The Government of Kenya is preparing to sell a portion of its shareholding in Safaricom PLC, opening the way for Vodafone Kenya Limited to increase its stake in the country’s largest telecommunications company.
This follows a formal notice served to Safaricom on 03 December 2025, signalling Vodafone Kenya’s intention not to make a mandatory takeover offer despite plans to acquire a significant stake from the state.
According to the notice, Vodafone Kenya intends to buy an additional 6,009,814,200 ordinary shares from the Government of Kenya. The shares represent 15 per cent of Safaricom and are valued at Ksh 204.3 billion. Vodafone Kenya has set the purchase price at Ksh 34 per share.
“Vodafone Kenya has notified Safaricom that it intends to acquire the additional shares as part of a larger internal transaction involving its parent company, Vodacom Group Limited,” Safaricom said.
As part of the arrangement, Vodacom Group Limited, which currently owns 87.5 per cent of Vodafone Kenya, will increase its stake to 100 per cent.
This will be achieved through the purchase of fifty ordinary shares from Vodafone International Holdings B.V.
The shares represent a 12.5 per cent stake in Vodafone Kenya. The internal reorganisation will see Vodacom gain an indirect 4.99 per cent stake in Safaricom.
When both transactions are completed, Vodafone Kenya will hold 55 per cent of Safaricom. The Government of Kenya will retain about 20 per cent, while public investors will continue to hold approximately 25 per cent of the company.
Safaricom noted that the transaction is structured as shareholder to shareholder and will be completed at the same time.
“By acquiring the additional shares, Vodafone Kenya will be deemed to have gained effective control of Safaricom. It will also be presumed to have a firm intention to take over the company under the Take-over Regulations.”
Even so, Vodafone Kenya has made it clear that it does not intend to launch a takeover offer. Instead, it will apply to the Capital Markets Authority for an exemption from the mandatory takeover procedures.
This is provided for under regulation 5(1) of the Capital Markets Take-overs and Mergers Regulations, 2002.
The proposed transaction includes three key parts. The first is the Ksh 204.3 billion share purchase. The second is the Ksh68.1 billion internal acquisition by Vodacom Group Limited.
The third is an upfront payment of Ksh 40.2 billion to the government. This amount represents the value of future dividends that the government would have received from its remaining 20 per cent stake in Safaricom.
The entire process is subject to approval from several government and regulatory agencies.
These include the Cabinet, the National Assembly, the Capital Markets Authority, the Communications Authority of Kenya, the Central Bank of Kenya, the COMESA Competition Commission and the East African Community Competition Authority.
“Further announcements regarding this proposed transaction will be shared with shareholders as required under the Take-over Regulations and the Public Offers, Listings and Disclosures Regulations,” the telco giant said.
The telco has advised shareholders and the investing public to be cautious when dealing in Safaricom shares as the process continues.
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