On 31 May 2024, UMG SPV Holdings Limited acquired 100 per cent of the issued share capital of Mavin Global Holdings Limited, the England and Wales company that sits above the Lagos label Mavin Records. That is not an inference drawn from the size of a stake. It is a statement in Mavin’s own audited group accounts for the year ended 31 December 2024, filed at Companies House on 18 August 2025 and signed off with a clean, unqualified audit opinion.
The wording in the accounts is flat: “On 31 May 2024, the company became a subsidiary of Universal Music Group when UMG SPV Holdings Limited acquired 100% of the issued share capital of the company.”
That is a different sentence from the one the market was given. Universal Music Group announced the transaction on 26 February 2024 as “a majority investment”, subject to regulatory approval and expected to close “by the end of Q3 2024”. The filings put completion four months ahead of that guidance, and describe a whole company rather than a majority of one.
What actually changed hands#
Shares, not songs. This was a purchase of a holding company, not an assignment of masters or copyrights. No individual recording changed owner on 31 May 2024. The company that holds them did, and everything inside it moved with the share transfer.
The accounts name exactly one subsidiary undertaking: MG Entertainment Nigeria Limited, incorporated in Nigeria, held at 99.9 per cent through ordinary shares, registered at Banana Island, Ikoyi, Lagos, with a principal activity of the production and exploitation of sound recordings. Two companies, one in London and one in Lagos. That is the whole group.
Three relationships get flattened in most coverage. Universal now owns the Mavin companies. Virgin Music Group, Universal’s own independent services arm, distributes Mavin’s repertoire internationally, a relationship Universal’s announcement described as already in place before the deal, “distributed internationally [ex-Africa] through Virgin Music Group”. Distribution is a contract for getting recordings to market. Ownership is title. The share purchase changed the second, and the documents reviewed say nothing about it changing the first. The accounts do not break turnover down by whether a right is owned outright, administered on someone else’s behalf, or licensed in.
The chain of control, link by link#
The buyer is a purpose-built vehicle. UMG SPV Holdings Limited, number 15399764, was incorporated on 9 January 2024 at 4 Pancras Square, London, under the activity code for holding companies not elsewhere classified, seven weeks before the transaction was announced.
Its own persons with significant control register names Universal Music Holdings Limited, number 05344517, notified on the day the vehicle was incorporated, at 75 per cent or more of shares and voting rights with the right to appoint or remove directors. Universal Music Holdings Limited in turn reports Universal Music Group N.V. of Hilversum as its person with significant control, notified on 21 September 2021, the same day Vivendi SE ceased. The accounts close the loop from the other end: the ultimate parent company and controlling party is Universal Music Group N.V., incorporated and domiciled in the Netherlands.
Nigeria’s Federal Competition and Consumer Protection Commission published the parties’ own merger notification on 2 April 2024, filed on 27 March. It describes the “proposed acquisition of sole control of Mavin Global Holdings Limited by Universal Music Holdings Limited (through its subsidiary, UMG SPV Holdings Limited)”. Two registries in two jurisdictions, describing the same chain in the same order.
One day, one batch of filings#
The change of control was executed as a single sweep. On 5 June 2024, Companies House received a PSC02 notifying UMG SPV Holdings Limited as a person with significant control; three PSC07 cessations, for Michael Collins Ajereh, the producer known as Don Jazzy, and for David Bonderman and James George Coulter, the two TPG founders, both of whom had held their interest as a member of a firm; four director and officer terminations; two director appointments; and an AD01 moving the registered office from a formation agent address at 27 Old Gloucester Street to 4 Pancras Square, Universal’s London home.
The incoming directors are not independents. Simon Lloyd Carmel holds 64 UK appointments, including a directorship of Universal Music Holdings Limited since 31 March 2017. Paul Samuel Kramer holds 29, all of them Universal or EMI entities. Kramer signed the 2024 accounts.
