The Exemption Decade: How Kenya Waives Its Takeover Rule
Over the past decade, the Capital Markets Authority's exemptions have quietly reshaped the Nairobi Securities Exchange. These exemptions rest on the Capital Markets (Take-overs and Mergers) Regulations of 2002. Regulation 3 triggers the mandatory bid when a shareholder crosses 25% of a listed company's votes, and obliges the buyer to make a general offer on the terms Regulation 4 sets (Legal Notice No. 126 of 2002). The point is not that the rule is being broken. The rule is being waived lawfully, case by reasonable-sounding case, and the sum of those reasonable cases is a market quietly changing its nature.
What the Rule Is For
Control of a company is worth more than the arithmetic sum of its shares. The holder of a controlling block decides who manages, what gets paid, and, in the less polite cases, which contracts flow to whose relatives. This transfer of a company's value through channels only a controller can open is called tunneling. It includes favorable related-party contracts, loans on soft terms, and assets sold cheaply to affiliates (Johnson, La Porta, Lopez-de-Silanes and Shleifer, 2000). The gap between what control is worth to its holder and what the shares are worth to everyone else is called the private benefits of control. As a result, control share blocks trade at a premium over the equity's value. Dyck and Zingales (2004) studied 412 control transactions across 39 countries and found this premium averaged 14%. The premium ran from roughly −4% where minority protections bind, in Japan, to +65% where they do not, in Brazil. Britain and the United States sit near 1–2% (Dyck & Zingales, 2004). Kenya is not in their sample, so placing Nairobi on that spectrum is an inference. One observation is that what minority shareholders must give up in a control transaction depends on the strength of this kind of rule.
The mandatory bid is the mechanism that shares the premium with minority shareholders. Without it, the buyer and seller of control can deal privately at a rich price. The remaining stakeholders, who must live under the new controller, get no vote and no exit except the open market, which has already repriced their shares. The mandatory offer gives small shareholders the option to sell their shares at the control price, protecting them from changes in control. Like any insurance, its value doesn't depend on whether it's actually used—just having the option is valuable, even if it goes unclaimed, because it means the risk never materialized. Nearly every major stock exchange has some form of this protection. London's Rule 9 triggers at 30% and requires the bidder to offer, in cash or with a cash alternative, at least the highest price it paid in the preceding twelve months (The Takeover Code, Rule 9.5). A hard floor under the exit. Markets that lack the rule, like New York, compensate with fiduciary litigation of a ferocity Kenya does not possess. Kenya's 25% trigger is stricter than London's on paper (Legal Notice No. 126 of 2002, reg. 3; The Takeover Code, Rule 9.1).
Paper is the operative word, and two features of the Kenyan text matter for everything that follows. First, the Regulations contain no price rule for the mandatory bid. In London, a bidder must match the highest price they have recently paid. In Nairobi, by contrast, a bidder can set their own price when making an offer. The law's only price floor appears at the final-stage squeeze-out, where Regulation 12 requires 90% owners buying out the remainder to match the market price or offer price, whichever is higher, but this comes long after the question matters. Second, Regulation 5 lets the Capital Markets Authority waive the bid entirely, "in writing… subject to such conditions as may be imposed," on seven grounds ending in the widest words a draftsman can write: "any other circumstances which in the opinion of the Authority serves [sic] public interest." When the Authority uses that power, Regulation 5(4) requires it to publicly announce "its decisions on the exemptions granted"—the decision, not the reasoning behind it (Legal Notice No. 126 of 2002, regs. 5, 12). In other words, the Authority can grant exemptions and disclose what was decided, but not why, leaving the process opaque and open to suspicion. A protection with no price attached, an open-ended waiver, and no duty to explain its exercise is not a wall. It is a door, and the interesting question about a door is who gets waved through it.
