Exclusive: Bilha Ndirangu sues IFC-backed Africa’s Talking over removal as director

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Exclusive: Bilha Ndirangu sues IFC-backed Africa’s Talking over removal as director

Bilha Ndirangu, a former director of the IFC-backed Africa’s Talking, is suing the company she cofounded for unlawful termination of her appointment seven months after she accused senior company officials of misconduct. Ndirangu told a court she was not allowed to contest her removal as required by law.

She also argued that she was fired despite a court order restraining Africa’s Talking from removing her as a director.

Three others, including Eston Maina, another co-founder and former CEO of Africa’s Talking, are also listed as petitioners. Africa’s Talking, Gikandi, and the shareholders’ trust are listed as defendants in a petition filed in a Nairobi High Court.

Samuel Gikandi, Africa’s Talking current CEO, and other shareholders, including a trust that holds unvested shares for employees, voted to remove Ndirangu as director in June 2023, according to court documents seen by TechCabal. Ndirangu, who owns a 6.33% stake in the company, was immediately replaced.

Africa’s Talking and Samuel Gikandi did not respond to TechCabal’s request for comments.

After Ndirangu called for an independent investigation into misconduct claims at the company, she was removed to obstruct the investigation process, she told a court.

“The unlawful removal of the 1st Applicant (Bilha Ndirangu) as a director and its intended ratification has caused undue prejudice to the Applicants (Africa’s Talking, the CEO and other shareholders), and urgent intervention by this Honourable Court is necessary to prevent irreparable harm,” one court filing said.

Understanding Ndirangu’s removal

To remove Ndirangu, the company’s board needed a majority vote of the shareholders. Court documents show that a trust (AT Group ESOP Trust)that holds unvested employee shares had to vote to satisfy that requirement. Ndirangu claims that the vote cast by the trust was illegal as the trust is inactive and lacks the right to vote her out.

Ndirangu and her fellow petitioners own 20.83% of Africa’s Talking, while Gikandi and his team own 25.25% of the company.

“If we exclude the 8th Respondent’s [AT Group ESOP Trust] invalid votes, the combined shareholding of ordinary shareholders in favor of the removal does not meet the necessary majority,” court documents said.

“The applicants (led by Bilha) seek prompt resolution of this matter in the interest of justice, company stability, and shareholder protection,” reads a submission form to the courts, dated August 2023.

Africa’s Talking was founded in 2010 by Bilha Ndirangu, Eston Kimani and Samuel Gikandi and became profitable between 2012 and 2013, according to one report.

After bootstrapping the company for over seven years, the founders raised an $8.4 million Series A round in 2018, led by the International Finance Corporation (IFC). At the time, Ndirangu was COO and was promoted to CEO the following year. However, she left the company in 2021, in what court documents show was a forced exit. Gikandi then replaced her.

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