Vodafone Kenya Limited (VKL) has announced that the Capital Markets Authority (CMA) has granted it an exemption from the requirement to make a mandatory takeover offer, clearing a key regulatory hurdle for the proposed $1.6 billion acquisition of a 15 percent government stake in Safaricom PLC.
In a public announcement dated June 29, 2026, VKL said the exemption was granted under Regulation 5(1) of the Capital Markets (Take-Overs and Mergers) Regulations, 2002, following the fulfilment of all conditions precedent to the share acquisitions. The application for the exemption was first lodged by Vodacom Group and VKL following an announcement published on December 4, 2025.
The exemption covers two linked transactions. The first is the acquisition of 6,009,814,200 ordinary shares in Safaricom, representing 15 percent of its issued share capital, by VKL from the Government of Kenya. The second is an internal restructuring in which Vodacom Group will acquire a 12.5 percent shareholding in VKL from Vodafone International Holdings B.V., raising Vodacom’s ownership of VKL from 87.5 percent to 100 percent.
The approval marks a critical milestone for a transaction set to become the second-largest in the history of the Nairobi Securities Exchange, trailing only the $2.3 billion Diageo–Asahi Group Holdings share transaction involving East African Breweries PLC.
Once completed, Vodafone Kenya’s shareholding in Safaricom will rise to 55 percent, while the Government of Kenya’s stake will fall to 20 percent.
The CMA exemption comes as the broader transaction continues to clear successive regulatory and legal hurdles, following the Court of Appeal’s recent decision to lift High Court orders that had frozen the deal pending constitutional challenges. With the takeover exemption now secured, the transaction moves a step closer to completion, even as petitioners challenging the sale’s constitutionality prepare to take their case to the Supreme Court.
VKL’s advisers on the transaction include SBG Securities, Stanbic Bank, CDH, and CMS.
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