Metropolitan International Holdings is facing a significant legal challenge in Kenya, accused of fraudulently transferring shares in Cannon Assurance Ltd.
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Metropolitan International Holdings (MIH), a Johannesburg Stock Exchange-listed Momentum Group subsidiary, is facing legal action in Kenya over an alleged fraudulent share transaction involving Cannon Assurance Ltd.
The case was brought up by the estate of the late Inderjit Talwar and his son, Vishisht Talwar, who were former owners of the Kenyan insurance company.
MIH has acknowledged the lawsuit but has refrained from making further public statements. "We are aware of the pending case and we are responding appropriately to the legal process; we will therefore not be commenting further at this time," the company stated.
The dispute centres on a 2014 transaction in which MIH acquired shares in Cannon Assurance Ltd., a long-established Kenyan insurance company. As part of the agreement, certain properties from Cannon’s portfolio were transferred to Inderjit Talwar as a “dividend in specie”—a form of non-cash compensation.
However, tensions arose over the management of the company, particularly involving Desterio Oyatsi, a businessman who became a minority shareholder. MIH had selected Oyatsi to hold shares in trust through his companies, Goodison Twenty-Five Ltd. and Gareto Investment Trust Ltd. Over time, disputes regarding business operations and share ownership intensified, leading to significant boardroom wrangles.
By 2021, the Talwar estate decided to exit the business entirely, seeking to sell its remaining 25% stake in Cannon Assurance Ltd. through a Share Purchase Agreement (Talwar SPA). Simultaneously, MIH was also looking to withdraw from the Kenyan market, opting to sell its shares to Oyatsi and his associated companies, Goodison, Gareto, and Golum Investment Trust, under a separate Share Purchase Agreement (MIH SPAs).
According to the lawsuit, one of the conditions for completing the Talwar SPAs was that they had to be finalised alongside the MIH SPAs. However, the plaintiffs claim that the conditions set by Kenya’s Insurance Regulatory Authority (IRA) made it impossible to complete the Talwar SPAs. Despite this, MIH allegedly proceeded with its own share sale to Oyatsi and his companies, effectively cutting the Talwar family out of the transaction.
The lawsuit accuses MIH of fraudulently transferring its shares to Oyatsi and his associates, making him a major shareholder in what was then rebranded as Cannon General Insurance Ltd. (CGIL) and Cannon Life Assurance Ltd. (CLAL).
A spokesperson for the Talwar estate condemned the handling of the situation, criticising Momentum Group’s apparent reluctance to resolve the dispute amicably.
"Unfortunately, given how little willingness Metropolitan Insurance (Momentum Group) has shown to resolve a problem created by their decision to partner with inexperienced actors in Kenya’s insurance industry, the Talwar estate had no choice but to go to court. Given that Momentum is a publicly listed company on the Johannesburg Stock Exchange, it is surprising that they have allowed this to go on for so long. Their shareholders have the right to know," the spokesperson said.
The situation has been further complicated by a counter-lawsuit filed by Oyatsi against Vishisht Talwar. The case, lodged in November 2024 in Kenya’s Environment and Land Court in Nairobi and Mombasa, challenges the 2014 transfer of properties to the Talwar family. Oyatsi argues that the property transfers, which were approved by MIH at the time, were unlawful and should be reversed.
The counter-lawsuit claims that the “in specie” transfer of assets to Talwar was fraudulent and seeks to have the transaction overturned. However, the Talwar family maintains that the original property transfers were legally binding and part of the agreed-upon deal. They argue that MIH failed to honour the terms of the agreement, leading to financial losses for their estate.
The Talwar estate has insisted that it is not the family that should be facing legal scrutiny, but rather MIH and its partners for failing to fulfil the original agreements. They argue that MIH’s decision to proceed with its share sale while leaving the Talwar SPAs unfulfilled directly led to the current legal dispute.
A spokesperson for the Talwar estate said the lawsuit is not just about ownership disputes but also about holding corporate actors accountable for their decisions.
"We must also make it clear that the actions by some of the Defendants in this entire affair have been completely unethical and unlawful," the spokesperson stated. "The case brought against the Talwar family to reverse property transactions, which Momentum knew about and approved, has no legal grounds. The truth is that it is the Talwar family that is owed compensation for the unlawful transfer of their shares in Cannon Assurance Ltd. This happened because Momentum broke the rules by not honouring the Talwar Family’s rights."
The legal battle has raised concerns about corporate governance in Kenya’s financial sector, with some industry observers questioning the regulatory oversight that allowed such a dispute to escalate.
The case remains one of the most closely watched corporate disputes in the region.
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