What the Decade Actually Shows
For most of the decade, the exemption did honest housekeeping. Centum crossed 60% of Longhorn in a 2016 rights issue. Kuramo mopped up untaken rights in TransCentury's 2022 recapitalization. The Sanlam parents underwrote their subsidiary back to solvency in 2025, to 71.47%. In each case, the "acquisition" was really a capital injection the company needed, not a change in who ran things. Forcing a buyout would have punished the shareholder who brought the money. That is what the restructuring ground for exemption was written for, and I do not quarrel with it. If anything, it shows the rule working as a sensible regulator would want. But it also sets up the harder question: when the exemption goes beyond restructuring, what is the rule becoming?
Observe what happened in late 2025. In roughly twelve months, the same power waived the offer three times: for Asahi, taking Diageo's controlling stake of about 65% in East African Breweries; for Nedbank, taking about 66% of NCBA; and for Vodafone Kenya, which bought the Government's 15% block at KES 34.00 and moved from 39.9% to about 55% of Safaricom (Vodacom Group, 2025; Safaricom PLC, 2026). (Vodafone Kenya is the Kenyan company through which Vodacom Group, the Johannesburg-listed operator that Britain's Vodafone majority-owns, holds its Safaricom stake.) These are not recapitalizations; they are the kind of transaction the mandatory bid exists for. Safaricom's 25% public float and EABL's roughly 35% received no offer, while NCBA's minorities were offered the right to tender up to 66% of their holdings pro rata, but no right to leave entirely (Nedbank Group, 2026).
This recent cluster of exemptions contains two mechanisms that the next acquirer's advisers have certainly noticed. The first is structuring at altitude. Asahi didn't buy EABL shares directly. It bought Diageo Kenya, the holding company that owns EABL. This is a classic move in markets with concentrated ownership. By using holding companies, buyers can separate control from the cash-flow rights public shareholders have. Acquiring the holding company—the box that contains the shares—gives the buyer control over the listed firm without buying shares on the open market (see Bebchuk, Kraakman and Triantis, 2000; Almeida and Wolfenzon, 2006). On its face, this path looks like a way around the trigger; it is not. Regulation 3(2)(c) says that if someone buys a company that controls a listed firm, it counts as taking over the listed firm itself—so a mandatory bid is still required (Legal Notice No. 126 of 2002, reg. 3(2)(c)). Using a holding company doesn't avoid this rule. In this case, the Authority waived it. When the Authority makes exceptions for actions the rules already cover, the mandatory bid effectively becomes optional.
The second is a matched pair. Limuru Tea was acquired twice indirectly through the purchase of its parent, at almost the same stake, two years apart. In 2022, after engagement, the Authority granted no exemption, and CVC's vehicle made the mandatory offer to the minority. In 2024, the Authority granted the exemption to B Commodities, and no bid was made (Ekaterra Tea Kenya PLC, 2022; Limuru Tea PLC, 2024). It is not a clean experiment, and the acquirers, years, and offered conditions may all have differed. Still, both had similar exemption claims, yet the Authority announced two different decisions. The rule didn't require further explanation, and no detailed reasoning has been given for why the cases were treated differently. The real issue is not inconsistency, but a lack of transparency. When almost identical situations lead to opposite results, and there's no obligation to explain the difference, the market is left in the dark. Instead of understanding how the rule works, investors learn that the reasoning behind decisions isn't visible.
The Economics of Discretion
Why does an unobservable rule cost anything if each decision under it is defensible? The answer lies in how markets work. Markets don't price decisions in isolation; they price what they expect to happen. Such expectations are formed from what's visible, not what's hidden. A minority shareholder exit-right valuation depends on the probability it will be honored. She cannot read the rule the Authority applies, only the outputs, which have gone both ways on similar facts. So, she discounts the right for her own uncertainty, not for the Authority's conduct. This discount applies whether the regulator is principled or captured, because from the outside, she cannot tell the two apart. A protection is only as valuable as what can actually be verified about it—not just what's promised. That's the first cost, and it applies no matter how justified each waiver might have been. The bigger problem is that repeated, unexplained waivers make the mandatory bid seem optional.
