Ex-staffer sues investment bank over Sh137m commission from KPC sale

A former associate has sued Rock Investment Bank, demanding Sh137.2 million in commission from the firm’s lead advisory work on the Kenya Pipeline Company (KPC) initial public offering in March 2026, in which the government raised Sh106 billion from a 35 percent stake sale to the public.

Patrick Ouma Kwome, a former associate at Rock Investment Bank, formerly Rock Advisors Limited, claims that the firm has withheld commissions arising from his role in the successful KPC initial public offering.

Rock was Faida Investment Bank’s transaction partner on the KPC IPO and handled key technical, financial modelling, proposal and transaction-structuring responsibilities under their fee-sharing arrangement.

Mr Kwome filed the claim at the Employment and Labour Relations Court in Nairobi, accusing Rock Investment Bank of breaching his employment contract. He is seeking payment, damages and orders preserving fees payable from the transaction. The investment bank is yet to file a response to Mr Kwome’s claims.

The legal dispute follows a collaboration between Faida, appointed lead transaction adviser, and Rock, which handled key technical and coordination duties. Under their arrangement, Rock was to receive 70 per cent of net fees, while Faida retained 30 per cent, according to Mr Kwome’s claim.

The parties were later referred to mediation, but the process did not resolve the disagreement. Meanwhile, Rock received fees paid by Faida in June and July totalling about Sh1.47 billion, representing its alleged 70 per cent share.

Mr Kwome says his employment contract dated April 1, 2025 entitled him to a gross monthly salary of Sh150,000 and commissions of 10 per cent of net revenues from projects originated by Rock, or 25 per cent where he originated the project.

He called the commission structure ‘a fundamental component’ of his compensation and incentive to deliver the transaction.

He claimed that the KPC transaction was originated by Rock under a consultancy agreement executed in November 2025 and backdated to July 2024. Rock was responsible for preparing the technical and financial proposal, coordinating experts, and organising meetings with the Privatisation Authority.

Mr Kwome says he helped lead the proposal process, developed the financial model underpinning the transaction, drafted data-room protocols and advised on the proposed 1,000-for-1 share split.

He says he helped secure and structure the mandate, developing the financial model, preparing Rock’s proposal and participating in fee negotiations with the Privatisation Authority.

He also participated in negotiations between Faida and the Privatisation Authority and appeared as a key contact person in minutes of pre-contract negotiations held on November 25, 2025.

The claim says the IPO generated advisory, success and placement fees totalling Sh1.95 billion after direct transaction expenses. Rock’s 70 per cent share was calculated at Sh1.37 billion, while Mr Kwome’s claimed 10 per cent commission was put at Sh137 million. He alleges that Rock later sought to alter its fee-sharing arrangement with Faida after the transaction succeeded, reducing the amount from which his commission would be calculated.

Rock’s role was as Faida’s collaborating transaction partner and the firm responsible for much of the technical, financial modelling and proposal work that helped secure and execute the mandate.

The KPC Information Memorandum states that Faida would receive Sh98.6 million in advisory fees and a success fee of one per cent plus VAT on gross proceeds.

It estimated placement fees at 1.5 per cent, or Sh1.59 billion. The offer involved the sale of 65 per cent of KPC for targeted gross proceeds of Sh106.3 billion.

‘The respondent coordinated the preparation of the Information Memorandum by organising and collating reports and information from experts, entities and all relevant sources, for the engagement of investors in addition to preparation of other transaction-related documentation,’ says the claimant in the court papers.

The advisers and other intermediaries were expected to share about Sh3 billion from the sale, including banks, brokers, lawyers, accountants and communication firms.

Mr Kwome alleges that after the transaction succeeded, Rock declined to discuss his commission, excluded him from correspondence and meetings, and initiated disciplinary proceedings intended to pressure him into abandoning the claim.

He further alleges that the company’s managing director indicated Rock would not honour its obligations and would seek to alter the Faida agreement to reduce the amount payable to Kwome. The allegations await trial.

He also claims that his exclusion from transaction discussions, refusal of his commission and subsequent disciplinary proceedings created conditions that forced him to resign.

Mr Kwome resigned after issuing a two-month notice dated April 27, 2026, saying the alleged hostile environment made continued employment untenable.

He asks the court to declare the non-payment a fundamental breach, award the claimed commission, grant 12 months’ salary for constructive dismissal, and preserve outstanding transaction funds pending determination.

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