Inside Sh10 billion feud fracturing Vipingo Ridge

Golf Villas at Vipingo Ridge. [Peter Muiruri, Standard]

From the air, Vipingo Ridge looks like a meticulously crafted haven set against Kilifi’s wild, sun-drenched shoreline. With its immaculately tendered fairways, the only PGA-accredited golf course in Africa, curl around manicured gardens and luxury villas.

The wealthiest in Kenya live in this exclusive community, so do members of the royal family from an Arab nation.

A private airstrip threads through the baobabs, ferrying in international clientele who prefer jets and choppers as opposed to road transport.

But on the ground, beneath the polished surface of this luxury, a different reality is unfolding.

Court documents allege a disturbing pattern of alleged violence, financial manipulation, and governance abuses by former chairman Alastair Cavenagh and his counter accusations against other board members, notably Christopher Gordon Horsey and David Horsey. 

The corporate fallout, is layered with secret share deals, and accusations of a multi-million dollar betrayal and has now has spilled from the fractured boardroom into the Malindi High Court, pulling back the curtain on acrimony that threatens the stability of a property empire valued at billions of shillings.

Chilling revelation

The case, Alastair Mark Cavenagh vs Christopher Gordon Horsey, David Horsey and First European Finance Investments Ltd, HCCC No. E013 of 2024, is a story of broken partnerships, a fight for control, and a $75 million (Sh10 billion at current exchange rate) mystery fight between the board members.

The most chilling revelation comes from detailed security reports that describe a brutal assault by the Cavenagh on a waiter.

On December 27 last year, Cavenagh reportedly unleashed a vicious attack on Rashid Komba, leaving the employee traumatised and hospitalised

According to the Saladin Kenya security report, Cavenagh “assaulted Komba violently, striking him, kicking him in the head, and lifting an object with the apparent intent to strike him in the neck and cause further harm.” The object was shard of broken glass plate.

The Horseys claim in court documents that Cavenagh allegedly treated Vipingo Ridge as his personal treasury, engaging in financial practices that borders on criminality.

The roots of the conflict are buried in the corporate history of Vipingo Ridge, a structure built not as a single entity, but as a triad of interrelated companies: Vipingo Ridge Ltd (which runs the golf and resort operations); Sunsail Trading Company (the land owning company), and Vipingo Ridge Beach Property Ltd, which operates the beach club.

For years, the public face and steady hand at the helm was Cavenagh, the long-serving Chairman. The major financial muscle and background investors were the Horsey brothers.

But the first crack in this foundation appeared over a decade ago, visible in a single-page board resolution.

Pivotal decision

In that meeting, attended by Cavenagh, David Mitchell, and the Horsey brothers, a pivotal decision was made: Mitchell was appointed sole executive director, with all executive and management functions “channelled through him. Cavenagh would remain Chairman, but in a non-executive role.

This move, seemingly administrative, was the first tremor of a power struggle that would simmer for years. 

Email correspondence from 2016 and 2017, now filed as evidence, shows the relationship between Mitchell and the Horsey brothers deteriorating into open hostility. Mitchell, portraying himself as a major funder, felt his influence was being systematically undermined.

In a blistering email from Spain in April 2017, Mitchell bluntly reminded Cavenagh why he had stopped injecting operational capital.

The 2017 cashflow projection, he wrote, had “brought sharply into focus my concerns about how the Company is being managed.” 

He issued an ultimatum — if he were to agree to a requested capital injection he demanded Cavenagh’s “undertaking to ensure that what we eventually agree and sign off on will be broadly in line with the proposed agreement I distributed early last year, in particular, stopping the block voting that has been so damaging to the major funding shareholders over the years.”

This reference to “block voting” and “damaging” effects was clear signal of a bickering.  The company was trapped in a governance deadlock, its key figures unable to agree on the fundamental rules of engagement. The most illuminating email in this period comes from Cavenagh himself in June 2017.

In a lengthy message to Mitchell, laid bare the core governance crisis. 

