Africori Appears Twice in the Schedule of Music Licences Sold With MixRadio. Clause 12.1 Assigned Both to LINE by Operation of the Contract, and Fifteen Months Later the Buyer Wrote the Music Rights Off in Full

Deal sheet

Status

Established as to the documents, and deliberately limited as to their effect. The existence, dates, titles and one-line purposes of the Africori, Electromode and SAMRO licences are established from the face of Schedule 7 Part 3 of a contract filed as an exhibit to a registration statement. The assignment mechanism is established from clause 12.1. The deduction of rights holder money from the price is established from clause 6.1. The two different accrual bases for majors and independents are established from Schedule 9. Completion on 16 March 2015, the consideration actually paid, the music rights intangible and its full write-off are established from LINE Corporation's audited and interim financial statements in the same F-1. The incorporation of the UK vehicle on 1 December 2014, its renaming in March 2015 and its dissolution on 20 May 2020 are established from the UK register.

Not established, and not asserted: what the Africori and Electromode licences actually covered, which recordings or artists were in scope, whether either licence was Assignable or Non-Assignable, whether consent was sought, whether either licence survived the abandonment of the business in March 2016, and whether either company was ever paid what the schedule says was accrued to it. The agreement is the only version of these facts available on the public record, and it is the buyer's and seller's version.

Type

Acquisition, Licensing

Parties

Africori, Electromode, Microsoft Mobile Oy, LINE Corporation, MixRadio Limited

Amount

USD 40,000,000 (the defined "Purchase Price" in clause 1, before the deductions required by clause 6.1). LINE Corporation's audited accounts separately record total consideration of 2,299,444 thousand yen paid in cash on 16 March 2015, plus liabilities assumed of 2,095,184 thousand yen. The two figures are not reconciled in any filing read by this desk. See the caveat field.

Rights covered

NO OWNERSHIP OF ANY MASTER RECORDING OR MUSICAL WORK CHANGED HANDS BETWEEN THE AFRICAN PARTIES AND ANYONE. This is the transfer of a LICENSEE's position, not of a catalogue.

WHO HELD WHAT. Africori and Electromode (Pty) Ltd were LICENSORS. Microsoft Mobile Oy was the LICENSEE. Under clause 12.1 the benefit of each Assignable Contract was assigned by the Seller to the Buyer or Nominated Buyer Company with effect from the Effective Time, by operation of the agreement itself. LINE Corporation, or a Nominated Buyer Company, therefore became the LICENSEE in Microsoft's place. Africori and Electromode continued to OWN or CONTROL whatever they owned or controlled before, and this desk makes no claim about what that was.

THE THREE RECORDING LICENCES LISTED, VERBATIM FROM SCHEDULE 7 PART 3B. (1) "Africori / Digital Music License Agreement / 13/08/2013 / Auto renew / Digital Music License to sell mp3 tracks & albums on Nokia Music Store". (2) "Africori / Content License Agreement for Radio Service / 13/08/2013 / Auto renew / To exploit and sublicense audio recordings and related content for use on Nokia Mix Radio streaming service." (3) "Electromode (Pty) Ltd. / Digital Music License Agreement & One Amendment / 26/01/2012 / Auto renew / Digital Music License to sell mp3 tracks & albums on Nokia Music Store".

DOWNLOAD VERSUS STREAMING, A REAL DISTINCTION. Africori granted both a download licence for the Nokia Music Store and a content licence for the Nokia Mix Radio streaming service, and the streaming row expressly includes the right to SUBLICENSE. Electromode granted a download licence only: the string "Electromode" appears exactly once in the whole document, in the download table, and nowhere in the Content License Agreement for Radio Service table. Africori is the only sub-Saharan African counterparty in Part 3B with a row in the streaming list.

OTHER AFRICA-LINKED COUNTERPARTIES IN PART 3B, DOWNLOAD ONLY. "ALTIUS Trading 437 PTY Ltd (aka Bozza)" (30/11/2011), "Exact Mobile (PTY) LTD" (08/06/2010), "Matchboxology – (Song King)" (25/08/2010) and "Lusafrica" (30/09/2008) each appear once, each with a Digital Music License Agreement for the download store, and none appears in the streaming table.

MENA COUNTERPARTIES, FOR CONTRAST. "Rotana Audiovisual Company" holds five recording rows, including "Content License Agreement for Radio Service MENA" and "Content License Agreement for Radio Service ex MENA", plus an Indian-region Nokia Music Unlimited licence. "Qanawat-FZ, LLC" holds a streaming content licence recorded as having ended 5/16/2014 with "extension process ongoing", plus an Indian-region download licence.

