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

Bilha

Bilha Ndirangu, a former director of Africa’s Talking, an IFC-backed organization, is suing the firm she co-founded for unlawfully terminating her employment seven months after accusing senior company officials of misconduct. Ndirangu informed a judge that she was not given the opportunity to dispute her removal as required by law.

She further claimed that she was sacked despite a court injunction that prevented Africa’s Talking from removing her as a director.

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

According to court records obtained by TechCabal, Samuel Gikandi, the current CEO of Africa’s Talking, and other owners, including a trust that holds unvested shares for staff, voted to remove Ndirangu as a director in June 2023. Ndirangu, who holds a 6.33% share in the corporation, was promptly replaced.

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

Ndirangu claimed that after calling for an independent investigation into misconduct charges at the corporation, she was removed to obstruct the process.

“The unlawful removal of the 1st Applicant (Bilha Ndirangu) as a director and its intended ratification have 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,” according to a filing with the court.

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Understanding Ndirangu’s Removal

To dismiss Ndirangu, the company’s board needs a majority vote from shareholders. According to court records, a trust (the AT Group ESOP Trust) that owns unvested employee shares had to vote to meet that need. Ndirangu contends that the trust’s vote was unconstitutional because it is dormant and cannot vote her out.

Ndirangu and the other petitioners control 20.83% of Africa’s Talking, whereas Gikandi and his crew own 25.25%.

“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,” according to documents filed with the court.

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

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

After bootstrapping the company for more than seven years, the founders raised $8.4 million in Series A financing in 2018, which was led by the International Finance Corporation. Ndirangu was COO at the time, and she was promoted to CEO the year after. She did, however, leave the corporation in 2021, which, according to court filings, was a forced exit. Gikandi then took her position.

Techrectory with Agency Report.

See also Bosun Tijani Nominated in Second Batch of Ministerial List

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