A deeper cost also affects the regulator, stemming from the tension between following clear rules and relying on discretionary decisions. When people expect the regulator to use discretion, it rarely leads to the best outcome for the public. As Kydland and Prescott (1977) showed, even the most carefully designed policies can fall apart over time. Policymakers may set out the right plan in advance, but when circumstances change, it becomes tempting to break from those original promises. Freed from constraint, the rational official does what makes sense in the moment, not what was announced. Everyone knows this pattern. For example, a government might promise never to bail out homeowners who build on a floodplain. But when a flood actually happens and houses are underwater, the government often steps in to help anyway. As a result, people keep building in risky areas because they know the promise can be broken. A promise that isn't binding is meaningless. What sounds wise in theory becomes empty in practice—right when announced, but wrong when it matters most. The real solution is to create rules decision-makers can't easily change, or to make every exception so public that reputation, not discretion, enforces discipline. Kenya's own experience makes this tension especially clear.
The problem of time inconsistency only arises when there's a temptation to break the rules, and Kenya provides a good example. When the rule is first announced, the Authority has every reason to promise strict enforcement by requiring mandatory bids to minorities. A strong exit right in takeovers makes the market more attractive and reduces the cost of raising capital for all companies. But when a deal comes up, incentives shift, and the urge to make an exception grows much stronger. Enforcement can end well; the buyer makes the offer, minorities share the premium, and trust compounds. That reward though, is diffuse, slow, and credited to no one. The risk sits on the other side. If the buyer walks rather than bids because of a denied waiver, the costs are concentrated, immediate, and attributable. The deal collapses or shrinks, the seller loses its price, the headlines read "regulator blocks investment." Waiving carries the opposite profile; its cost is the same slow, unattributed credibility that enforcement would have earned. A rational authority, even a well-intentioned one, weighing loud risks against quiet reward, is therefore tempted to waive each case while sincerely promising strictness in general.
Investors know about this temptation. Like the builders on the floodplain, they price what the Authority will do, not what the rule says. Whether the Authority has in fact yielded to this temptation is a motive I cannot prove. The proof would be the Authority's own reasoning, which the rule does not require and the record does not contain. However, the conduct is on the record and consistent. On the mid-sized deals, the Authority was never tested. KenolKobil's buyer in 2019 and Bamburi's in 2024 wanted the whole company and offered without being made to. Every deal that would have made enforcement costly was a flagship, and the Authority yielded on all three.
A pattern of conduct cannot say why the Authority yielded. The same ledger fits a more charitable answer which the buyers cited themselves. A full bid can succeed too well, sweep up the float and end in a delisting of the company. So the buyer that wants the company kept listed asks to be excused from it. On that reading, the Authority is not yielding to pressure. Its actions appeal to an unwritten rule that waives where listing survives and enforces where the company is leaving anyway. Perhaps it is. But the one test the record offers, the Limuru pair, fails that rule. Both buyers wanted the listing kept, and one was made to offer, while the other was not. If "keep listed" is the rule, it wasn't applied in 2022. If it is not the rule, no one has said what it is. A market that cannot tell temptation from principle prices for the worse of the two.
A minority shareholder on the NSE today therefore cannot know whether the exit option attached to her shares is real. It was honored for KenolKobil and Bamburi holders. It was not honored for EABL's or Safaricom's; it was honored two-thirds for NCBA's. Protection has become a lottery based on regulatory posture. An option that may not be honored is worth less than one that will be. Consequently, every minority share on the exchange carries some discount for a risk the statute was written to remove. That discount is theory, not measurement.
The hardest objection left standing is that I have shown no bad decision. Perhaps there is none to show. It's possible the Authority weighs every application against consistent, defensible criteria and merely omits to publish them, which can only be a failure of daylight rather than judgment. Or maybe the discretion is actually arbitrary, and the silence covers that up. Both stories leave the same record, and the evidence that would separate them is exactly what's missing. But I don't need to choose between these two explanations. Even if we assume the best, the market still can't verify the protection. The outside investor can tell the principled regulator from the captured one no better than I can. "A protection is worth what can be verified of it" cuts the same way, whichever story is true. So the charge is not that the Authority decides badly, which I cannot show. It is that the regime cannot be verified, which I can, and that failure alone does the damage.