The price is not disclosed, and this desk will not guess it#
No consideration for the shares appears in the register, the accounts or the merger notification. The accounts do disclose three adjacent cash figures, none of which is the purchase price. On 22 February 2024 the company bought back 257 of its own Series B preferred shares for 1,156,500 US dollars. On 30 May 2024 it issued 347 new ordinary shares at 5,000 US dollars each. A one-off payment of 231,404 US dollars was made for the surrender of share options in connection with the acquisition.
Multiplying the subscription price by the share count would not give a valuation. A subscription for fresh equity is money going into the company, not to sellers, and the option surrender implies a per share figure many times higher. The two cannot be reconciled. The price is not disclosed.
The open question about Kupanda#
Universal’s announcement said that “TPG has fully exited the business, while Kupanda Capital will remain a minority investor and strategic adviser”. The accounts say 100 per cent of Mavin Global Holdings Limited was acquired, and the only non-controlling interest anywhere in the consolidated balance sheet is negative 36 US dollars, which corresponds to the 0.1 per cent of the Nigerian company that the group does not hold.
Several things could reconcile that, and the documents do not settle which. A shareholder below 25 per cent never appears on a PSC register, so the register alone proves nothing either way. Universal Music Holdings Limited is recorded at 75 per cent or more of the acquiring vehicle, leaving up to a quarter of it below the disclosure threshold. “Ceased to be a person with significant control” means dropping below a threshold, not necessarily walking away. One detail sits in the related party note without a name attached: advisory services were provided by a shareholder totalling 475,000 US dollars in 2024, up from 300,000. The accounts do not identify that shareholder and neither will we.
Note also that “sole control” in a merger filing is a competition law term. It means one party controls alone rather than jointly, and it is compatible with a minority holder who has no veto. The 100 per cent figure comes from the accounts, not from the regulator.
What the numbers say about the business bought#
Group turnover rose to 33,296,900 US dollars from 30,952,002, but the mix moved more than the total. Digital and publishing revenue fell to 20,113,275 from 21,588,447. Touring and booking rose to 10,332,966 from 7,688,239. Ancillary income rose to 2,850,659 from 1,675,316. In the year Mavin was sold, its recorded music and publishing line went backwards and live work carried the growth.
The group reported an operating loss of 8,633,465 US dollars against a profit of 2,186,624 the year before, almost entirely because of 6,356,640 in exceptional items, of which 6,125,236 was professional fees in connection with the acquisition. Net assets fell from 11,821,610 to 4,352,492. Cash fell from 7,397,369 to 5,399,805. The group employed 81 people, down from 87.
One figure deserves care. Turnover by destination puts 18,795,733 US dollars in the United Kingdom against 11,554,772 in the rest of the world. That is where the paying counterparty sits, not where the listeners are. Nigerian music routinely earns through London-registered entities.
What this means for artists#
A share sale does not rewrite your contract. If you were signed to a Mavin company on 30 May 2024, you were signed to the same company on 1 June, on the same terms. Nothing in these filings changes a royalty rate or a term length. What changed is who owns your counterparty, and therefore whose process governs an audit request, a release approval or an escalation. That is a real change even when the paper is identical.
Second, notice who got paid at completion and who did not. A 231,404 US dollar payment settled surrendered share options for a departing director. Equity holders are cashed out when a company is sold. Royalty participants are not, because a royalty right is a contractual claim on income, not a share in the business. Artists almost always hold the second and almost never the first. If you want exposure to the upside of the company you helped build, that has to be negotiated in as equity, in writing, before there is a buyer at the table.
Third, read the filings rather than the announcement. “A majority investment” and “100 per cent of the issued share capital” may both be accurate, but they are not the same thing, and the second appeared fifteen months later in a document that carries an auditor’s signature.
What could not be established#
The price paid to selling shareholders. Whether Kupanda Capital retains any economic interest, and if so in which entity. Whether any co-investor sits in the undisclosed portion of the acquiring vehicle; no document reviewed names one, and this desk asserts none. The contents of the catalogue, which the accounts do not itemise, and the split between rights owned, administered and licensed. Nigeria’s corporate registry publishes no public API, so MG Entertainment Nigeria Limited could be confirmed only from the UK accounts naming it.
The underlying filings, with retrieval dates and caveats, are set out in this desk’s deal record for the Mavin acquisition.
