REIT by ALPH Rocked With Management Wrangles as Foreign Investor Fights Ouster

The story of Africa Logistics Properties Holdings Limited was supposed to be one of triumph. A decade of quietly assembling institutional-grade warehousing across Kenya’s logistics corridors, from the gleaming bays of Tatu City to the sprawling parks of Tilisi in Limuru, had culminated in a historic first: East Africa’s inaugural industrial Real Estate Investment Trust, denominated in US dollars and set to debut on the Nairobi Securities Exchange on March 11.

Institutional giants including British International Investment, the International Finance Corporation and Maris Capital had lined up behind it.

The Private Infrastructure Development Group had pumped in $15 million as an anchor investor. Everything, it appeared, was in place.

Then came the lawsuit.

Asbury Maruza Chikwanha, a Zimbabwean and Australian national who served as a director at multiple entities within the ALPH group, has rushed to the High Court seeking urgent orders to halt any changes in the ownership, directorship and assets of nine companies at the heart of the REIT’s corporate structure.

His petition, filed just days before the offer window closes on February 27, alleges that he was fraudulently, unlawfully and secretly erased from the registers of directors of nine ALP group companies, including ALP Management Kenya Limited, ALP North Limited, ALP West Limited and several sister entities, without notice, without a valid meeting and without a lawful resolution, in what he describes as a brazen violation of the Companies Act.

The case has sent tremors through Kenya’s nascent REIT market at the worst possible moment.

The ALP Industrial REIT, structured as an income REIT obligated to distribute at least 80 percent of its distributable income to unit holders, was positioned to make history as the first dollar-denominated issuance on the Nairobi Securities Exchange.

Capital markets watchers had celebrated its arrival as proof that Kenya’s financial architecture was maturing beyond equities and local-currency bonds. Now, with days to go before the offer closes, the vehicle’s promoter is fighting a public legal battle that lays bare the turbulence raging behind the curtain.

A Director Vanishes From the Registry

Mr Chikwanha’s account of events reads like a corporate thriller. In his court documents, he states that at no point did the Registrar of Companies or the Business Registration Service contact him to verify whether he had resigned or whether due process had been followed before effecting the sweeping changes to the statutory registers.

He says he wrote repeatedly to the Registrar of Companies demanding that his removal be reversed but has yet to receive a substantive response, even as the registry quietly processed what he characterises as fabricated filings.

The consequence of his purported ouster, he argues, has been severe and immediate. He has been locked out of corporate governance decisions, excluded from deliberations over asset disposals, company restructuring and the very REIT-related transactions that are now drawing international investor attention and hundreds of millions of shillings in committed capital.

He is seeking court orders compelling the Attorney General, the Registrar of Companies and the Business Registration Service to freeze any further filings, transfers or corporate actions touching on the directorships, shareholding or assets of the nine named entities.

The High Court is expected to rule on his application on February 25, two days before the REIT offer is scheduled to close.

The collision of the court date with the offer deadline is no mere coincidence in the view of market observers; it concentrates maximum legal and commercial pressure on ALPH at precisely the moment its fundraising campaign reaches its climax.

Racial Discrimination Claims Layer On Fresh Controversy

The High Court petition is only one front in what has become a multi-pronged legal war. In a separate action before the Employment and Labour Relations Court, Mr Chikwanha alleges that his termination from ALP Management Kenya Limited in September 2023 was not only unlawful but racially discriminatory.

He is seeking $2.8 million, approximately Sh364 million, in compensation, a figure that includes unpaid equity-related benefits he says he was denied as part of what he characterises as a targeted and discriminatory redundancy process.

The racial discrimination allegation, explosive in its own right, has drawn particular attention given that ALPH counts among its shareholders some of the world’s most prominent development finance institutions, entities whose mandates are explicitly anchored in principles of fairness, inclusion and ethical governance.

Neither British International Investment, the IFC nor Maris Capital has been accused of any wrongdoing by Mr Chikwanha, and his court filings are careful to draw that distinction.

But the reputational cloud that hangs over the case inevitably touches the broader ALPH ecosystem in which they have placed significant capital.

ALPH Fires Back: ‘He Was Never More Than an Employee’

ALPH and its affiliated entities are not taking the challenge lying down. In their court filings, the respondents have mounted a categorical rebuttal.

They contend that Mr Chikwanha’s appointment as a director of the group companies arose solely from his status as an employee of ALP Management Kenya Limited, an arrangement that they say was extinguished when his employment ended through a legitimate redundancy process in September 2023.

Once employment ceased, they argue, there was no legal basis for him to continue holding any directorship within the group. The resolutions removing him were, in their telling, validly passed, properly documented and correctly lodged with the Business Registration Service, which duly processed the changes.

The companies have also raised procedural objections that could derail Mr Chikwanha’s application before it is ever heard on its merits.

They argue the High Court petition is both res judicata and sub judice, pointing to the parallel proceedings already underway at the Employment and Labour Relations Court and in a separate judicial review case.

If the High Court accepts that argument, the petition could be thrown out on jurisdictional grounds alone, clearing the path for the REIT offer to close and the listing to proceed on schedule.

A Landmark Deal in Jeopardy?

The ALP REIT had, until this week, been riding a wave of exceptional momentum. Authorised by the Capital Markets Authority on December 8, 2025, and structured as a restricted offer open only to professional investors, it was issued at a unit price of one US dollar, with a green shoe option allowing for up to nine million additional units should demand exceed expectations.

The vehicle’s seed assets, portions of the established ALP North Park in Tatu City and ALP West in Tilisi, represent some of the most modern warehousing infrastructure in Sub-Saharan Africa, and its admission to the NSE’s Sustainable Finance Centre of Excellence gave it an environmental credibility that resonated with international capital.

The REIT was also designed to be a capital markets milestone of a different order. It would be the first US dollar-denominated security ever to trade on the Nairobi Securities Exchange, opening a door that Kenyan regulators and the NSE itself had been pushing against for years.

For the country’s pension funds, insurance companies and institutional investors starved of hard-currency investment options on home soil, it promised something genuinely new.

All of that promise now shares space with a courtroom drama that market observers say could, at minimum, cast a shadow over investor confidence in the final days of the fundraising window.

Whether the High Court grants Mr Chikwanha’s freezing orders on February 25 or dismisses the petition outright, the episode has already drawn uncomfortable scrutiny to the internal governance of a company that is asking professional investors to entrust it with tens of millions of dollars.

The Regulator Watches

The Capital Markets Authority, which authorised the REIT and whose mandate includes protecting investor interests in listed vehicles, has not publicly commented on the litigation. Its position in the coming days will be closely watched. Mr Chikwanha’s petition names the Attorney General and the Business Registration Service as respondents and accuses them of failing in their duty to verify the authenticity of documents filed to effect his removal.

If the court finds merit in that accusation, the implications extend well beyond this single case, raising questions about the adequacy of safeguards in Kenya’s company registry that could prove unsettling for foreign investors considering other Kenyan market instruments.

For now, East Africa’s first industrial REIT teeters between its historic promise and an increasingly messy legal reckoning. The warehouses of Tatu City and Tilisi stand as monuments to a decade of disciplined development.

Whether the boardroom battles that have erupted in their shadow will ultimately derail, delay or merely bruise ALPH’s milestone moment is a question that Kenya’s High Court is poised to answer, with very little time to spare.