Ndungu v SPG Ltd & Ors [2025] EWHC 3039 (Ch) (18 November 2025)

Ndungu v SPG Ltd & Ors [2025] EWHC 3039 (Ch) (18 November 2025)

The court found that the claimant's statutory pre-emption rights under sections 561 and 562 of the Companies Act 2006 were breached in relation to the share allotments, that the directors were responsible for these breaches, and that the conduct of the company's affairs was unfairly prejudicial to the claimant's interests. The claimant was entitled to relief including compensation for dilution and an order for the purchase of his shares at a fair value.

Citation
[2025] EWHC 3039 (Ch)
Parties
Claimant: Paul Wanderi Ndungu; First Defendant: SPG Limited (formerly known as 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 / Reserved Judgment After Trial
Outcome
Claim allowed in part
Legal Topics
Shareholder Rights, Pre Emption Rights, Director Duties, Unfair Prejudice, Share Dilution, Corporate Governance
Company Law Insolvency Law Shareholder Rights Pre Emption Rights Director Duties Unfair Prejudice Share Dilution Corporate Governance

Case Brief

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Parties

Paul Wanderi Ndungu

Claimant

SPG Limited (formerly known as 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 / Reserved Judgment After Trial

Legal Issues

  1. 1 Whether the allotments of shares by SPG Limited between 2019 and 2022 unlawfully diluted the claimant's shareholding in breach of statutory pre-emption rights under the Companies Act 2006
  2. 2 Whether the directors breached their duties and the company's articles in authorising or permitting the allotments
  3. 3 Whether the conduct of the company's affairs was unfairly prejudicial to the claimant under section 994 of the Companies Act 2006

Ratio Decidendi

The court found that the claimant's statutory pre-emption rights under sections 561 and 562 of the Companies Act 2006 were breached in relation to the share allotments, that the directors were responsible for these breaches, and that the conduct of the company's affairs was unfairly prejudicial to the claimant's interests. The claimant was entitled to relief including compensation for dilution and an order for the purchase of his shares at a fair value.

Court Disposition

Claim allowed in part

Orders

  • Declaration that the claimant's pre-emption rights were breached
  • Order for compensation to the claimant under section 563 Companies Act 2006