market foreclosure.
50. He asserted that he had no personal or pecuniary interest other than constitutional compliance and the public interest. He annexed to his affidavit a summary of his expert opinion as evidence in respect of the impugned divestiture.
RESPONSES TO THE PETITIONS
The 1 st , 2 nd , 4 th , 5 th , 9 th , 10 th and 11 th Respondents’ Response
51. The 1st, 2nd, 4th, 9th, 10th and 11th who are the State Respondents opposed the consolidated Petitions, relying on the three very detailed replying affidavits sworn by the 1 st Respondent, Cabinet Secretary, National Treasury and Economic Planning Hon. FCPA John Mbadi Ng'ongo EGH on 26.3.2026, 8.4.2026 and 25.5.2026.
52. The Cabinet Secretary deposes that the Cabinet and the National Assembly approved the sale of the Government’s 15% stake in Safaricom PLC to Vodacom Group at an estimated KES 204 billion, receipt of an upfront advance dividend of KES 40 billion and the retention of approximately 20% Government ownership in the company.
53. He states that the purpose of the transaction was to among others, mobilize non-tax revenue for investment in critical national infrastructure; stimulate economic growth, preserve and optimize national investments and reduce reliance on debt.
54. The Cabinet Secretary gives a brief background of the transaction and asserts that on 3 December 2025, Vodacom Group publicly announced its intention to increase its effective shareholding in Safaricom PLC from about 40% to 55% through its subsidiary, Vodafone Kenya Limited.
55. He further deposes that Vodafone Kenya Limited is a private limited liability company duly incorporated in the Republic of Kenya on 3 February 1998 under Registration Number C.79550.
56. It is averred that the subject divestiture of shares has been undertaken in accordance with Section 87A of the Public Finance Management Act, which provision was introduced through Section 74 of the Privatization Act, 2025.
57. Further averments by the Cabinet Secretary are that the National Treasury prepared a comprehensive proposal for the transaction including an independent valuation report and that the proposal was submitted to Cabinet.
58. It is also averred that following Cabinet approval, a proposal for the divestiture together with the relevant explanatory memorandum and supporting documentation was duly submitted to the National Assembly for consideration and approval.
59. Further deposition is that the transaction was approved by the National Assembly after extensive public participation conducted both during the 2025/2026 budget-making process and specifically in relation to the divestiture proposal itself.
60. It was averred that the National Treasury retained Kenya Commercial Bank Capital as its transaction advisor, which latter conducted an independent valuation that informed and guided the final negotiated price of KES 34 per share.
61. Further, that, thereafter, the National Treasury successfully negotiated a price of KES 34 per share, which represents a premium of approximately 23% over the six-month volume weighted average price of KES 27.50 as of 2 December 2025.
62. It is also asserted that the transaction reflects a fair market value and demonstrates prudent financial management in accordance with Article 201 (d) of the Constitution .
63. The Cabinet Secretary averred that Sessional Paper No. 3 of 2025 on Partial Divestiture of Safaricom PLC of 4 th December 2025 was handled by the Departmental Committee on Finance and National Planning and the Select Committee on Public Debt and Privatization for joint consideration and reporting to the House. That the Joint Committee engaged 78 stakeholder institutions drawn from government agencies, regulatory bodies, professional associations, private sector entities, civil society organizations, labour representatives and industry players.
64. Further, that the Joint Committee also held 32 sittings comprising both in-house deliberations and stakeholder engagements to interrogate the Sessional Paper and review written and oral submissions. Additionally, the deponent avers that the Joint Committee conducted public participation fora across thirty (30) counties to receive views from members of the public on the proposed divestiture.
65. It was averred that the Joint Committee formed the view that the negotiated price reflects a premium above the historical market trading levels and aligns with subsequent market movements, mitigating concerns regarding potential undervaluation. In addition, it was deposed that the Joint Committee considered public concerns regarding whether alternative strategic investors had been evaluated prior to engaging Vodacom Group as the proposed purchaser.
66. The Cabinet Secretary further states that the Joint Committee undertook public participation including the placement of an advertisement in the daily newspapers on 21 January 2026 inviting submissions from stakeholders and members of the public.
67. The Cabinet Secretary gave a broad overview of the views formed by the Joint Committee, including- that the negotiated price of KES 34 per share reflected a premium above historical market trading levels and aligns with subsequent market movements; that the negotiation with a strategic investor, Vodacom Group, provided transaction certainty and stability in corporate governance, minimizes execution risk, preserves market confidence and avoids potential governance instability that may arise from introducing a new controlling or influencing shareholder; that alternative disposal methods, including a public offering or cross-listing could have introduced additional market volatility, current risks and potential downward pressure on the share price due to increased supply in the market.
68. The deponent further stated that by a resolution passed on Tuesday 31 st March 2026, the National Assembly approved the Sessional Paper No. 3 of 2025 on Partial Divestiture of Safaricom PLC by the Government of Kenya. He lists some key policy resolutions, including that: -
(1) The effective date for the approval shall be 1 April 2026 or such later date when all regulatory approvals that form condition precedent in paragraph 4.1 of the Share Purchase Agreement shall have been obtained.
(2) Upon obtaining all regulatory approvals, the Cabinet Secretary shall undertake and complete the transaction through the Block Trade Platform of the Nairobi Securities Exchange.
(3) The Government shall receive Kshs. 40.2 billion as upfront payment in lieu of future dividends on the residual 20% shareholding as per the Dividend Purchase Agreement.
(4) Notwithstanding anything contained in the Share Purchase Agreement and the Dividend Purchase Agreement, the proceeds of the divestiture shall be paid into the National Infrastructure Fund
(5) To safeguard against loss of jobs for existing staff, there shall be no acquisition-related redundancies in Safaricom PLC.
(6) The Cabinet Secretary shall ensure that within 10 years of the divestiture, there shall be no material change to the current shared prosperity business model in Safaricom PLC dealers, agents and other business partners.
69. The Cabinet Secretary further deposed that the key undertakings that were agreed upon between the National Treasury and the investor include, consultation with the Government prior to any expansion outside Kenya; that the company’s Chairman shall be a Kenyan citizen at all times; that majo
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