Deal sheet
- Status
- SATISFIED IN FULL ON 12 JUNE 2026. The form MR04 was received for filing on 12 June 2026 under barcode XF424ZII. It records satisfaction "In full" and was delivered by COUTTS & COMPANY of 440 STRAND, LONDON, ENGLAND, WC2R 0QS, in the stated interest of CHARGE HOLDER. That is the lender signing off its own security, which is the ordinary way a discharged charge is cleared.
THIS IS THE ONLY CHARGE EVER REGISTERED AGAINST THE COMPANY. The charges register for 07423466 shows one charge, outstanding none, satisfied one, part satisfied none.
THE SECURITY SECURED NOTHING AT THE BALANCE SHEET DATE. Note 10 of the audited accounts to 31 December 2024 states: "The company has a mortgage debenture in place. No borrowings were drawn or outstanding during the year, and the debenture did not secure any liabilities at the reporting date." On the company's own audited statement, this was a standing facility rather than a loan raised against the Fela catalogue. Any claim that the Fela masters were mortgaged to raise cash in 2024 is not supported by the accounts.
HOW THE COMPANY WAS ACTUALLY FUNDED. The going concern note to the same accounts records net liabilities of 650,152 pounds (2023: 236,274 pounds) and support from "loans from related parties of 5,790,088 pounds (2023: 1,426,270 pounds)". Note 6 records amounts owed to participating interests of 6,762,160 pounds (2023: 826,154 pounds). Note 11 records that 972,072 pounds owed to Kalakuta Sunrise LLC was written off on 30 September 2025. The financing was intra-group, not bank debt.
THE LICENCE CARRIES NO BOOK VALUE. There is no intangible fixed asset on either balance sheet. Tangible assets at 31 December 2024 were 38,690 pounds (2023: 24,570 pounds), being fixtures and equipment. The asset Coutts took a fixed charge over is carried at nothing.
FIRST YEAR OF AUDIT, AND THE OPINION IS QUALIFIED. Note 9 records a qualified opinion from MGR Weston Kay LLP. The stated basis: "We were not able to obtain sufficient audit evidence in respect of both opening and closing stock. This was due to it being the first year of audited accounts to be prepared and there being too longer duration between the year end and the audit work being started." Signed by Sarah Yardley BSc ACA as senior statutory auditor. The auditor's address on the report, 55 Loudoun Road, St John's Wood, London NW8 0DL, is also the company's registered office. The income statement was not delivered to the registrar, under section 444.
FY2025 IS NOT YET FILED. The next accounts, for the period to 30 December 2025, were shown as due on 30 December 2026 and had not been filed at the date of checking. The year in which the charge was discharged is therefore not yet covered by filed accounts.
- Type
- Investment
- Parties
- Kalakuta Sunrise Limited, Coutts & Company
- Amount
- Not disclosed
- Rights covered
- A FIXED CHARGE OVER A LICENCE, NOT A TRANSFER OF IT. The registered instrument takes security. It does not move ownership of anything. The Fela Anikulapo-Kuti master recordings continue to be owned by the Estate of Fela Anikulapo-Kuti, and Kalakuta Sunrise Limited continues to hold them under exclusive licence. Nothing in this charge changes either of those positions.
WHAT CLAUSE 1.9 CHARGED. "By way of fixed charge all Intellectual Property Rights choses in action licences and claims of the Company present and future." The instrument defines Intellectual Property Rights to "include (without limitation) all rights in patents inventions copyrights design rights trademarks service marks database rights confidential information know-how domain names and business names". Copyright is named. Licences are named in the charging clause itself. The exclusive Fela masters licence is the company's principal asset and falls inside that wording.
WHAT CLAUSE 1.11 ADDED. A floating charge over all the undertaking, property and rights of the company not effectively charged by the fixed charges. The Companies House register entry summarises the instrument as containing a fixed charge, containing a floating charge, the floating charge covering all the property or undertaking of the company, and containing a negative pledge.
THE RESTRICTIONS, WHICH ARE THE REAL BITE. Clause 2.1.1 prohibits creating any further mortgage, charge or lien over the charged property without the bank's written consent. Clause 2.1.2 prohibits disposing of the property charged by clauses 1.1 to 1.10, which includes the intellectual property and licences charged by clause 1.9, without the bank's prior written consent. For the period the charge was live, the licence could not be sold, sub-assigned away or further encumbered without Coutts agreeing.
THE ENFORCEMENT MACHINERY, NEVER USED. Clause 6 provides for notice of crystallisation of the floating charge. Clauses 7.3 and 7.4 permit the bank to appoint a receiver or an administrator. Clause 8.1.4 permits a receiver to sell or otherwise dispose of the charged property. Clause 9 grants the bank an irrevocable power of attorney. No evidence of enforcement, crystallisation, receivership or administration was located, and the company remained active on the register.
NOT A PUBLISHING DEAL, NOT A DISTRIBUTION DEAL. No publisher, administrator, distributor or digital service is party to this instrument. Coutts & Company is a bank. It is the secured party and nothing else.
