Paul Wanderi Ndungu v SPG Limited (formerly known as Sportpesa Global Holdings Limited) & Ors

Paul Wanderi Ndungu v SPG Limited (formerly known as Sportpesa Global Holdings Limited) & Ors

The court held that while the company breached statutory pre-emption rights in the first and second allotments, these breaches were inadvertent and not knowingly authorised or permitted by the directors. The claimant failed to prove, and did not adequately plead, that he would or could have subscribed for the shares if properly notified, and thus suffered no loss by reason of the breaches. There was no scheme to dilute the claimant’s shareholding, and the company’s capital raises were justified by genuine financial necessity. The claimant’s exclusion from management was not unfairly prejudicial within the meaning of section 994, as he was not entitled as a member to participate in...

Parties
Claimant: Paul Wanderi Ndungu; First Defendant: SPG Limited (formerly Sportpesa Global Holdings Limited); Second Defendant: Ivaylo Petev Bozoukov; Third Defendant: Kalina Lyubomirova Karadzhova; Fourth Defendant: Guerassim Nikolov; Fifth Defendant: Gene Grand; Sixth Defendant: Naogen Investment Inc
Jurisdiction
England and Wales
Judgment Date
18 November 2025
Procedural Posture
Consolidated Part 8 Claim and Unfair Prejudice Petition / Final Judgment After Trial
Outcome
Claims dismissed/struck out
Legal Topics
Pre Emption Rights, Shareholder Remedies, Unfair Prejudice, Directors' Duties, Share Allotment, Corporate Governance
Company Law Equity and Trusts Pre Emption Rights Shareholder Remedies Unfair Prejudice Directors' Duties Share Allotment Corporate Governance

Case Brief

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Parties

Paul Wanderi Ndungu

Claimant

SPG Limited (formerly Sportpesa Global Holdings Limited)

First Defendant

Ivaylo Petev Bozoukov

Second Defendant

Kalina Lyubomirova Karadzhova

Third Defendant

Guerassim Nikolov

Fourth Defendant

Gene Grand

Fifth Defendant

Naogen Investment Inc

Sixth Defendant

Procedural Posture

Consolidated Part 8 Claim and Unfair Prejudice Petition / Final Judgment After Trial

Legal Issues

  1. 1 Whether the company breached statutory pre-emption rights under Companies Act 2006 sections 561 and 562
  2. 2 Whether directors knowingly authorised or permitted such breaches
  3. 3 Whether the affairs of the company were conducted in a manner unfairly prejudicial to the claimant under section 994

Ratio Decidendi

The court held that while the company breached statutory pre-emption rights in the first and second allotments, these breaches were inadvertent and not knowingly authorised or permitted by the directors. The claimant failed to prove, and did not adequately plead, that he would or could have subscribed for the shares if properly notified, and thus suffered no loss by reason of the breaches. There was no scheme to dilute the claimant’s shareholding, and the company’s capital raises were justified by genuine financial necessity. The claimant’s exclusion from management was not unfairly prejudicial within the meaning of section 994, as he was not entitled as a member to participate in...

Court Disposition

Claims dismissed/struck out

Orders

  • The Pre-emption Rights Claim is dismissed or struck out for failure to plead and prove causation and loss.
  • The Section 994 unfair prejudice petition is dismissed for failure to establish unfairly prejudicial conduct or prejudice.