Legal Battle Erupts Over Shs 1.2 Billion School Acquisition

Gems National Academy Challenges Makini Schools’ Purchase of Regis Runda Academy

NAIROBI – A high-stakes legal dispute has emerged over the recent Shs 1.2 billion acquisition of Regis Runda Academy by Makini Schools, with the purported original owner challenging the deal as an “illegal and unauthorized hostile takeover.”

Makini Schools, part of the South African-based ADvTECH Group, announced earlier this year that it had acquired the prestigious school located in Nairobi’s upmarket Ridgeways area, with plans to rebrand it as Makini School Runda. However, Gems National Academy Limited (GNA), which operates under the trade name Regis School Runda, has filed suit in the Commercial and Tax Division of the Milimani Law Courts, claiming to be the rightful owner of the educational institution.

According to court documents filed by Paul Musungu and Company Advocates, GNA asserts it is “the absolute registered proprietor of Regis School, Runda” and has operated the school serving over 1,300 students across kindergarten through secondary education levels. The legal battle centers on a licensing agreement that GNA says it entered into on January 19, 2023, granting Regis Runda Academy Limited (RRAL) a one-year license to operate the school from January 1 to December 31, 2023, after which management was to revert to GNA.

“Upon the lapse of the license period, the defendants declined and breached the terms of master license agreement by refusing to render the school back to the owners,” the lawsuit states. GNA alleges that RRAL collected over Shs 500 million in school fees during the license period but has failed to provide proper accounting for these funds. The plaintiff argues that RRAL’s registration during the license year demonstrates premeditated intentions to permanently take over the school.

“RRAL was registered during the license year. It means they had every intention to take over the school and not return it. The takeover was premeditated,” GNA stated in court documents. The lawsuit names seven defendants including Makini Schools Limited, Regis Runda Academy Limited, Runda Gardens Development Limited (the property owner), Peter Burugu and Mary Burugu (directors of the property company), the Competition Authority of Kenya (CAK), and the Attorney General.

GNA accuses Peter and Mary Burugu of illegally converting the school for their own use and rebranding it, while also alleging that CAK approved the sale to Makini Schools without properly addressing GNA’s earlier complaints about the alleged hostile takeover. A key aspect of the case involves CAK’s July 28, 2025 notice approving the acquisition, which GNA argues was “irregular and unlawful,” claiming the authority failed to act on complaints lodged over a year ago regarding the alleged illegal takeover.

“The 6th Defendant (CAK) has never furnished their findings and decision to the Plaintiff for a period of over a year after receiving the complaint while they have proceeded to issue authorization for the proposed sale to proceed,” the court filing states. Beyond the ownership dispute, GNA warns that if the acquisition proceeds without addressing outstanding debts, suppliers owed millions of shillings could suffer significant losses. The company argues it would be “ripped off their only available business asset” while remaining exposed to potential litigation from creditors.

The plaintiff is asking the High Court to declare the purported sale a hostile takeover that is irregular and unlawful, confirm that Regis School, Runda belongs to GNA regardless of current styling or branding, and rule that CAK’s approval of the acquisition was improper. The case highlights the complex legal and regulatory challenges that can arise in Kenya’s growing private education sector, particularly when ownership structures and licensing arrangements become disputed. The outcome could have significant implications for how school acquisitions are regulated and approved in the country.

Neither Makini Schools nor the other defendants had responded publicly to the allegations at the time of publication.