Vipingo Ridge Directors In Court Over Ownership Dispute

Rally driver Alastair Mark Cavenagh has sued his co-directors, accusing them of conspiring to throw him out of the multibillion-shilling Vipingo Ridge Golf Estate.

Cavenagh has sued co-directors Christopher Gordon Horsey and David Horsey, accusing them of trying to illegally acquire a majority stake in an offshore firm that has interests in Vipingo Ridge.

The Horseys and Cavenagh have a stake at First European Finance Investment (FEFI) Ltd, which is one of the firms that has shares at Sunsail Trading Limited, Vipingo Ridge Limited and Vipingo Beach Ltd-the three firms that own the luxurious five-star golf resort in Kilifi.

Through lawyer LJA Associates, Cavenagh moved to court under a certificate of urgency and successfully obtained a temporary injunction restraining the Horsey brothers from transferring shares of the Mauritius-based FEFI.

Cavenagh says in court documents he is apprehensive that unless restrained by the court, the Horseys may instruct the FEFI’s Trustees to transfer or deal with the shares to his detriment as a shareholder and director of the companies.

On July 4, 2024, Malindi High Court judge Stephen Githinji issued temporary orders halting any such moves and directed the applicant to serve the respondents. He set the matter for mention on July 18 for further directions.

“That pending hearing of this application inter-parties an order of injunction is hereby issued restraining Christopher Horsey, David Horsey and FEFI ltd from dealing in any manner whatsoever with the shares held by FEFI ltd in Sunsail Trading Limited, Vipingo Ridge Limited and Vipingo Beach Ltd,” the order reads.

According to court documents, Vipingo Beach Ltd and Vipingo Ridge share common directors while Sunsail Trading Limited is the proprietor of the 1,100 acres registered as LR No 24880, Kilifi, which it subleased to Vipingo Ridge Ltd for 99 years.

Cavenagh says his partners are in direct contradiction of an agreement between him and the Horseys dated May 10, 2018, where it was stated, “its not in their intention to become majority shareholders in the companies”.

The Horseys have subsequently appointed their sons Jason, Peter, Alex and in-law Trevor to the board, giving them four seats against three, and thus board majority.

The Horseys forced removal of founder Cavenagh as chairman in September 2023 and replaced him with Trevor Finn; Alex Horsey’s father-in-law.

Trevor Finn’s daughter Victoria is married to Alex, who is son to one of the Horseys. Alex was appointed by the Horseys as the CEO of Vipingo Ridge in June 23, 2023.

In his plaint Cavenagh states that in 2004, he and late David Mitchell incorporated Sunsail Trading Limited on a 50-50 shareholding basis and in 2006, they approached the Horseys to invest in the venture. The Horseys then bought a stake of 30 per cent worth $2 million.

The Horseys are also trying to claim Alastair Cavenagh has only a commercial interest in the shares held in Mauritius through FEFI ltd and interest is applicable to the loan they provided him to finance these shares

“In 2011, Mitchel became the sole executive director but soon afterwards, the Horseys were of the opinion they were being sidelined and became quite belligerent towards David Mitchell. The relationship between them at the board level started deteriorating,” Cavenagh states.

By 2017, the Horseys asked Cavenagh to approach Mitchell, who was then of ill health, to sell his shares to them but the co-founder made it clear that he would not sell to the two brothers.

The three then came up with an idea of registering a Special Purpose Vehicle (SPV) in Mauritius- FEFI ltd, which would acquire Mitchell’s shares without him knowing the Horseys were involved in the transaction.

The three had agreed to hold a third each of the shares in FEFI but in March 2018, Cavenagh claims the Horseys reneged on their agreements and instead asked him to take two of the nine shares with them retaining seven.

“That in reliance of the representation that the Horseys would pay for the shares, including Cavenagh’s portion and they did not wish to acquire majority shareholding, the plaintiff approached Mitchell who agreed to sell the shares to FEFI. Mitchell was not aware of the Horseys’ interest when he agreed to sell his stake at $6 million.”

The Horseys paid $4 million but on the onset of Covid-19, Cavenagh negotiated with Mitchell’s widow and her estate’s advocate where they agreed to reduce the sale by $1 million.

“In a surprise twist of events and in breach of the terms of agreement and written correspondences, the Horseys by email date April 17, 2024, stated that the shares in FEFI had been vested in them by virtue of payment for shares.”