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Real estate firm sued after ouster of director
The REIT by ALPH was authorised by the Capital Markets Authority in December 2025 and structured as a restricted offer open to professional investors only.
A former director at a real estate industrial developer has moved to the High Court seeking to block any changes in the ownership, directorship and assets of nine companies associated with Africa Logistics Properties Holdings (ALPH), citing wrongful removal from the directorships of the firms.
Asbury Maruza Chikwanha, a Zimbabwean and Australian national, is also seeking to stop the Attorney General, Registrar of Companies and the Business Registration Service from effecting or processing any further filings or changes, transfers or other corporate actions affecting the firms’ directorships, shareholding or assets.
ALPH is the promoter of a $45 million (Sh5.8 billion) Industrial Real Estate Investment Trust (REIT).
The REIT offer closes on February 27 and is expected to start trading on the Nairobi Securities Exchange on March 11.
Mr Chikwanha has sued ALP Management Kenya Limited, ALP North Limited, ALP North Two Limited, ALP North Three Limited, ALP West Limited, ALP West Two Kenya Limited, ALP West Three Kenya Limited, ALP BTS One SEZ Limited and ALP West Management Company Limited.
All the firms are linked to ALPH, whose shareholder base includes institutional investors such as Maris Capital, British International Investment (formerly CDC Group Plc) and the International Finance Corporation.
Although he does not allege wrongdoing by any institutional investor, Mr Chikwanha claims that he was fraudulently, unlawfully and secretly removed from the registers of directors of the nine ALP Group companies without notice, a valid meeting, and a lawful resolution, contrary to the Companies Act.
The respondents, including ALP Management Kenya and eight related entities, have denied the allegations, stating in court filings that Mr Chikwanha’s appointment as a director arose solely from his employment with ALP Management Kenya, which they say ended following a redundancy process in September 2023.
They further argued there was no legal basis for him to continue holding directorships within the group companies and that the resolutions removing him as a director were validly passed, properly documented, and subsequently lodged with the Business Registration Service, which effected the changes in the statutory registers.
The High Court will rule on the application on February 25.
Mr Chikwanha has filed separate proceedings before the Employment and Labour Relations Court alleging that his termination from ALP Management Kenya Limited was racially discriminatory and unlawful and is seeking $2.8 million (about Sh364 million) in compensation, including unpaid equity-related benefits.
In the High Court case, he accuses the Registrar of Companies and BRS of failing to verify the authenticity and legality of the documents filed at the companies registry purporting to remove him as a director.
“The 1st and 2nd Defendants/Respondents did not contact me at any point to verify whether I had resigned or whether due process had been followed prior to effecting the impugned changes to the statutory registers,” Mr. Chikwanha says in court documents.
The ex-director says that as a result of his unlawful removal as a director, he has been “excluded from corporate governance, and locked out of decisions relating to company assets, disposals, restructuring and proposed REIT-related transactions.”
He says he wrote severally to the Registrar of Companies to reverse his removal as a director but was yet to get a response.
“Despite the seriousness of the complaint and the clear risk of ongoing prejudice, the 1st and 2nd Defendants/Respondents have neither responded substantively nor taken steps to verify the authenticity of the filings, suspend the register, or enter a caveat,” he said.
The companies further argued the application before the High Court is res judicata and sub judice, citing earlier proceedings before the Employment and Labour Relations Court and a judicial review case.
The REIT by ALPH was authorised by the Capital Markets Authority in December 2025 and structured as a restricted offer open to professional investors only.
According to the offer memorandum and investor disclosures, the proceeds will be invested in rent-stabilised, institutional-grade industrial and logistics assets.