- Territory
- ENGLISH LAW, CORPORATE SCOPE, WORLDWIDE ASSET.
Clause 14 of the instrument makes it governed by English law. The charge was created under the Companies Act 2006 and registered at Companies House in Cardiff. Its scope is defined by reference to the company's property and undertaking, which is a corporate scope, not a territorial one.
The asset inside that scope is worldwide. The phonogram credit "Estate of Fela Anikulapo-Kuti under exclusive license to Kalakuta Sunrise Ltd" is returned identically by the Apple catalogue for the United States, United Kingdom and Nigerian storefronts, on 81 of 90 album releases in each.
NO PARALLEL FILING WAS LOCATED. Registration at Companies House perfects security against the English company. It does not of itself register anything in Nigeria or the United States. No recordation of this 2024 instrument was found at the United States Copyright Office, where a search for Kalakuta Sunrise returns nothing. The Nigerian Corporate Affairs Commission has no public API and was not searchable for this record.
- Announced
- 2024-05-10
- Primary document
- Regulatory filing
- Sources
- Companies House, England and Wales, Kalakuta Sunrise Limited (07423466), charge code 0742 3466 0001. Charge detail page plus the two filed instruments: form MR01 with the certified copy of the mortgage debenture dated 10 May 2024, eight pages, delivered 13 May 2024, and form MR04 statement of satisfaction received 12 June 2026, barcode XF424ZII. Register and both PDFs read 1 October 2026. · Companies House charges register for Kalakuta Sunrise Limited: one charge, outstanding none, satisfied one, part satisfied none. · Company profile: incorporated 29 October 2010, active, private limited, SIC 59200 sound recording and music publishing activities, registered office 55 Loudoun Road, St John's Wood, London NW8 0DL. · Filing history: MR04 on 12 June 2026, confirmation statement 14 January 2026, audited small company accounts to 31 December 2024 filed 23 December 2025, MR01 on 13 May 2024, unaudited total exemption accounts to 31 December 2023 filed 23 December 2024. · PSC register: one active PSC, Mr Stephen Hendel, Larchmont, New York, notified 6 April 2016, more than 75 per cent of shares and voting rights and the right to appoint and remove directors. · Officers: Morgan H Margolis and Timothy Lewis Putnam, both appointed 21 August 2019 with a Brooklyn, New York correspondence address, and Eric Allen Stein, appointed 29 October 2010 at the registered office. · Coutts & Company, company number 00036695, private unlimited company, incorporated 24 June 1892, registered office 440 Strand, London WC2R 0QS, SIC 64191 banks. Matches the bank's details printed on the debenture. · Companies House officer appointments for Stephen Michael Hendel, born October 1951: ten Hartree Partners entities and FELA UK LIMITED (07593601). · FELA UK LIMITED, incorporated 6 April 2011, dissolved 9 February 2016, SIC 90010 performing arts, registered office 1st Floor, 44a Floral Street, London WC2E 9DA. · Apple catalogue for Fela Kuti, US storefront: 90 album collections, 81 naming Kalakuta Sunrise on the phonogram line, 78 of those reading "Estate of Fela Anikulapo-Kuti under exclusive license to Kalakuta Sunrise Ltd". · Same query, Nigerian storefront: 81 of 89 collections carry the Kalakuta Sunrise credit.
Read this before citing: ESTABLISHED, FROM DOCUMENTS READ IN FULL. That charge code 0742 3466 0001 was created on 10 May 2024, delivered to Companies House on 13 May 2024, certified by the Registrar at Cardiff on 17 May 2024, names Coutts & Company as the person entitled, and was satisfied in full on 12 June 2026 by an MR04 filed by Coutts as charge holder. That the eight-page instrument on the bank's form "Debenture Secs 1 (9/06)" charges the company's intellectual property rights, licences and choses in action by way of fixed charge at clause 1.9, adds a floating charge at clause 1.11, imposes a negative pledge at clause 2.1.1, and restricts disposal at clause 2.1.2. That the obligations secured are defined as all the company's liabilities to the bank of any kind and in any currency. That the audited accounts to 31 December 2024 state no borrowings were drawn or outstanding during the year and the debenture secured no liabilities at the reporting date. All read from Companies House on 1 October 2026.
NOT DISCLOSED: THE CONSIDERATION. No principal sum, facility size, interest rate, arrangement fee or maturity appears anywhere in the instrument or in either set of filed accounts. The eight pages contain no number. No figure is asserted here and none should be inferred. Whether any facility existed behind the all-monies wording, and at what size, is not on the public record.
NOT ESTABLISHED: WHY IT WAS TAKEN, AND WHY IT WAS RELEASED. The register records the creation and the satisfaction. It does not record the commercial reason for either. Neither company commented, and no statement from either was located.
