Deal sheet
- Status
- Completed
- Parties
- Afro Nation, The Malachite Group, LN-Gaiety Holdings, Helios Fairfax Partners, Event Horizon Entertainment, Live Nation
- Amount
- Not disclosed. UK confirmation statements record share transfers without consideration, and no party has published a price. Helios Fairfax Partners Corporation's 2024 annual report discloses that during 2024 The Malachite Group agreed to acquire a significant equity interest in a company within the entertainment industry, and that its subsidiary HSEH gave the seller a deed of guarantee of USD 5.0m securing payment of a portion of the purchase consideration, receiving in return an option to subscribe for shares in The Malachite Group. The report does not name the company acquired. It could not be established that this is the AFRONATION LTD share purchase, and this record does not treat the USD 5.0m guarantee as the value of this transaction.
- Rights covered
- Equity in a festival operating company, not copyright. AFRONATION LTD (11814404) has 300 issued ordinary shares. The confirmation statement made up to 7 February 2024 records the holders as The Malachite Group Limited 180 and LN-Gaiety Holdings Limited 120, with Event Horizon Entertainment Ltd shown as having transferred 180 shares on 25 January 2024 and SMADE Entertainment Limited as having transferred 60 shares on 15 November 2023. The confirmation statement made up to 7 February 2025 records The Malachite Group Limited holding 300 and LN-Gaiety Holdings Limited holding nil, its 120 shares transferred on 26 September 2024. No master recording right, publishing right, catalogue interest or recording licence appears in any document checked. The separate financing layer is disclosed by Helios Fairfax Partners Corporation, which states that in 2023 its wholly owned Helios Sports and Entertainment Group, through its subsidiary HSEH, subscribed for preference shares in The Malachite Group carrying a fixed 12 per cent dividend compounding semi-annually, with a conversion feature into an equity interest on achieving a cumulative return target by November 2030. That is a preferred instrument with an equity conversion right, not a present shareholding recorded on the UK register.
- Territory
- United Kingdom. All four companies are registered in England and Wales: AFRONATION LTD (11814404), The Malachite Group Limited (15140056), LN-Gaiety Holdings Limited (05322257) and Event Horizon Entertainment Ltd (11798757). Helios Fairfax Partners Corporation is listed in Toronto, Canada. The festival brand itself trades internationally, and dissolved or liquidating sister companies were registered for Portugal and Puerto Rico editions, but the transaction recorded here is a transfer of shares in an English company.
- Announced
- 2024-09-16
- Primary document
- Regulatory filing
- Sources
- Companies House persons with significant control register for AFRONATION LTD (11814404), recording The Malachite Group Limited notified 25 January 2024 and LN-Gaiety Holdings Limited ceasing on 16 September 2024, read with the CS01 confirmation statements that carry the share register · AFRONATION LTD confirmation statement CS01 made up to 7 February 2024 with updates: full shareholder list showing Malachite 180, LN-Gaiety 120, Event Horizon 180 transferred 25 January 2024, SMADE 60 transferred 15 November 2023 · AFRONATION LTD confirmation statement CS01 made up to 7 February 2025 with updates: Malachite 300, LN-Gaiety nil, 120 shares transferred 26 September 2024 · PSC02 filed 25 January 2024 notifying The Malachite Group Limited at more than 50 per cent but less than 75 per cent · PSC05 filed 27 September 2024 raising The Malachite Group Limited to 75 per cent or more with effect from 16 September 2024 · PSC07 filed 27 September 2024 recording LN-Gaiety Holdings Limited ceasing as a person with significant control on 16 September 2024 · LN-Gaiety Holdings Limited PSC register: Live Nation (Music) UK Limited notified 6 April 2016, ceased 1 April 2025 · The Malachite Group Limited PSC register: Obi Peter Asika only, no relevant legal entity registered · The Malachite Group Limited officers: Faris Ibrahim Taha Ayoub with a Helios Investment Partners correspondence address · Helios Fairfax Partners Corporation 2024 annual report: preference shares in The Malachite Group, the Afro Nation purpose statement, the control statement and the USD 5.0m deed of guarantee · Event Horizon Entertainment Ltd charge 117987570001 created 31 May 2022, person entitled Helios Fairfax Partners Corporation, satisfied 18 June 2024 · Afronation Puerto Rico Ltd charge 122719640001 created 31 May 2022, person entitled Helios Fairfax Partners Corporation, satisfied 17 October 2025 · Event Horizon Entertainment Ltd LIQ02 statement of affairs as at 11 November 2025: deficiency as regards members GBP 3,662,192.14, largest creditor The Malachite Group Limited GBP 2,981,946.24 · Afronation Puerto Rico Ltd LIQ02 statement of affairs as at 11 November 2025: assets nil, deficiency as regards members GBP 81,993.28
Read this before citing: Two primary sources conflict and neither is treated here as settled. First, Helios Fairfax Partners Corporation's 2024 annual report states that The Malachite Group is indirectly controlled by Helios Fairfax Partners; the Companies House persons with significant control register for The Malachite Group Limited names only Obi Peter Asika, at more than 50 per cent but less than 75 per cent of shares and more than 25 per cent but not more than 50 per cent of voting rights, and records no relevant legal entity. Second, the same annual report states The Malachite Group was incorporated in the United Kingdom on 20 November 2023, while the Companies House register gives 15 September 2023. A third divergence is one of characterisation: the annual report describes the Afro Nation activities as previously a division of Event Horizon Entertainment Limited, whereas the register shows AFRONATION LTD as a separate company from 8 February 2019 in which Event Horizon held 180 of 300 shares and LN-Gaiety held 120. There is also a ten day gap inside AFRONATION LTD's own filings: the PSC07 reports LN-Gaiety ceasing to be a person with significant control on 16 September 2024, while the confirmation statement records the 120 shares as transferred on 26 September 2024. The transferee of SMADE Entertainment Limited's 60 shares on 15 November 2023 is not recorded. The size of the Helios preference share subscription in The Malachite Group is not separately disclosed. The festival's own website returned HTTP 403 to automated requests, so no operator statement from the brand itself was obtained.