THE PUBLISHING SIDE: SAMRO. The music publishing licence table in the same schedule lists four SAMRO entries: "SAMRO Agreement music publishing license 13/08/2009 31/12/2014", and amendments dated 09/06/2011, 15/09/2011 and 15/06/2012, all with an end date of 31/12/2014. "Rotana Publishing SARL Agreement music publishing license 13/03/2013 30/06/2015 & rolling" sits immediately above them. Several European society entries in the same table carry explicit renewal language, for example SIAE "31/12/2014 & renew" and Sociedade Portuguesa de Autores "31/12/2014 & renew", while the four SAMRO rows and the ZAiKS row carry a bare end date with no renewal wording on the face of the schedule. This desk reports the wording and does not infer from it that any licence actually lapsed.

HOW RIGHTS HOLDERS WERE PAID, PER SCHEDULE 9. Majors and independents were accrued on different bases. "Mix Radio Major Labels" liability is "the total sum across countries and months of (monthly device volume) times (per device minimum fee) times (major label activity ratio)". "Mix Radio Indie Labels – Incurred Costs" liability is "the total sum across countries and months of (monthly plays) times (per play fee) times (indie label activity ratio)". Publishers were split into per-play and per-device buckets.

WHAT THE BUYER BOOKED. LINE Corporation recognised a separate intangible asset class called "Music rights" at a fair value of 543,292 thousand yen on acquisition, alongside Technology 845,121, Trademarks 156,951, Customer relationships 108,658 and other intangibles 3,665 thousand yen. It then wrote the music rights off in full at 446,408 thousand yen.

Territory

NOT STATED FOR THE SALE ITSELF. The agreement contains no territorial limitation on the sale of the business. It is a sale of a business as a going concern by a Finnish seller to a Japanese buyer, governed by the clauses of a single agreement, with a UK vehicle in the structure.

AFRICAN TERRITORY REFERENCES THAT ARE IN THE DOCUMENT. South Africa appears in the list of jurisdictions where the parties agreed the Acquired Rights Directive or similar law does not apply to the transfer, alongside Brazil, China, France, Germany, India, Indonesia, Italy, Russia, Spain, Turkey, the UAE and the USA. Four South African trade mark applications for MIXRADIO AND DESIGN, numbers 2014/04,019, 2014/04,974, 2014/04,975 and 2014/04,976, all filed 14 February 2014, are listed in Schedule 7 Part 1 as registered intellectual property transferring with the business. One transferring employee, number 235 in Schedule 6, is listed as "Entertainment Manager – SEA Africa / South Africa / Johannesburg".

TERRITORY OF THE AFRICAN LICENCES THEMSELVES: NOT ESTABLISHED. Schedule 7 Part 3 is a schedule of parties, agreement titles, dates and one-line purposes. It carries no territory column. The underlying Africori and Electromode licences are not reproduced in the exhibit, so this desk cannot say whether either was worldwide, African-only or otherwise limited, and does not guess. By contrast the schedule does name territory for some other counterparties, for example Rotana MENA and ex-MENA and the Indian-region Nokia Music Unlimited rows, which shows that territory was recorded where the parties chose to record it.

NOT TRANSFERRING. The agreement expressly provides that China music licence liabilities up to 31 December 2014 do not transfer to the Buyer.