At least one shareholder has tried to force the verification the market lacks. On 27 March 2026, before the EABL exemption was granted, minority shareholder Shane Ngechu wrote to the Authority's chairperson through counsel, arguing that the Diageo-Kenya acquisition "necessarily involves a control premium," and that letting Asahi keep it without extending "the same economic benefit" to minorities would be "a direct contravention of the spirit and purpose of the regulations" (Wamalwa & Echesa Co. Advocates, 2026). The letter did not stop at argument. Its prayer asked the Authority to disclose whether it was considering an exemption and, if so, "the legal and policy basis" for it. The exemption was granted; the basis is nowhere on the record, and nothing requires it. The applicant's grounds are public; the objector's grounds are on the record; the decider's grounds are the third that the rule never asks for. This letter asked anyway, and the record holds no answer.
The proposition is not that minorities were expropriated. In fact, Safaricom's float trades above the deal price as of August 2026, near KES 36 against the KES 34.00 the buyer paid. The float's loss is still concrete. With the Authority waiving the mandatory bid for the buyer, minorities could not exit at the control price if dissatisfied with the new controller. That right was taken without compensation, no matter how the price moved. An option that expires unexercised was not worthless when written. Nor is it accurate to say the Authority ignored its legal duties. Every waiver can arguably fit within the broad language of Regulation 5(2). Refusals happen too—Limuru Tea in 2022 proves the Authority can say no to a buyer. The claim is simple. A protection administered unpredictably, unpriced, and without reasons — none required by the rule and none supplied in practice — functions less and less like a protection, whatever the merits of each grant.
The Case for the Lottery
Unpredictability itself has a defense. First, the rules are expensive where cases are few. Rules with fixed content cost more to write, while standards with case-by-case content after the facts arrive cost more to live under (Kaplow, 1992). Standards win where the events they govern are rare and unique. Trigger-crossings on this exchange are exactly such events. From this perspective, the broad wording of Regulation 5(2) is not a defect but a design, and some unpredictability is the price of judging rare cases on their facts. Silence on the reasoning behind decisions has its defense too. If the Authority published detailed reasons, those justifications could become precedents and invite legal challenge, restricting the Authority's future flexibility—the very adaptability the standard is intended to preserve. Secondly, reputation can do the binding that publication would. A policymaker that cares about its reputation can avoid the temptation to break its own rules, because any deviation today makes it harder for people to trust future promises (Barro and Gordon, 1983). The market figures out what to expect from the regulator by watching its track record. So when a strong reputation guides discretion, it can almost substitute for having firm rules. Actions themselves become the record.
Kaplow's case fails on its own terms because it argues for standards, not for silence. The saving a standard buys is in not writing the rule in advance. None of that saving comes from withholding reasons afterward, which cost almost nothing to give. A standard governed by reasoned decisions ripens the way common law does, judge-made law accreting through decided cases, each one adding to a body the next applicant can read. A standard governed in silence never ripens. The market pays the unpredictability price every year and never receives the rule the price was buying. And the flexibility that silence supposedly preserves fails its own test too. Reasons bind where the next case is truly alike, which is exactly where the market most needs to know what the authority will do. For most of the decade, the silence was even cheap because the outcomes explained themselves. For example, a rights issue that rescues a company needs no essay. Reasons became load-bearing exactly when outcomes stopped teaching, especially in changes of control that looked nothing like rescues.
Reputation fails when cases are few. The same rarity that makes the standard efficient starves the learning. Seven waivers in ten years, spread across seven possible grounds, don't provide enough information for anyone to understand the rules. Only the buyer dealing directly with the Authority learns anything, while the public float sees a lottery. You can only judge whether decisions are fair if there's a clear standard to compare them to. Without reasons, nobody can say whether the record shows a promise kept or a promise broken. A hidden promise, like a floodplain pledge no one can see, means nothing. The unpredictability isn't a byproduct. It is a choice, and an easy one to reverse.
Where Does the Current Direction Lead?
