By Our Reporter
A former executive director of a Kenya based industrial real estate developer has filed a lawsuit seeking more than US$2.8 million, approximately Ksh364 million, in disputed equity interests and damages linked to developments in Tatu City and Tilisi. The assets form part of an industrial portfolio valued at more than US$100 million, or about Ksh13 billion, according to court filings.
In pleadings filed before the Employment and Labour Relations Court, ELRC, Mr Asbury Maruza Chikwanha has sued companies associated with British aristocrat Charles George Barrington, The Lord Tryon, the chairman and co founder of ALP Management Kenya Limited, ALP, and its parent company, Africa Logistics Properties Holdings Limited, ALPH. He alleges unlawful termination, discrimination and breach of contractual obligations, claiming the actions were intended to avoid fulfilling equity commitments under his employment contract.
According to court documents, Mr Chikwanha says he was headhunted by ALP’s former chief executive officer to lead development operations in Kenya and the wider region. He initially declined the offer due to a significantly lower base salary compared with his previous role at AMSCO, but later accepted after representations that he would participate in a long term equity incentive plan tied to the industrial portfolio under his management.
“This time I accepted the employment offer despite the significantly lower base remuneration on the basis of the inducement promised by Mr Selman that I would participate significantly in the respondent’s long term equity incentive plan and or in a profit share from major liquidity events of completed projects or assets, with an anticipated benefit in the region of US$1,000,000 to US$2,000,000 over five years,” Mr Chikwanha stated in his witness testimony.
Mr Chikwanha, a Zimbabwean and Australian dual national, further alleges that he was removed as a director from nine subsidiaries within the ALP Group without due process. Court filings show that ALPH’s shareholder base includes institutional investors such as Maris Capital, British International Investment, formerly CDC Group Plc, and the International Finance Corporation, IFC.
The lawsuit does not allege wrongdoing by any institutional investor. However, the pleadings place aspects of ALP’s corporate governance under the Companies Act, fair labour practices under the Constitution, compliance with the Employment Act, alleged discrimination, contractual arrangements and adherence to statutory obligations under judicial scrutiny.
Mr Chikwanha disputes representations allegedly made to the Registrar of Companies regarding the convening of meetings that led to his removal as a director. He claims he did not receive the relevant notices, which he says were sent to addresses and email accounts inaccessible to him following his termination. He has also lodged a complaint with Kenyan authorities over the director removal process, which remains subject to ongoing legal proceedings and an active police investigation.
The dispute also centres on the circumstances of his termination. Mr Chikwanha alleges that ALP issued a redundancy notice in April 2023, later withdrew it citing an impending meeting with a potential investor, and subsequently issued a second redundancy notice in August 2023, followed by a termination letter the following month. He contends that statutory redundancy procedures were not followed and that he was never provided with details of the long term incentive plan despite repeated requests.
He further alleges that his termination was discriminatory and in breach of Article 41 of Kenya’s Constitution on fair labour practices. In his pleadings, he claims preferential employment terms were offered to other senior executives whom he describes as being of Caucasian ethnicity. He also alleges that his terminal dues were withheld and only partially paid six months later, and that the cancellation of his work permit was expedited within four days, with immigration directives withheld from him, affecting his legal status in Kenya.
ALP denies the allegations. In its defence, the company argues that Mr Chikwanha’s employment contract superseded any prior representations and that his redundancy resulted from a restructuring exercise aimed at maximising shareholder value. This is despite Mr Chikwanha being a shareholder at the time, according to share certificates filed in court. ALP maintains that no offer, acceptance or consideration existed in relation to the alleged profit sharing arrangement and that the termination complied with contractual and statutory requirements.
Africa Logistics Properties Holdings Limited, in which Mr Chikwanha is described as a minority shareholder, has received regulatory approval from the Capital Markets Authority to establish the ALP Industrial Real Estate Investment Trust, ALP REIT. The REIT is expected to be seeded with existing assets contributed by the promoter in exchange for units and or cash. Court filings indicate that some of the assets within the portfolio, including developments at Tatu City and Tilisi, were undertaken during Mr Chikwanha’s tenure between 2017 and 2023.
The case is pending before Kenya’s Employment and Labour Relations Court. All claims are contested and subject to judicial determination.