Announced

2014-12-18

Primary document

Regulatory filing

Sources

LINE Corporation Form F-1, Exhibit 10.5: BUSINESS SALE AGREEMENT dated 18 December 2014 between Microsoft Mobile Oy and LINE Corporation, filed with the SEC on 10 June 2016. Downloaded in full and read directly on 24 October 2026 (HTTP 200, 2,293,227 bytes). Schedule 7 Part 3 is the schedule of music licences; Schedule 9 is the schedule of music licence liabilities. · LINE Corporation Form F-1, filed 10 June 2016, downloaded in full on 24 October 2026, HTTP 200, 4,459,635 bytes, 113 occurrences of MixRadio. Note 30 Business Combinations: acquisition from Microsoft Mobile Oy on 16 March 2015, total consideration 2,299,444 thousand yen paid in cash, identifiable intangibles Technology 845,121, Music rights 543,292, Trademarks 156,951, Customer relationships 108,658, other 3,665, liabilities assumed 2,095,184, total identifiable net assets negative 398,177, goodwill 2,697,621, transaction costs 74,029 thousand yen expensed. Note 31 Principal Subsidiaries: MixRadio Limited, United Kingdom, 100 per cent at both 31 December 2014 and 2015, footnote "LINE (UK) Limited was renamed to MixRadio Limited in March 2015"; MIXRADIO ENTERTAINMENT INDIA PRIVATE LIMITED, 99 per cent, established by MixRadio Limited in December 2015. Board approved abandonment February 2016, effective 21 March 2016; impairment charges of 4.6 billion yen in the quarter ended 31 December 2015; full write-off of goodwill 2,691,671, software 709,287, music rights 446,408, other intangibles 217,963 and property and equipment 54,407 thousand yen; loss from discontinued operations net of tax 7,587,997 thousand yen in 2015 and 1,640 million yen in the first quarter of 2016; restructuring costs 1,183 million yen employee termination and 127 million yen office lease termination; cash outflow 2,927 million yen net of cash acquired; a 16,000 million yen loan from Japanese financial institutions partly to finance the acquisition; income tax benefits 3,915 million yen for 2015 and 857 million yen for the first quarter of 2016 relating to losses at MixRadio Limited; audit report of PricewaterhouseCoopers Aarata dual dated 15 April 2016 except for the MixRadio discontinued operation accounting, as to which the date is 25 May 2016. · UK Companies House record for MIXRADIO LIMITED, number 09335334, read directly 24 October 2026, HTTP 200: incorporated 1 December 2014, previous name LINE (UK) LIMITED for the period 1 December 2014 to 19 March 2015, registered office 15 Canada Square London E14 5GL, status Dissolved, dissolved 20 May 2020, last accounts made up to 31 December 2015, SIC 59111 motion picture production activities and 63990 other information service activities not elsewhere classified. · UK Companies House name search, read directly 24 October 2026, HTTP 200: four candidates on the Africori name, namely AFRICORI LIMITED 07860646 incorporated 25 November 2011, AFRICA MUSIC INTERNATIONAL LTD 08586320 previously AFRICORI (INTERNATIONAL) LTD incorporated 26 June 2013, AFRICA MUSIC (UK) LTD 08586857 previously AFRICORI (UK) dissolved 5 April 2022, and AMR CAPITAL LTD 08586164 previously AFRICORI CAPITAL dissolved 26 October 2021. Used to establish that the schedule's bare counterparty name "Africori" cannot be resolved to one registered entity. · UK Companies House name search, read directly 24 October 2026, HTTP 200: returns ELECTROMODE LIMITED 03298965 dissolved 4 November 2011, ELECTROMODE MUSIC LIMITED 04110859, ELECTROMODE PUBLISHING LIMITED 04662370 and MURLEY ELECTRICAL LIMITED 02631428 previously ELECTROMODE. No (Pty) Ltd on the UK register, consistent with the counterparty being South African and therefore outside any register this desk could reach. · UK Companies House name search, read directly 24 October 2026, HTTP 200: MIXRADIO LIMITED 09335334 dissolved 20 May 2020, and an unrelated MIX RADIO LIMITED 12706387 in Aylesbury dissolved 22 June 2021. · SEC EDGAR full text search, queried directly on 24 October 2026, HTTP 200: six hits, of which the LINE Corporation DRS/A of 16 July 2015 and Form F-1 of 10 June 2016 are the only ones placing the name Africori inside a filed contract. This is how the schedule was found. · SEC EDGAR full text search, queried directly 24 October 2026, HTTP 200: 65 hits, including LINE Corporation 6-K and 20-F filings and SEC comment letter correspondence of 2016. · The earlier version of the same exhibit, filed with LINE's DRS/A on 16 July 2015. NOT RETRIEVED. Three attempts on 24 October 2026 returned HTTP 503 with an SEC maintenance notice. The 2015 and 2016 versions could therefore not be compared for redactions. Recorded as a failed check, not as a source.

Read this before citing: WHAT THE PRIMARY DOCUMENT IS. Exhibit 10.5 to LINE Corporation's Form F-1, filed with the SEC on 10 June 2016, is a BUSINESS SALE AGREEMENT dated 18 December 2014 between "(1) Microsoft Mobile Oy, a company registered in Finland under number 2583660-5 whose registered office is at Keilaranta 7, 02150, Espoo, Finland ('the Seller')" and "(2) LINE CORPORATION, a company incorporated in Japan having its principal office at Shibuya House, 27th Floor, 2-21-1 Shibuya, Shibuya-ku, Tokyo, 150-8510, Japan ('the Buyer')". This desk downloaded it in full on 24 October 2026, HTTP 200, 2,293,227 bytes, 408,423 characters of extracted text, and searched and read it directly. It is not a summary of the agreement. It is the agreement.

