Jamie Riley KC and James McWilliams success in SportPesa shareholder litigation

On 27 November 2025, Mr Justice Edwin Johnson made an order dismissing all claims against the Defendants following his judgment in Ndungu v SPG Limited [2025] EWHC 3039 (Ch).

The case was a hard-fought shareholder dispute in respect of SPG Limited, the holding company for the global online gaming business trading under the brand name “SportPesa”. It comprised a consolidated claim by Mr Ndungu for compensation under section 563 of the Companies Act 2006 in respect of his dilution as a shareholder in SPG and a petition by him pursuant to section 994 of the Companies Act 2006 alleging that he had been unfairly prejudiced as a member of SPG. At the heart of both claims was an allegation that the directors of SPG and a number of prominent shareholders in SPG had engaged in a deliberate scheme to dilute Mr Ndungu’s shareholding.

In dismissing Mr Ndungu’s claims, the Judge found amongst other things: (i) that there had been no scheme to dilute Mr Ndungu; (ii) Mr Ndungu had failed to properly plead that any infringement of sections 561 or 562 of the Companies Act 2006 as had occurred had caused him any loss such that his claim was in fact liable to be struck out; (iii) Mr Ndungu had in any case not established that he could and would in fact have subscribed for any of the three capital raises he impugned; and (iv) Mr Ndungu had not established any conduct that had caused him to suffer prejudice in his capacity as a member of SPG.

The case is a relatively rare example of a claim for compensation under section 563 of the Companies Act 2006. The Judge’s decision with regard to that aspect of Mr Ndungu’s claim is a salutary reminder to practitioners of the need to properly plead and evidence causation in such claims.

Jamie Riley KC and James McWilliams appeared for the successful Second to Sixth Defendants, the directors of SPG and several of its most substantial shareholders. They were instructed by Charles Allin and Andrew Smith of DLA Piper UK LLP, heading a team comprising Hui Chee, Harriet Michael and Lotte Frorup.

A copy of the judgment is available here: https://caselaw.nationalarchives.gov.uk/ewhc/ch/2025/3039