Suppose nothing bends. The first casualty is the discipline Manne (1965) found in the market for corporate control. Even without an actual takeover, the threat alone keeps managers in check because boards answer to whoever can replace them. Any regime for that market trades two goods against each other. When control is cheap to buy, the takeover threat disciplines managers, but minority shareholders receive less of the premium. If rules protect minorities, capital is cheaper before the deal, but takeovers slow and become less common. This trade-off amounts to what Burkart and Panunzi (2004) describe in their theory of the mandatory bid. A coherent design picks its corner and pays for it. Kenya's waiver regime, however, bears both sets of costs and secures neither benefit. Control can pass from one party to another without involving the public float, so the promised discipline never reaches the shareholders it was meant to protect.
Meanwhile, acquirers are not burdened by the certainty of the bid but by the uncertainty of the process. A flagship buyer might fancy their chances of being waved through, but a mid-sized one cannot be sure. All buyers face the costs of engagement and application, and the risk of being the exception. And when control changes hands in private negotiations between holders under an unpredictable waiver, the float's opinion of management is worth nothing at the moment it matters most.
So far, the record trails the projection. The departures are real. KenolKobil, National Bank and Bamburi all left through offers honored, not offers waived, with squeeze-outs fully completed. In contrast, the distress-driven exits of ARM Cement, Mumias and Deacons belong in a category of business failure rather than genuine takeovers. The arrival column tests the projection. Kenya Pipeline's KES 106.3bn privatization IPO, oversubscribed and listed in March 2026, was the largest since Safaricom's in 2008 (Kenya Pipeline Company PLC, 2026). KPC is a genuine welcome listing, but it is also a state sell-down by the same shareholder whose Safaricom exit the regulator eased. As a result, the exchange's two largest listings in modern history are both government-led privatizations. What remains conspicuously absent is a steady flow of private-sector listings. The persistent discount at listing falls on the controlling shareholder, discouraging them from bringing new companies to market. In effect, those who decide to list bear the cost. Even recent regulatory changes echo this trend. The 2023 reforms lowered the required free float from 25% to 15%, making it cheaper to list but also reducing what a new listing represents (Legal Notice No. 172 of 2023). The true test of the current waiver regime is whether it can build a robust pipeline of private-sector listings. This test has not yet been met. One privatization does not refute the prevailing drift in the market's composition from new arrivals to exits. But while it is the only arrival, neither is the drift proven.
If the current trend continues, the terminal state is undramatic but troubling. No crash, no scandal. Instead, the exchange will quietly become little more than a registry—a small circle of controlled companies, where real deals happen behind closed doors at the holding-company level. The public float will serve only to meet listing requirements, not to raise new capital, and will likely trade at a constant discount because it offers protection that nobody can price. New listings will come mainly from state sell-downs, while private companies stay away. Over time, Kenyan savers will rightly conclude that the public market was not built for them. Every element of that picture is the compound interest of individually defensible decisions.
What Would Fix It
The solutions are straightforward and don't require repealing any existing rules. Perhaps the first defect to unmake would be the waiver that owes no account of itself, and the cure is to make it owe one. Regulation 5(4) already requires the Authority to announce its decisions, but this obligation should also cover the reasoning behind each one. A searchable register of exemption applications, grants and refusals, each with its reasoning, closes the central gap without touching the substance of a single decision. Publication offers two benefits. First, it allows the standard to develop into precedent. Second, it gives the market a record on which reputation can finally be built. The demand is not exotic. COMESA's competition panel cleared the same Safaricom transaction in February 2026 with thirteen pages of published reasoning, while the Authority's grant reached the market as a single sentence in Safaricom's announcement (COMESA Competition Commission, 2026; Safaricom PLC, 2026).
Conclusion
These claims imply their own test. If the "discount" thesis is correct, we should see the NSE's valuation multiples lag those of similar frontier markets, and the gap should widen as more waivers are granted. If the thesis is wrong, there should be no persistent gap. The test is direct. Compare the NSE's price-to-book ratio to a basket of frontier markets, adjusting for differences in sector mix - any reader can do it. If the composition thesis is right, private-sector listings should stay scarce while exits continue. A run of genuine private IPOs under the current regime would directly challenge my argument, and I have already counted Kenya Pipeline's listing as partial credit. Finally, if the "discretion" thesis is right, the Authority's decisions will remain unpredictable, and its reasoning will stay inaccessible to those who need to price risk. The strongest evidence against this claim would be a well-reasoned, published decision that offers clear criteria and conditions the market can depend on. But the fact that nothing compels anyone to produce one is, in itself, the heart of the problem.