He explained that the company’s articles provided for one vote per share, a standard democratic process.

He expressed being “both shocked and insulted” that Mitchell would presume he always sided with the Horseys, insisting he always voted for the company’s best interest.

Cavenagh revealed he had been trying to broker a compromise—a new shareholders’ agreement that would include the formation of an advisory board to ensure “absolute democracy and fairness for all parties.”

He argued this as not about “delegating our responsibilities” but about bringing in independent expertise.

However, he accused Mitchell of jeopardising a potential golden opportunity: an investment from a man named Geoff Bell, described as “an ideal investor given his background, net worth and character.”

Cavenagh claimed Mitchell chose this critical moment to “enforce your will in terms of the shareholders’ agreement,” potentially scaring off the investment.

“I am dumfounded that you are seemingly willing and prepared to put your demands in respect of the shareholders’ agreement over the best interests of the company and its shareholders by potentially jeopardising the GB investment,” Cavenagh wrote, his frustration palpable. He concluded with a plea for compromise to end the “era of confrontation and bad-will between the shareholders.”

The stage was set for a major shift. The solution to the Mitchell problem, and the origin of the current legal firestorm, was a secret, Cavenagh and the Horsey brothers saw a chance to buy out the shares of the three exiting founders—Mitchell, Michael Kearns, and Tushar Pujara—in the three core Vipingo Ridge companies. But there was a catch. 

According to an email from Cavenagh, they needed to keep their identities as the ultimate buyers a secret from the sellers, particularly Mitchell.

The solution, proposed by Cavenagh’s contact, financier Richard Charrington, was to use his Mauritian company, First European Finance Investments Ltd.

‘‘Richard is proposing that in order to save the expense and hassle and, most importantly, without having to declare beneficial ownership,” Cavenagh wrote to the Horseys, outlining a plan where they would loan the money to First European Finance Investments (FEFI).

FEFI would then legally purchase the shares, but would issue blank, signed share transfer forms and a “call option” to the Horseys, effectively holding the shares in trust for them.

David Horsey responded enthusiastically: “On the surface, this looks absolutely fine.”

This structure, while convenient for anonymity, planted a legal landmine. Legally, FEFI was the owner. But in the understanding between the three partners, FEFI was merely a nominee.

Throughout early 2018, a flurry of emails shows the three men negotiating the terms of their own partnership.

Final version

The crux of their deal was captured in a simple, one-page “AGREEMENT” drafted by Cavenagh. After several revisions, the final version stated that the Horseys would finance the entire $6 million (Sh780 million) acquisition, retain a third of the shares for themselves, and any profit from the resale of the remaining two thirds would be divided equally between the three parties. This was the heart of the “gentlemen’s agreement.”

The Horseys would get their initial stake, and any profit from the other two thirds would be split three ways —effectively giving Cavenagh a 22.2 per cent share of the total acquired stake without putting up any initial capital.

His contribution was his negotiation skills and his continued role as chairman.

“The Horseys confirmed that it is not their intention to become majority shareholders in the companies,” the agreement noted, underscoring their preference to remain passive, background investors. While this private agreement governed their relationship, the public, legal reality was different.

In July 2018, three formal share purchase Agreements were signed, showing only FEFI as the purchaser. The agreements no mention of Cavenagh or the Horseys. 

The facade was complete, the arrangement seemed to hold. But the cracks began to show in 2021.

In a lengthy email Christopher Horsey dropped a bombshell. He argued that the original reason for using FEFI—to hide their identities — was “patently no longer a requisite.” 

He expressed concerns about Mauritius being under “serious financial scrutiny” and declared their intention to bring their shares “onshore.”

Christopher argued that the Horseys’ offer of interest-free financing was made in recognition of his two years of negotiations that secured the deal and a subsequent $1 million (Sh130 million) discount he negotiated on the final payment. “It is important that we treat one another fairly and with respect,” he pleaded.

