High Court Declares Safaricom Share Sale to Vodacom Illegal and Unconstitutional

The High Court has declared the government’s sale of a 15 per cent stake in Safaricom PLC unconstitutional, illegal and void, ordering that the shares be returned to State ownership.

A three-judge bench comprising Justices Francis Gikonyo, Roselyne Aburili and Tabitha Ouya ruled that the divestiture breached constitutional provisions and several laws governing public finance, procurement, capital markets and competition. The court found that the government had entered into binding agreements with Vodafone Group Plc before completing the required policy and parliamentary approval processes.

Records showed that a share purchase agreement, priced at Sh34 per share, and a separate dividend rights purchase arrangement were signed on 3 December 2025.
The judges said the early commitment undermined constitutional safeguards intended to promote transparency and accountability in the disposal of public assets.

The court also questioned the government’s plans for the Sh204.3 billion expected from the sale. Although the State had said the proceeds would be channelled into the National Infrastructure Fund, the judges found that this did not amount to ring-fencing the money for specific projects.

Policy documents submitted to the court were found to lack sufficient details on the projects to be funded, including their costs, locations and timelines. The judges held that this failed to meet the requirements of Section 87A of the Public Finance Management Act, which requires such funds to be linked to defined programmes.

The National Assembly had approved the transaction, but the court ruled that parliamentary approval could not correct fundamental defects in the process. The judges cited a lack of public participation, misrepresentation of facts and the concealment of material information as serious breaches that rendered the sale unconstitutional.

The ruling requires the State to restore the 15 per cent stake in Safaricom, reversing a major divestiture by the government. It also places renewed scrutiny on the government’s approach to the sale of public assets and the legal procedures followed in major transactions. The decision establishes that the need to raise revenue cannot override constitutional and statutory requirements governing public resources.