The dispute over the government’s Safaricom stake has moved beyond whether the sale was lawful. It now raises a more complicated question: how do you reverse a transaction after shares have changed hands and payments have been made?
On October 13, Kalonzo Musyoka, who represents petitioners challenging the transaction, said the Court of Appeal had declined the government’s application to suspend the September 15 High Court orders. In a statement published on his website, he said those orders remained in force as the substantive appeal proceeded.
The transaction documents reveal why the financial consequences require careful explanation. Alongside the approximately Sh204.3 billion share sale was a separate Sh40.2 billion arrangement involving future dividends.
What exactly did Vodacom buy?
Vodacom’s December 2025 acquisition disclosure describes three connected arrangements.
First, Vodafone Kenya would acquire a 15% stake in Safaricom from the Kenyan government at Sh34 per share.
Second, Vodacom would buy Vodafone’s remaining interest in Vodafone Kenya, equivalent to a further effective 5% interest in Safaricom.
Third, Vodafone Kenya would pay Sh40.2 billion upfront for the right to receive Sh55.7 billion in future Safaricom dividends that would otherwise accrue to the government’s retained shares.
These were distinct components: payment for shares and payment for future income.
When did the sale happen?
Vodacom’s completion announcement confirms that Vodafone Kenya acquired the government’s 15% stake through a block trade on the Nairobi Securities Exchange on June 30, 2026.
The transaction followed a June 26 Court of Appeal decision lifting the conservatory order that had prevented it from proceeding.
Vodacom subsequently confirmed that the broader acquisition increased its effective Safaricom shareholding to approximately 55%. It also announced its intention to appeal the September High Court judgment and seek suspension of its implementation.
What did the High Court order?
The September 15 judgment found constitutional and legal faults in the transaction, including inadequate public participation and failures of disclosure concerning its nature and effects.
In its final orders, the court quashed the divestiture decision and related approvals and agreements. It also declared the disputed 15% stake restored to government ownership on behalf of Kenyans.
However, the listed final orders do not specify a refund amount, payment deadline or detailed repayment mechanism. That distinction emerges from paragraph 769 of the judgment, available in a reproduction published by legal database SheriaHub.
The absence of an express refund direction does not establish that the government can retain both the shares and the purchase money.
Had the courts considered the possibility of reversal?
Yes. When allowing the transaction to proceed in June, the Court of Appeal considered the argument that completing the sale would make reversal impossible.
In paragraph 45 of that ruling, the judges reasoned that the shares remained capable of being restored, with appropriate refunds if such orders were ultimately made.
Permission to complete the transaction therefore did not settle the underlying constitutional challenge.
Where were the proceeds supposed to go?
Parliament’s March 31, 2026 Votes and Proceedings records approval of the divestiture and directs its proceeds into the National Infrastructure Fund.
The resolution also recognises the Sh40.2 billion upfront dividend payment and sets conditions protecting staff from acquisition-related redundancies and preserving arrangements with existing dealers, agents and business partners.
Treasury had presented the sale as a means of raising development financing while reducing reliance on borrowing and taxation.
But a direction identifying where proceeds should go does not establish how much remains available or how much has been committed or spent.
What remains to be established?
The publicly accessible records reviewed for this article do not confirm whether the share register has been changed following the judgment, whether any money has been refunded, or how the dividend-rights arrangement will be treated.
TopNews also had not obtained the full October 13 appellate ruling at the time of writing. Its immediate outcome is attributed here to the petitioners’ counsel; the court’s detailed reasons require the ruling itself.
The next documents that matter are implementation records and further court directions. They will help establish how the ownership orders translate into changes to the shares, the purchase money and the government’s future dividend income.
