On Friday 3rd February 2023, Billionaire Paul Wanderi Ndungu must have been conducting his private affairs oblivious to the fact that a quarter-page advert was splashed in the newspaper, bearing his portrait and fraudulent context as to his association with Pevans East Africa Limited, a company that he co-founded.
His eyes must have widened when he caught a glimpse of the contents of that Whatsapp message.
On it was a picture of newspaper advertisement from the Daily Nation on Friday, which happens to be the biggest circulation newspaper in the country.
The most striking thing on the newspaper was his picture at the top-centre, and the entire quarter page advert was emblazoned with the words “PUBLIC NOTICE”.
The advert had apparently been placed in the newspaper by PEVANS EAST AFRICA LTD, the bonafide owners of SPORTPESA, a leading sports betting company in Kenya, Tanzania and South Africa.
The Public Notice went on to inform Kenyans that Paul W. Ndungu has apparently ceased being a member of PEVANS EA Ltd, which we can only assume to imply that he is no longer either a Director or shareholder.
Just like that, minority shareholders of PEVANS EA Ltd had finally managed a boardroom coup in the company after they had gamed the system to transfer cash and trademarks of Sportpesa from PEVANS EA Ltd to another betting company by the name Milestones Games Ltd.
The hostile takeover of Sportpesa was so brazen that more than Ksh. 2.3 Billion was covertly transferred from Sportpesa Paybills (955100 and 955700) to Milestones Games Ltd by Safaricom Mpesa alongside those same paybills.
The newspaper advert was a product of a court order issued by Hon Justice Alfred Mabeya in the matter HCCOMM/E002/2023 that was granted on 10th January 2023 at 5.01am after receiving the application on 9th January 2023.
The matter was PEVANS EA Ltd vs Paul Ndungu and Asenath Wacera Maina.
Order by High Court Judge Justice Alfred Mabeya valid until January 24th 2023
Asenath Wacera Maina is the widow of the late Hon Dick Wathika, former Makadara MP and Mayor of Nairobi.
She had inherited her late husband’s substantial stake in PEVANS EA Ltd but she now looks set to be disenfranchised by the holders of minority stake in the company.
Justice Mabeya had only granted a restraining order on both Paul Ndungu and Asenath Wacera Maina for a period of 14 days up until the 24th of January 2023.
The matter had been certified urgent and slated for hearing during the court vacation.
More importantly, Justice Mabeya issued these orders on January 10th 2023 despite the initial filing being on 9th October 2022, a full 3 months prior.
An extension of the orders after 24th January 2023 were never granted and served as would be expected in a normal, rational jurisdiction, but this is Kenya where murder cases are terminated and turned into inquests so as to protect senior officials of the Judiciary who were involved romantically with the person accused of the murder in the first place.
How then did the Daily Nation (and its mother company NMG), which employs a number of in-house lawyers to insulate itself of the legal ramifications of their work, allow the advert to go to print on the strength of an expired court order?
Was NMG also duped or given forged court orders in order to put up this advert?
This is where we begin to get evidence that Kenya, despite the self-congratulation of the Judiciary every opportunity it gets, remains a shithole country.
Hon. Justice Mabeya just so happens to be the Judge presiding over case No. HCC E0284 of 2021 which is Paul Wanderi Ndungu vs Safaricom Ltd in which the giant telco illegally transferred the main Sportpesa Paybills (955100 and 966700) and which had upwards Ksh. 2.3 Billion to Milestone Games Ltd.
Milestone games Ltd is owned by Hon. Capt Ronald Karauri on one hand and lawyer Robert Macharia on the other.
These two also happen to be shareholders and Director/Company Secretary of PEVANS EA Ltd, positions that they both never relinquished.
The Betting and Lotteries Act forbids any individual to own a stake or be a Director of more than one gaming outfit in Kenya, a fact that has continued to be rubbished by the Betting Control and Licensing Board (BCLB) and the Judiciary.
The transfer of the Sportpesa Paybills and funds to Milestone games Ltd was facilitated by MPESA CEO Sitoyo Lopokoyit on 28th October 2020, who just happens to be married to Hon. Karauri’s sister.
These truly are the ties that bind.
In the civil suit Paul W. Ndungu vs Safaricom, and despite the court asking Safaricom to file its defence on 3 separate occasions since August 2022, the telco continues to be mum and inactive on the issue.
How can Safaricom file a defence without incriminating itself and its officers?
