Former BOC Kenya chairman Ngugi Kiuna raised his stake in the company by more than half in the nine months to December 2024 to hit a holding of 17.66 percent, taking him closer to the threshold needed to block a delisting of the company in case of a takeover.
Regulatory filings show that the tycoon, who recently lost a Capital Markets Tribunal petition seeking to block a proposed sale of the company to fellow listed gas maker Carbacid Investments, now holds 3.45 million shares, up by 57 percent from 2.19 million shares (11.23 percent stake) he owned in March 2024.
Mr Kiuna is the company’s second-largest shareholder behind BOC Holdings UK, which has a 65.4 percent stake.
The additional 1.25 million shares he bought in the period marked his fastest accumulation of new stock since he began adding to his stake in 2021 when the dispute over the proposed sale emerged.
In the year to March 2024, he had bought an additional 521,400 shares, adding to the 93,000 he had purchased in each of the previous two years—meaning he bought more shares over the nine months than he had acquired in the previous three years.
His stake is now worth Sh296.5 million at Friday’s share price of Sh86, up from Sh183.1 million nine months earlier. Having crossed the 10 percent mark, his holding in BOC Kenya allows him to block a mandatory buyout of his shares in the company should the Carbacid takeover offer proceed to a conclusion.
The law on takeovers and mergers allows a buyer to make a compulsory buyout of minority shareholders once they acquire at least 90 percent of a company.
The dissenting minority shareholders are paid either the market value of their shares or the amount offered to other shareholders, whichever is higher.
The rules also state that a buyer who achieves a 75 percent threshold in a buyout can apply to have the firm delisted from the stock exchange, with Mr Kiuna’s most recent purchase putting him within reach of the 25 percent needed by a minority owner to block a delisting.
In September, the Capital Markets Authority’s (CMA) tribunal struck out Mr Kiuna’s appeal challenging the Carbacid buyout of BOC Kenya, three-and-a-half years after he filed the challenge.
The fight against BOC Holdings—the parent firm of BOC Kenya—was over the firm’s commitment to sell its entire stake to Carbacid at Sh63.50 per share, which he said did not take into account the value of cash holdings and land held by BOC Kenya.
He also argued that the CMA approved the offer without considering whether the rights and interests of the minority shareholders were protected, pointing to an independent valuation that assigned the stock a fair value of Sh91.76.
The tribunal, however, found that the mandate of the CMA in approving offers does not extend to evaluating whether a price is good or bad, saying that doing so would go against its oversight role as a regulator.