THE CENTRAL CONTRADICTION, STATED NOT SMOOTHED. Clause 1 defines "Purchase Price" as US$40,000,000. LINE's audited consolidated financial statements in the same filing state that the Group acquired MixRadio on 16 March 2015 and that "The Group paid 2,299,444 thousand yen in cash", with total consideration of 2,299,444 thousand yen against liabilities assumed of 2,095,184 thousand yen and goodwill of 2,697,621 thousand yen. These two figures cannot be reconciled from the public record. The contract's own clause 6.1 explains why they need not match, because the Purchase Price is only the starting point before Restructuring Costs, the Estimated Employee Liability Amount and the Estimated Music Licence Liability Amount are deducted and the Assumed Liabilities are added. But no filing read by this desk discloses the value of any of those deductions, so the gap cannot be closed with documents. Adding the cash paid to the liabilities assumed produces a figure in the same region as US$40,000,000 at prevailing rates, and this desk notes that only as arithmetic on two disclosed numbers, not as a reconciliation the documents perform. Anyone reporting "Microsoft sold MixRadio for forty million dollars" is quoting a defined term, not a price paid.

A SECOND DATE DISCREPANCY. The agreement is dated 18 December 2014. LINE's accounts date the acquisition to 16 March 2015. These are the signing date and the completion date of the same transaction and are not in conflict, but they are routinely conflated, and this record keeps them apart. The announced date on this record is the agreement date.

THE SEVENTEEN DAY VEHICLE. The UK register records MIXRADIO LIMITED, company number 09335334, as incorporated on 1 December 2014 under the name LINE (UK) LIMITED, carrying that name until 19 March 2015, registered office 15 Canada Square, London E14 5GL, dissolved 20 May 2020, last accounts made up to 31 December 2015. LINE's F-1 footnote states that "LINE (UK) Limited was renamed to MixRadio Limited in March 2015". Incorporation therefore precedes the agreement date by seventeen days and the renaming follows completion by three days. The agreement repeatedly contemplates a "Nominated Buyer Company" taking the assignment instead of the Buyer, and the timing is consistent with this entity being it. THAT IS NOT ESTABLISHED. The agreement does not name the Nominated Buyer Company, and no filing read by this desk identifies it. This record states the two sets of dates and does not join them.

NOT ESTABLISHED: WHICH AFRICORI ENTITY. The schedule names the counterparty as "Africori", with no company number, no jurisdiction and no legal suffix. The UK register returns four candidates on that name: AFRICORI LIMITED, number 07860646, incorporated 25 November 2011 and still active; AFRICA MUSIC INTERNATIONAL LTD, number 08586320, previously AFRICORI (INTERNATIONAL) LTD, incorporated 26 June 2013; AFRICA MUSIC (UK) LTD, number 08586857, previously AFRICORI (UK), dissolved 5 April 2022; and AMR CAPITAL LTD, number 08586164, previously AFRICORI CAPITAL, dissolved 26 October 2021. A separate South African entity, Africori SA PTY LTD, is named in Warner Music Group's subsidiary schedules. Three of the four UK candidates existed on 13 August 2013, the effective date in the schedule. This desk cannot say which entity granted either licence and does not pick one. The deal party on this record is the Africori directory entry, which is the group, not a specific registered company.

NOT ESTABLISHED: THE ELECTROMODE REGISTRATION. The counterparty is named "Electromode (Pty) Ltd.", which on its face is a South African private company. South Africa's CIPC publishes no public API and no free public search this desk could reach, so the registered particulars could not be verified. The UK register was checked and returns ELECTROMODE LIMITED (03298965, dissolved 4 November 2011), ELECTROMODE MUSIC LIMITED (04110859), ELECTROMODE PUBLISHING LIMITED (04662370) and a renamed electrical company, none of which is a (Pty) Ltd and none of which is asserted here to be the counterparty.