The ksh. 2.3 Billion that was in the paybills (955100 and 955700) as at 30th June 2019 and irregularly transferred to Milestones was done despite the existence of a valid funds preservation order by Kenya Revenue Authority (KRA) and the High Court.
KRA preservation order for Safaricom
The funds preservation orders were valid during the period in which the Paybills were irregularly transferred to Milestones Games Ltd which was until 5th December 2020.
Extension of perservation orders for all PEVANS bank accounts and PayBill numbers
Milestones Games Ltd apparently only honor the court orders that favour them and ignore those that do not. Judicial corruption has allowed the two Directors namely Ronald Kawmiko Karauri (MP, Kasarani and Robert Macharia, to continue to run the affairs of SPORTPESA as proxies, to the detriment of the other shareholders, the most impacted of them being Paul Ndungu and Asenath Wacera.
On 10th January 2023, and upon obtaining a temporary restraining order from Justice Mabeya, dual CEO of both PEVANS EA Ltd and Milestones Games Ltd would write a letter to both Paul Ndungu and Asenath Wacera informing them of their removal from being shareholders and Directors of PEVANS EA Ltd based on resolutions of a board meeting that was purportedly held in Dar es Salaam, Tanzania on 8th October 2022.
Why would a Kenyan company hold an AGM or Board of Directors meeting in Dar es Salaam?
Well, it just so happens that at least 2 of the shareholders/Directors (Gene Grand and Gerassim Nikolov) had been deported and declared persona non grata in Kenya by the former CS for the Interior, Dr. Fred Matiangi.
Guerrasim Nikolov -Bulgarian deported from Kenya and currently operates in Tanzania
They have been pitching camp since their deportation in 2019 in Tanzania where SPORTPESA continues to operate.
As an aside, things there do not seem to be going quite seamlessly as SPORTPESA has apparently lost the shirt sponsorship opportunity for the 2 biggest clubs in Tanzania, the great Young Africans (Yanga FC) and Simba FC.
The sponsorship space in front of their jerseys have now been taken over by electronic company HAIER.
But we digress…
According to the notice of the AGM sent to Paul Ndungu and Asenath Wacera, the most pertinent issue in the agenda was to somehow review the conduct of Paul Ndungu and how his conduct has affected PEVANS EA Ltd and what remedial actions should be taken on him in accordance with the Articles of Association of the company.
The Articles of Association of a company simply spell out how the owners and managers of a company relate to one another.
Sinisterly, the notice also claimed that the company, PEVANS EA Ltd, would carry out an audit to establish the amount of the loss attributable to Paul Ndungu and his actions.
Notice of the PEVANS AGM in Daresalaam
We say that this bit here is sinister because it sounds like someone somewhere had already decided that Paul Ndungu was guilty of some unspecified infraction against the company, and this AGM was coming to simply rubber stamp decisions on Paul Ndungu’s culpability.
Unfortunately, even for laymen, Articles of Association can NEVER supercede constitutional provisions or even the laws of natural justice.
For example, nowhere in the notice for the AGM has Paul Ndungu been granted an opportunity to defend himself from the spurious allegations of his co-shareholders, majority of whom hold ownership in another betting company by the name Milestones Games Ltd, and this ownership is by proxy through Ronald Kamwiko Karauri and Lawyer Robert Macharia.
Remember, by being deported in 2019, the likes of Gerassim Nikolov (Bulgarian) and Gene Grand (American) could not openly hold a stake in another local company (Milestone Games Ltd) and therefore their stakes were held covertly by proxy by Karauri and Macharia.
Milestones Games Ltd is the company to which some PEVANS EA Ltd shareholders transferred the SPORTPESA trademarks, Paybills, cash and other assets.
Clearly, the AGM was a poorly conceptualized and dismally executed plan to eject Paul Ndungu in a misguided bid to slow him down from his efforts to save the same company that was purporting to eject him.
Did Ronald Karauri dream up this half-baked scheme? And someone in his right mind allowed this numbskull to actually get behind the controls of an airplane and to ferry people from one destination to the other?
Kenya is indeed a walking psychiatric ward!
The only crime committed by Paul Ndungu is the vibrant legal fight that he had put up against the illegal appropriation of PEVANS’ property by suing everyone involved including Safaricom Ltd.
Karauri, Macharia and their co-conspirators had reasoned erroneously that by using our irredeemably corrupt institutions to remove Paul Ndungu from PEVANS EA Ltd, they would retroactively also undermine all the civil matters that are before various High Courts, and in the process complete the hostile takeover of PEVANS EA Ltd property (Sportpesa) and continue to run it as Milestones Games Ltd, minus its tax and other liabilities.