The mandatory bid was never really about takeovers. It is a promise made at the moment of listing that the small shareholder rides on the same terms as the large one when it matters most. Kenya's version of the promise had a wide door, and for most of a decade, the door was used for deliveries. Now it's being used for departures. A market can survive either use. What it cannot survive is not knowing, from one transaction to the next, whether the promise holds. Capital that cannot price a promise stops paying for it.
Appendix
| # | Case | Year | What happened | Outcome for minorities |
|---|---|---|---|---|
| 1 | Longhorn / Centum | 2016 | Rights issue, 31.25% to about 60%; exemption under Regulation 4(3) | No offer; remains listed |
| 2 | Britam / Plum LLP (acquirer) | 2016 | Plum's off-market purchase of 23.34% of Britam; bloc about 38.5%; no recorded exemption | No offer; remains listed |
| 3 | KenolKobil / Rubis | 2019 | Full offer at KES 23.00, squeeze-out | Offer made; delisted |
| 4 | KCB / National Bank | 2019 | Full offer (share swap), squeeze-out | Offer made; delisted |
| 5 | Limuru Tea / CVC (Ekaterra) | 2021–22 | Indirect acquisition, about 52%; exemption applied for and not obtained | Offer made; remains listed |
| 6 | TransCentury / Kuramo | 2022 | Rights issue past 25%; exempt, restructuring ground | No offer; remains listed |
| 7 | Limuru Tea / B Commodities | 2024 | Indirect acquisition, about 52%; exempt | No offer; remains listed |
| 8 | Bamburi / Amsons | 2024 | Full offer at KES 65.00, squeeze-out | Offer made; delisted |
| 9 | Sanlam / Hubris-SAZ | 2025 | Rights issue to 71.47%; exempt, grounds 5(2)(a), (f), (g) | No offer; remains listed |
| 10 | EABL / Diageo to Asahi | 2025–26 | Indirect acquisition, about 65%, via the holding company; exempt | No offer; remains listed |
| 11 | NCBA / Nedbank | 2026 | Acquisition of about 66%; exempt, conditional on a partial pro-rata offer | Partial offer only; remains listed |
| 12 | Safaricom / Vodafone Kenya | 2026 | 39.9% to about 55% (Government's 15% block at KES 34.00); exempt under Regulation 5(1) | No offer; remains listed |
References
- Almeida, H., & Wolfenzon, D. (2006). A theory of pyramidal ownership and family business groups. Journal of Finance, 61(6), 2637–2680.
- Barro, R. J., & Gordon, D. B. (1983). Rules, discretion and reputation in a model of monetary policy. Journal of Monetary Economics, 12(1), 101–121.
- Bebchuk, L. A., Kraakman, R., & Triantis, G. (2000). Stock pyramids, cross-ownership, and dual class equity: The mechanisms and agency costs of separating control from cash-flow rights. In R. Morck (Ed.), Concentrated corporate ownership. University of Chicago Press.
- Burkart, M., & Panunzi, F. (2004). Mandatory bids, squeeze-out, sell-out and the dynamics of the tender offer process (ECGI Law Working Paper). Cited for its theoretical result only.