The relationship continued to sour. Cavenagh now claims in his court filings that the Horseys’ subsequent refusal to transfer his stake is a deliberate strategy to secure a majority, breaking their fundamental promise.

Two sons

“The reason why the defendants have refused to transfer the shareholding in FEFI is that they wish to retain the majority in the boards by nominating their two sons as directors,” his filling alleges.

He paints a picture of a “nepotistic” boardroom coup that has devastated the company. He claims the Horseys have caused the loss of the “highly popular Magical Kenya Ladies Open Golf Tournament,” an event he spent seven years cultivating, and appointed a chairman and CEO “with no requisite experience.”, As the share deal disintegrated, a parallel offensive was launched within the boardroom of Vipingo Ridge Ltd.

In a 21-page notice, the current board, now chaired by Trevor Finn, served Cavenagh with its intention to remove him as a director “with immediate effect and, subject to the law, in perpetuity.”

The most shocking accusation the assault on a member of staff. The notice cites the Saladin Kenya report alleging that Cavenagh “gruesomely assaulted Komba.

The notice noted that board this was a “severe breach” of his duties

Beyond the assault, the board levies a series of financial and ethical charges.

These include improper land deals where Cavenagh is accused of directing the company to buy land from David Horsey and his own company, Leaman Investments Ltd at “prices above market value.”

The other accusation is doctoring board resolutions where the board claims Cavenagh altered the dates on signed board resolutions after they were handed to him, an act they state could constitute a criminal offence.

Unethical financial instructions are also another charge where Cavenagh is alleged to have instructed the Financial Manager to amend the company’s accounts.

He is also being accused of withholding FEFI share certificates, “the board accuses Cavenagh of refusing to execute and register share certificates for FEFI, an “infringement of FEFI’s property rights.

Cavenagh is also accused of exempting himself from paying service charges and enjoying unpaid golf club membership benefits.

The true scale of what is being fought over is laid bare in the companies’ financial statements.

The Vipingo Ridge operation is an empire of immense paper wealth, built not on dividends but on massive capital growth.

A PKF Capital Growth Report, prepared to compute shareholder return, reveals that from 2007 to 2020, the total equity attributable to ordinary shareholders across the three companies rose from Sh179 million to Sh7.19 billion. This growth was driven by the dramatic revaluation of assets, primarily the land.

The more recent 2022 financial statements tell a story of a company facing significant headwinds. Vipingo Ridge Ltd reported a devastating loss of Sh286.9 million for the year, a sharp increase from the Sh158.9 million losses in 2021.

Its revenue from core operations was a modest Sh153 million, completely overwhelmed by expenses, including a massive Sh89.9 million in finance costs.

Despite these losses, the company’s statement of financial position remains formidable, showing net assets of Sh3.31 billion.

This is largely due to a colossal Sh3.35 billion revaluation reserve on its property, plant, and equipment, which is carried at a value of Sh5.83 billion.

The company is asset-rich but cash-poor, with current liabilities exceeding current assets by Sh235 million, Sunsail Trading Company, the landowning company, also posted a loss of Sh182.3 million in 2022. Its balance sheet is even more heavily weighted towards assets, with investment property—the land itself—valued at Sh3.29 billion.

These financials reveal the central tension: the shareholders are battling for control of an empire with underlying assets worth billions, but one that is currently bleeding money and is highly dependent on their continued financial support to remain a going concern.

The mystery is not one of missing funds, but of control over a future fortune—a $75 million paradise built on sand now shifting beneath their feet.

Expressing concern

For the residents and plot owners at Vipingo Ridge, the case is an unsettling revelation.

The carefully curated image of paradise is now shadowed by a very bitter fight for control.

The Vipingo Ridge Homeowners Association has written to the company expressing concern, indicating that the public feud is causing alarm and damaging the pristine reputation of the estate.

As the two legal battles proceed concurrently in Malindi — one to remove a director, the other to enforce a disputed share agreement — the future of Vipingo Ridge hangs in the balance.