These liabilities would be left behind with PEVANS E Ltd which would now be an empty shell, to be discarded.
As long as Paul Ndungu stands firm in PEVANS EA Ltd, the tax and other liabilities, the multiplicity of court cases and demand for the return of PEVANS EA Ltd property will never disappear.
The accounts must be settled.
To illustrate just how ridiculously inept Ronald Karauri really is, you just have to look at how they dealt with the AGM and service of the notice to Paul Ndungu.
The posers sent the notice of the AGM to Paul Ndungu from Milestones Games Ltd whereby they also inserted the name SPORTPESA next to it in brackets.
DHL delivery of notice for PEVANS AGM in Daresalaam BUT containing MILESONE GAMES contact details
They used Milestones Games Ltd offices on the 3rd floor of the Chancery Building on Valley Road as the return address, leaving no doubt as to the true origin of the notice for the AGM and who was really behind the removal of Paul Ndungu.
The letterhead of PEVANS EA Ltd that was used was so childishly amateurish, it could have been created by a grade 4 student at any local school.
The letterhead has no physical and postal addresses and contact details whatsoever and there is no known way to formally respond to the notice, for instance, service of a court order, unless it was done at Milestones Games Ltd.
It would have been a comedy of errors for the process server, with court orders stopping the AGM to attempt to effect service at the offices of Milestones Games Ltd.
They would simply have rejected service on grounds that they were unaware of PEVANS EA Ltd.
Some of the things that a rational person would construe to be idiotic are actually well considered to frustrate a legal clap-back.
As alluded to previously, a letter was dispatched to Paul Ndungu on 10th January 2023 to accompany the court order from Justice Mabeya, and informing Paul Ndungu that he had been expelled from the company.
Letter to Asenath Wachera Maina & Paul Wanderi Ndungu advising them of their removal from ownership of PEVANS
Interestingly, at the company registry, a CR12 form showed that the status quo in PEVANS EA Ltd remained the same on that 10th January 2023 despite the AGM and its resolutions having already passed Ndungu’ removal 3 months earlier.
It would appear that rogue shareholders of PEVANS EA Ltd were unsure of the implications of their flawed AGM and needed the legal cover of a court order from Justice Mabeya to give it a veneer of legality and the force of law.
Otherwise had the resolutions of the AGM been legit, Ronald Karauri and the rest of the little rascals would have sprinted to the Registrar of Companies to effect the changes directly.
Make no mistake there were many attempts at creative mathematics in the attempt to gain a 75% majority required to remove another shareholder.
For example, the Shareholding of PEVANS EA Ltd as per the latest filings with the registrar of companies are
| Name | % shares |
| Gerassim Nikolov | 25% |
| Naogen ( Gene Grand) | 21% |
| Asenath Wacera | 21% |
| Paul Ndungu | 17% |
| Ronald Karauri | 7% |
| Valentina Mineva | 3% |
| Robert Macharia | 3% |
| Ivan Kalpakchiev | 2% |
| Francis Kiarie | 1% |
| Total | 100% |
At the AGM, neither Paul Ndungu nor Asenath Wacera made an appearance or sent a proxy in the prescribed manner.
So where did the rest get a sufficient number of votes (75% needed as per Articles of Association) to enable them cast out Ndungu?
Ndungu and Asenath have a combined 38%, which therefore means that all the other shareholders can only muster 62% of the vote.
Form CR12 from Registrar of Companies for PEVANS EA Ltd.
There is also serious concern that the American playboy Gene Grand, whose shares were transferred to his company Naogen mysteriously also didn’t attend the AGM and neither did he send a proxy in the normal fashion.
To make matters worse, the same AGM purported to expel both PAUL NDUNGU and ASENATH WACERA MAINA from the company.
In the chaos of Ronald Karauri’s mind and that of his co-conspirators, despite the legal lacuna created by this joke of an expulsion, they somehow believe that the “expulsion”has a retroactive effect on all the civil cases that both Paul and Asenath have instituted.
How now?
In the final paragraph of the letter from Karauri, he advises both Ndungu and Asenath that “in accordance with article 31 as read with Article 9(x) of the Articles of Association (of PEVANS EA Ltd) that the company shall proceed to transfer their shares to willing members and non-members of the company” (paraphrased)
What a big joke.
Ronald Karauri and his ilk are pretty terrified, and they have every reason to be.
They all know that the “arc of the moral universe is long, but it bends towards justice”
Ultimately all the matters before the courts will be adjudicated and the truth will become manifest for all.