- COMESA Competition Commission. (2026). Decision of the 1st Panel Meeting of the Panel Responsible for Determinations Regarding the Merger between Vodafone Kenya Limited and Safaricom PLC (Case File No. CCC/MER/12/52/2025, non-confidential version, 16 February 2026). https://comesacompetition.org/wp-content/uploads/2026/02/CID-Decision-Vodacom-Safaricom-CCCMER12522025_Non-Confidential.pdf
- Dyck, A., & Zingales, L. (2004). Private benefits of control: An international comparison. The Journal of Finance, 59(2), 537–600. https://doi.org/10.1111/j.1540-6261.2004.00642.x
- Ekaterra Tea Kenya PLC. (2022). Notice of intention to make a mandatory offer [press notice, 4 July 2022, made "following engagement with the CMA" after an exemption application]. https://www.nse.co.ke/wp-content/uploads/Ekaterra-Tea-Kenya-Plc-Press-Notice-Notice-of-Intention.pdf
- Johnson, S., La Porta, R., Lopez-de-Silanes, F., & Shleifer, A. (2000). Tunneling. American Economic Review, 90(2), Papers and Proceedings.
- Kaplow, L. (1992). Rules versus standards: An economic analysis. Duke Law Journal, 42(3), 557–629.
- Kenya Pipeline Company PLC. (2026). Information memorandum: initial public offer [11,812,644,350 ordinary shares at KES 9.00, representing 65% of issued capital; offer opened 19 January and closed 24 February 2026; listed on the Nairobi Securities Exchange 10 March 2026]. https://www.kpc.co.ke/wp-content/uploads/2026/01/Kenya_Pipeline_Company_IPO-4.pdf
- Kydland, F. E., & Prescott, E. C. (1977). Rules rather than discretion: The inconsistency of optimal plans. Journal of Political Economy, 85(3).
- Limuru Tea PLC. (2024). Public announcement [7 May 2024, B Commodities exemption under Regulation 5] and Cautionary statement [May 2024]. https://www.nse.co.ke/wp-content/uploads/Limuru-Tea-PLC-Public-Announcement.pdf
- Manne, H. G. (1965). Mergers and the market for corporate control. Journal of Political Economy, 73(2).
- Nedbank Group Limited. (2026). Offer document to NCBA Group PLC shareholders; NCBA Group PLC. (2026). Shareholders' circular in respect of the offer by Nedbank Group Ltd. https://ncbagroup.com/wp-content/uploads/2026/05/Offer-Document-by-Nedbank-Group-Limited-to-NCBA-Group-Plc-Shareholders.pdf
- Republic of Kenya. (2002). The Capital Markets (Take-overs and Mergers) Regulations, 2002 (Legal Notice No. 126 of 2002). Kenya Law.
- Republic of Kenya. (2023). The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023 (Legal Notice No. 172 of 2023).
- Safaricom PLC. (2026). Public announcement [approved by the Capital Markets Authority, 30 June 2026: exemption granted to Vodafone Kenya under Regulation 5(1); completion by NSE block trade; resulting holdings 55% / 20% / 25%]. https://www.safaricom.co.ke/images/Downloads/Safaricom-Public-Announcement.pdf
- The Panel on Takeovers and Mergers. The Takeover Code, Rule 9 (mandatory offer and its terms). Current edition. https://code.thetakeoverpanel.org.uk/tp/rules/rule-9/rule-9-5.html
- Vodacom Group Limited. (2025). Acquisition of a further 20% interest in Safaricom PLC [SENS announcement, 4 December]. https://vodacom.com/pdf/sens/2025/acquisition-of-a-further-20-interest-in-safaricom-plc.pdf
- Wamalwa & Echesa Co. Advocates. (2026, March 27). Formal objection to proposed exemption — acquisition of shares in East African Breweries PLC by Asahi Group Holdings Ltd from Diageo PLC [letter to the Chairperson, Capital Markets Authority, ref. WE/GEN/SNK/2026, on behalf of Shane Ngechu]. The letter's contents are separately corroborated in contemporaneous reporting; see Capital FM, "EABL minority shareholder opposes Asahi takeover exemption," 1 April 2026, and Bloomberg's account of the letter as reported in Food Business MEA, "Diageo-Asahi deal faces pressure as minority shareholder seeks mandatory buyout for EABL investors."
Disclaimer: This article is for educational purposes only and does not constitute financial advice. Investing in securities involves risk, including the possible loss of principal. Past performance does not guarantee future results. Readers should conduct their own research and consult with a qualified financial advisor before making investment decisions.