NOT ESTABLISHED: WHETHER AFRICORI OR ELECTROMODE WAS TOLD. Clause 12.1 makes the agreement itself the assignment of the benefit of each Assignable Contract, with no requirement of licensor consent or notice for that category. Clause 12.9 provides a consent and novation route for Non-Assignable Contracts, with a three month deadline from Completion after which the contract could be terminated and treated as an Excluded Asset. Schedule 7 Part 3 does not say which licences were in which category, and no document read by this desk records any notice to, consent from or communication with either African company. The absence of a record is not evidence that no notice was given.

THE SCHEDULE 9 WORKED EXAMPLES ARE NOT RATES. Schedule 9 contains worked examples expressly flagged "Worked Examples (numbers are examples only)". They include a majors figure of 500 devices times 0.60 euro times 70 per cent, an indies figure of 21,518 plays times 0.00160 euro times 19 per cent, and an India Nokia Music Unlimited split of 88 per cent label and 12 per cent publisher. This record does NOT report any of these as an actual per-play rate, an actual per-device fee or an actual revenue share, because the document says they are illustrative. Anyone quoting 0.00160 euro per play as MixRadio's independent label rate is quoting an example.

AN UNEXPANDED PARTY. Schedule 9 refers to "the per device publisher (i.e. WC)". The initials WC appear exactly once in the document and are never expanded. This desk does not guess which company is meant.

MAJORS VERSUS INDEPENDENTS IS A SCHEDULE HEADING, NOT A MAPPING. Schedule 7 Part 3 is divided into "Part 3A, Major Music Licences" and "Part 3B, All other Music Licences". Schedule 9 separately uses the categories "Major Labels" and "Indie Labels". Nothing in the agreement formally maps one onto the other. The defensible statement, and the only one made here, is that Africori and Electromode appear in the part of the schedule NOT headed "Major Music Licences", and that the agreement accrues money to majors and to independents on different bases. It does not follow that these two companies were paid on the per-play basis, and that is not claimed.

PART 3A, FOR COMPLETENESS. Every occurrence in the document of "Sony Music Entertainment" (31), "Warner Music" (19), "Universal Music" (4), "EMI" (2) and "WMI" (1) falls inside Schedule 7 Part 3. Two Part 3A rows are of African interest: a Sony "Sixth Amendment to the Digital Sales Agreement", described as a six month term for Brazil, Turkey and South Africa, signed 30.09.2010; and a Warner Music Inc. "Amendment 5 to Digital Sales Agreement", described as a fifth amendment to CWM for a six month term for Brazil, Turkey and South Africa, signed 01.09.2010.

SCALE, SO THE AFRICAN SHARE IS NOT OVERSTATED. This desk parsed 287 distinct counterparty strings out of Schedule 7 Part 3, across 352 rows titled Digital Music License Agreement and 259 rows titled Content License Agreement for Radio Service. Of those 287 counterparties, the Africa-registered or Africa-dedicated ones are Africori, Electromode (Pty) Ltd., ALTIUS Trading 437 PTY Ltd (Bozza), Exact Mobile (PTY) LTD, Matchboxology (Song King) and Lusafrica, with Rotana Audiovisual Company and Qanawat-FZ, LLC in the Middle East and North Africa. That is a small minority of a global list, and the significance of this record is structural, not proportional.

WHAT WAS CHECKED AND CAME BACK EMPTY OR BLOCKED. The earlier version of the same exhibit, filed with LINE's DRS/A on 16 July 2015 at accession 0001193125-15-254631, could not be retrieved: three attempts returned HTTP 503 and the SEC served a maintenance notice reading "This page is temporarily unavailable. SEC.gov is undergoing maintenance", so this desk could not compare the 2015 and 2016 versions for redactions or differences. The site's own EDGAR command, wp afw-capital search, returned zero hits for every query tried including bare single words, while a direct request to the same EDGAR full text search endpoint returned results, so the queries in this investigation were run directly against the endpoint and the site command appears to be over-filtering. The MLC public API at api.themlc.com was unreachable (HTTP 000), ASCAP returned HTTP 403, PRS returned HTTP 404 and BMI served a bot challenge, so no publishing registry could be used to test what SAMRO, Africori or Electromode controlled. No public acknowledgement by Africori or by Electromode of the MixRadio transfer was found. South Africa's CIPC has no public API.

NOT A CATALOGUE SALE. Nothing in this record moves ownership of a master recording or a musical work. A reader who takes this as Microsoft or LINE acquiring African catalogue has misread it. What a foreign buyer acquired was the position of licensee, and what the African licensors acquired was a new counterparty they did not choose.