Kenyan billionaire Vimal Shah and ex-CBK governor lose $15 million Tatu City battle at Privy Council

Bidco Africa chairman Vimal Shah and former Central Bank of Kenya governor Nahashon Nyagah are set to lose their stake in the Sh240 billion ($1.86 billion) Tatu City real estate project after the Privy Council, Mauritius's highest court, dismissed a final bid to halt the disposal of shares held in the offshore holding companies through which they invested in the development.

The five-judge Privy Council bench ruled on May 16, 2026 that Stephen Mbugua Mwagiru, one of the Kenyan investors associated with Shah and Nyagah, lacked the legal standing to pursue the claim once their vehicle Manhattan Coffee Investment Holdings entered liquidation.

"The Board considers that the appellant had no standing to apply for an order under Section 174 of the IA 2009 for authority to continue the Plaint on behalf of and in the name of the Company," the court said. "The Derivative Order was wrongly made at first instance, whether based on Section 170 of the CA 2001 or Section 174 of the IA 2009."

The ruling effectively closes a two-decade legal saga that began with the investors' association with the Sh240 billion special economic zone project off Nairobi's Thika Superhighway and ends with the forced liquidation of their Mauritian holding company following a fraud finding by a London arbitration tribunal.

The roots of the dispute trace to 2018, when the London Court of International Arbitration ruled that Manhattan Coffee Investment Holdings — the Mauritian company through which Shah, Nyagah and Mwagiru held their Tatu City interests — had defrauded SCF Holdings II, the vehicle of New Zealand-born developer Stephen Jennings and his Rendeavour group. The London tribunal found that Manhattan Coffee had failed to pay a $20 million (Sh2.58 billion) land deposit to sellers of property on which Tatu City was being built, despite repeatedly claiming to have done so.

The arbitrator awarded SCF Holdings II $15 million (Sh1.94 billion) in damages, interest and costs and described part of Shah's testimony as "insufficiently consistent with the documentary evidence." Shah, Nyagah and Mwagiru did not challenge the award within the required 28-day window and subsequently failed to pay the debt.

That failure to pay triggered a cascade of legal consequences. Jennings petitioned a Mauritian court to wind up Manhattan Coffee Investment Holdings and place its assets — principally its shares in two offshore holding entities called Cedar IV and Cedar V — under liquidation. The Mauritian court obliged, winding up Manhattan Coffee in 2023.

Cedar IV and Cedar V are the Mauritian special purpose vehicles that indirectly hold ownership interests in Tatu City itself. Cedar IV owns 99.9 percent of Tatu City, and is in turn held by two entities: SCFE II, a Cyprus company controlled by Jennings, and the now-liquidated Manhattan Coffee.

Mwagiru's Privy Council application had sought to prevent the liquidators from disposing of Manhattan Coffee's Cedar shares to SCF Holdings II, arguing that such a disposal would allow Jennings's company to offset part of the purchase price against the arbitration debt it was owed — effectively acquiring the minority investors' Tatu City stake at a discount.

The Privy Council dismissed that argument on standing grounds. The court found that once Manhattan Coffee entered liquidation, Mwagiru was neither a creditor nor a shareholder of the company in a capacity that entitled him to direct litigation on its behalf. The derivative claim mechanism he attempted to use did not apply in a liquidation context.

The dispute has played out across courts in Kenya, England and Mauritius since at least 2010, when Mwagiru and his mother Rosemary Wanja first filed a petition in Kenya seeking to dissolve Tatu City Ltd, claiming exclusion from the company's affairs. Kenyan courts found they could be compensated for shares they directly owned but declined jurisdiction over the offshore ownership structures.

Tatu City is one of East Africa's most ambitious real estate developments, spanning more than 5,000 acres in Kiambu County and planned as a mixed-use city with residential, commercial, industrial and institutional zones. The project has attracted significant foreign direct investment and houses multiple multinational tenants despite the years of shareholder litigation that delayed its development.

Rendeavour, through SCF Holdings II, is the project's majority shareholder and developer. With the Privy Council ruling standing, it now moves closer to full control of the Cedar holding structure and, through it, an undiluted majority position in the project it has been developing and fighting over simultaneously for nearly two decades.