The Kenyatta Family-linked TV Africa and Southridge Holdings have lost a legal battle over four radio frequencies after failing to meet licensing and operational requirements, with the High Court backing the regulator’s decision to reclaim the unused spectrum.
The ruling by Justice Linus Kassan delivered a mixed result for the companies.
The judge found that TV Africa had indeed been entitled to challenge the revocation.
But that procedural victory could not overturn the regulator’s substantive decision.
The dispute began in 2021, when Southridge Holdings applied for four broadcasting frequencies.
They covered Lamu, Kwale, Narok, and Lodwar, with assignments of 89.5, 90.2, 93.8, and 93.3 MHz.
The Communications Authority conditionally approved the application, placing clear obligations on Southridge.
The company had to obtain a broadcasting licence and put the frequencies into operation.
It accepted those conditions and paid the required assignment fees.
Three years later, however, the frequencies remained unused, and Southridge had no broadcasting licence.
That failure eventually brought the companies into a bruising confrontation with the regulator.
Four Frequencies
The Authority first demanded compliance on July 5, 2023, after the prescribed period had expired.
It followed that warning with further reminders dated August 17 and August 31.
Southridge acknowledged its failure and asked for another year to operationalise the frequencies.
The Authority considered that request but declined to extend the compliance period.
On November 2, 2023, it revoked the assignments.
Southridge and TV Africa challenged the decision before the Communications and Multimedia Appeals Tribunal.
The Tribunal dismissed their appeal on September 6, 2024, prompting the companies to approach the High Court.
Their central argument was striking.
They claimed Southridge had effectively been absorbed into TV Africa, making a separate broadcasting licence unnecessary.
TV Africa already held a broadcasting licence, which the companies argued should cover the disputed operations.
But the High Court found little evidence supporting that position.
There was no merger agreement, court-sanctioned amalgamation, or formal transfer of regulatory rights.
Nor was there evidence that the Communications Authority had approved any substitution of the licence holder.
Separate Companies
Justice Kassan returned to one of company law’s oldest principles: separate corporate personality.
A subsidiary remains legally distinct from its parent, even when ownership and control overlap.
Therefore, TV Africa’s broadcasting licence remained personal to TV Africa.
It could not automatically satisfy licensing obligations imposed specifically upon Southridge.
The judge warned that accepting the companies’ argument could create serious regulatory problems.
Companies could otherwise restructure internally and transfer valuable regulatory privileges without oversight.
Such an outcome, the Court said, would undermine the statutory framework governing broadcasting.
The ruling also drew an important distinction between two regulatory authorisations.
A broadcasting licence permits an entity to provide broadcasting services under specified regulatory conditions.
A frequency assignment permits use of a particular spectrum under technical and operational requirements.
They are connected, but they are not interchangeable.
Southridge therefore could not rely on TV Africa’s licence without the Authority’s express approval.
The company’s own conduct further weakened its argument.
When Southridge sought an extension in August 2023, it did not claim that absorption had eliminated its licensing obligation.
Instead, it acknowledged the frequencies remained unoperational and requested more time.
That conduct suggested the company itself understood that the original conditions remained binding.
Fair Hearing
The companies also mounted a constitutional challenge against the revocation process.
They argued that the Authority violated Article 47 by failing to provide a formal oral hearing.
They wanted an opportunity to make representations, attend proceedings and cross-examine witnesses.
The Court rejected that argument, stressing that procedural fairness depends upon context.
An administrative decision does not automatically require a courtroom-style hearing.
In this dispute, the decisive facts were largely documentary and undisputed.
Southridge did not possess the required broadcasting licence.
It had also failed to operationalise the assigned frequencies within the prescribed period.
The company’s correspondence had acknowledged those failures.
The Authority had also repeatedly notified Southridge and invited it to regularise its position.
The judge therefore found that Southridge had received meaningful notice and an opportunity to respond.
“The Act does not make an oral hearing a universal prerequisite,” Justice Kassan observed.
The Court similarly rejected the demand for cross-examination.
There were no disputed witnesses whose credibility needed testing.
The Authority relied principally upon its records, the assignment conditions and correspondence.
Consequently, the absence of a trial-style hearing did not make the decision procedurally unfair.
Spectrum Battle
The Court also rejected the argument that revocation was unreasonable.
Southridge had received the frequencies in May 2021 and still had not complied more than two years later.
It had neither secured the mandatory broadcasting licence nor operationalised the assigned spectrum.
Its request for another year came without evidence that it had addressed the primary licensing problem.
The Authority was therefore entitled to consider whether keeping the frequencies reserved remained justified.
That question carried wider public significance.
Radio spectrum is a scarce national resource, not private property belonging permanently to individual broadcasters.
The regulator has a statutory responsibility to ensure that spectrum is efficiently allocated and utilised.
Leaving frequencies dormant could prevent other broadcasters from accessing the same limited resource.
The Court consequently found the revocation rationally connected to the Authority’s regulatory mandate.
There was, however, an important twist concerning TV Africa’s right to challenge the decision.
The Tribunal had found that TV Africa lacked locus standi because it was not the direct assignee.
Justice Kassan disagreed.
TV Africa had sufficient commercial and corporate interests in the dispute to qualify as an aggrieved party.
But that finding did not give TV Africa substantive rights over Southridge’s frequencies.
In effect, the company had the right to challenge the decision without having the right to win.
The High Court therefore dismissed the appeal and upheld the Tribunal’s decision.
It also affirmed the Authority’s November 2, 2023, revocation of the four assignments.
TV Africa and Southridge were ordered to bear the appeal’s costs jointly and severally.
The ruling now sends a clear message across Kenya’s broadcasting industry.
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Corporate restructuring cannot quietly transfer regulatory rights from one company to another.
Neither can a valuable spectrum assignment be treated as a permanent corporate asset.
For broadcasters, the lesson is stark.
Regulatory conditions accepted today can become tomorrow’s most consequential legal obligations.
And when scarce public spectrum remains unused, the regulator can reclaim it.
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