A DOCUMENTED CONTRADICTION BETWEEN THE TWO SETS OF ACCOUNTS. The unaudited FY2023 accounts, approved on 19 December 2024, state that the company's parent is Kalakuta Sunrise LLC and "The ultimate controlling party is S Hendel by virtue of his control of Kalakuta Sunrise LLC." The audited FY2024 accounts, approved on 22 December 2025, state that Kalakuta Sunrise LLC holds 100 per cent of the share capital, that the ultimate controlling parent is Dundee Productions LLC "by virtue of its control of Partisan Music Group LLC, the intermediary parent", and that the ultimate controlling party is S Hendel by virtue of his control of Dundee Productions LLC. Dundee Productions LLC and Partisan Music Group LLC appear for the first time in the FY2024 accounts. Both sets name the same individual at the top. The chain between him and the company changed from two links to four, and no corresponding change was filed on the persons-with-significant-control register. Whether this is a restructuring or a correction of earlier disclosure could not be established.
A SECOND DIVERGENCE, BETWEEN THE ACCOUNTS AND THE PSC REGISTER. Both sets of accounts state that a US limited liability company holds 100 per cent of the issued share capital. The PSC register names an individual, Mr Stephen Hendel of Larchmont, New York, notified 6 April 2016, with ownership of more than 75 per cent of shares, more than 75 per cent of voting rights, and the right to appoint and remove directors. No corporate PSC or relevant legal entity is recorded. These statements are capable of being reconciled through the look-through rules, but the register as filed does not name the LLC.
AN OMISSION IN THE FY2023 ACCOUNTS. The charge was created on 10 May 2024. The FY2023 accounts were approved on 19 December 2024, seven months later. They contain no securities note and no post balance sheet events note mentioning the debenture.
IDENTITY OF THE CONTROLLER, AS FAR AS THE REGISTER GOES. The Companies House officer index records a Stephen Michael Hendel, born October 1951, with eleven UK appointments: ten Hartree Partners commodity trading entities and FELA UK LIMITED (07593601), a performing arts company incorporated on 6 April 2011 and dissolved on 9 February 2016, whose other officers were Ruth Hendel and AP Partnership Services Limited. The Kalakuta Sunrise PSC is recorded as Mr Stephen Hendel, born October 1951. The name and the month and year of birth match. The correspondence addresses differ, Larchmont New York on the PSC entry against Level 8, 123 Buckingham Palace Road, London on the officer entries. The register does not state that these are the same person and it is not asserted here as a register fact.
AN ABSENCE IS NOT A DENIAL. No press release, newsroom post or statement from either party about this charge was located. That does not mean none exists.
Coutts & Company took a fixed charge over the Fela Anikulapo-Kuti master recordings licence. On 10 May 2024, Kalakuta Sunrise Limited, the London company named on the phonogram credit of the Fela album catalogue, executed a mortgage debenture in favour of the private bank. It was delivered to Companies House on 13 May 2024 as charge code 0742 3466 0001, and the Registrar’s certificate was given at Cardiff on 17 May 2024. On 12 June 2026 Coutts itself filed the statement of satisfaction, in the capacity of charge holder, recording the charge as satisfied in full.
The instrument has been read. It is the bank’s own standard form, marked “Debenture Secs 1 (9/06)” and “1 OTHER Deb Co Direct”, executed by one director of Kalakuta Sunrise in the presence of a witness, with the signature redacted under section 859G of the Companies Act 2006. It names the bank as “Coutts & Company (Company No. 36695)” of 440 Strand, London WC2R 0QS, and the company as Kalakuta Sunrise Limited (Company No. 07423466) of 55 Loudoun Road, St John’s Wood, London NW8 0DL. Both match the public register.
Clause 1.9 is the clause that matters. It charges, “by way of fixed charge”, all “Intellectual Property Rights choses in action licences and claims of the Company present and future”, and the instrument’s own definition of Intellectual Property Rights expressly includes copyrights. The word “licences” is in the charging language. The exclusive licence to the Fela masters is the company’s principal asset, and it sat inside a fixed charge for two years and one month.
Clause 1.11 adds a floating charge over everything not already fixed. Clause 2.1.1 is a negative pledge: no further mortgage, charge or lien without the bank’s written consent. Clause 2.1.2 bars disposal of the property charged by clauses 1.1 to 1.10, which includes the intellectual property and the licences, without the bank’s prior written consent. Clause 6 provides for notice of crystallisation. Clauses 7.3 and 7.4 let the bank appoint a receiver or an administrator. Clause 8.1.4 lets a receiver sell or otherwise dispose of the charged property. Clause 9 grants the bank an irrevocable power of attorney. Clause 14 makes it English law.
The obligations secured are all-monies. The instrument defines the Company’s Obligations as “All the Company’s liabilities to the Bank of any kind and in any currency (whether present or future actual or contingent)”. No principal sum, facility limit, interest rate or maturity date appears anywhere in the eight pages. The consideration is not disclosed.
And the company’s own audited accounts say the security was never used. Note 10 of the financial statements for the year to 31 December 2024, filed on 23 December 2025, reads in full: “The company has a mortgage debenture in place. No borrowings were drawn or outstanding during the year, and the debenture did not secure any liabilities at the reporting date.” The money that actually funded the company came from inside the group. Related party loans stood at £5,790,088 at 31 December 2024, against £1,426,270 a year earlier.
