East African Breweries PLC (EABL) has clarified the sequence of events surrounding its recent Ksh20 billion medium‑term note (MTN) programme and the subsequent announcement by majority shareholder Diageo Plc to sell its 65% stake to Japan’s Asahi Group Holdings.
Shareholder Transaction, Not Company Deal
In a notice dated December 18, 2025, EABL stressed that the proposed sale is strictly a shareholder‑level transaction between Diageo and Asahi.
“The transaction is between Diageo and Asahi as strategic industry‑leading shareholders. EABL is not a party to it, nor has it been involved in the transaction. EABL’s Board of Directors was first notified of the Transaction on the afternoon of 16 December 2025,” the brewer said.
The company emphasised that it did not participate in negotiations and that its financing activities remain separate from shareholder dealings.
Timeline of Events
- October 27, 2025 – EABL announced its Ksh20 billion MTN programme.
- November 18, 2025 – First tranche issued, raising Ksh16.76 billion.
- December 16, 2025 – EABL board notified of Diageo’s divestment decision.
- December 18, 2025 – Clarification notice issued to investors.
EABL noted that Diageo’s decision to divest was made independently during 2025, citing global business developments. At the time Diageo increased its stake to 65% in 2023, the group had “no intention” of selling.
CMA Seeks Answers
Kenya’s Capital Markets Authority (CMA) has asked EABL to explain why it raised Sh16.8 billion via a five‑year bond only weeks before Diageo’s exit announcement. Regulators cited market speculation on whether material information was withheld from bond investors. A CMA executive confirmed that further enquiries are likely.
EABL reiterated that the transactions were conducted at arm’s length and that the bond issue was launched independently of Diageo’s plans.
Strong Investor Demand
Despite the timing, EABL’s bond issue drew strong demand:
- Target: Sh11 billion
- Raised: Sh16.8 billion (oversubscribed by 52.4%)
- Coupon: 11.8%, maturing November 18, 2030
- All bids accepted, 100% allotment
Ahead of the new issue, EABL redeemed early a Sh11 billion five‑year bond due October 2026 that carried a higher 12.25% coupon, effectively refinancing at a lower rate.
“The MTN programme remains unaffected by Diageo’s planned exit. It is an independent financing arrangement with no impact on our financial performance, balance sheet, or repayment obligations,” EABL assured investors.
Diageo’s Sale to Asahi
Prior to the planned sale, Diageo held 65.0% of EABL through its wholly‑owned indirect subsidiary Diageo Kenya Limited and 53.7% of UDV (Kenya) Limited via Diageo Great Britain Limited.
Once Asahi’s application to capital market authorities in Kenya, Uganda, and Tanzania is approved, Asahi Group Holdings will become the official majority shareholder in EABL with a 65.0% stake, while public shareholders will continue to hold 35.0%.
EABL’s Shareholding
| Before Acquisition | Number of Shares | % Shareholding | After Acquisition | Number of Shares | % Shareholding |
|---|---|---|---|---|---|
| Diageo Kenya Limited | 514,003,331 | 65.0% | Asahi Group Holdings | 514,003,331 | 65.0% |
| Standard Chartered Kenya Nominees A/C KE004667 | 22,935,194 | 2.9% | Standard Chartered Kenya Nominees A/C KE004667 | 22,935,194 | 2.9% |
| Standard Chartered Kenya Non‑Resd. A/C KE10085 | 20,840,500 | 2.6% | Standard Chartered Kenya Non‑Resd. A/C KE10085 | 20,840,500 | 2.6% |
| Kenya Commercial Bank Nominees Ltd A/C 915BB | 9,757,254 | 1.2% | Kenya Commercial Bank Nominees Ltd A/C 915BB | 9,757,254 | 1.2% |
| Stanbic Nominees Limited R6631578 | 7,995,122 | 1.0% | Stanbic Nominees Limited R6631578 | 7,995,122 | 1.0% |
| Stanbic Nominees Ltd A/C NR1031436 | 7,941,502 | 1.0% | Stanbic Nominees Ltd A/C NR1031436 | 7,941,502 | 1.0% |
| Standard Chartered Kenya Nominees A/C KE22446 | 7,758,455 | 1.0% | Standard Chartered Kenya Nominees A/C KE22446 | 7,758,455 | 1.0% |
| Standard Chartered Kenya Nominees Non‑Resd A/C 9866 | 5,981,912 | 0.8% | Standard Chartered Kenya Nominees Non‑Resd A/C 9866 | 5,981,912 | 0.8% |
| Stanbic Nominees Ltd A/C NR3530153 | 5,886,950 | 0.7% | Stanbic Nominees Ltd A/C NR3530153 | 5,886,950 | 0.7% |
| Secretary to the Treasury – “PF” Account | 4,829,436 | 0.6% | Secretary to the Treasury – “PF” Account | 4,829,436 | 0.6% |
| Others | 182,844,700 | 23.1% | Others | 182,844,700 | 23.1% |
| Total | 790,774,356 | 100.0% | Total | 790,774,356 | 100.0% |
Source: EABL Annual Report 2025
