Afro Nation, the Afrobeats festival brand whose Portugal and Puerto Rico editions were run through separate English companies, is now owned outright by one London holding company. AFRONATION LTD has 300 issued ordinary shares. As at 7 February 2025, all 300 were held by The Malachite Group Limited.
A year earlier that was not the position. Confirmation statements filed at Companies House show a 40 per cent block sitting until September 2024 with LN-Gaiety Holdings Limited, whose registered controller throughout was Live Nation (Music) UK Limited. Those 120 shares were transferred on 26 September 2024. No party has published a price.
The short version#
- AFRONATION LTD (11814404) has 300 issued ordinary shares, and The Malachite Group Limited (15140056) holds all 300.
- LN-Gaiety Holdings Limited held 120 of those shares, 40 per cent, from February 2019 until they were transferred on 26 September 2024.
- Live Nation (Music) UK Limited was the registered controller of LN-Gaiety Holdings from 6 April 2016 to 1 April 2025, spanning the whole holding period.
- Event Horizon Entertainment Ltd held the other 180 shares until 25 January 2024, the day The Malachite Group was first registered as a controller.
- Obi Peter Asika is the only person with significant control registered against The Malachite Group. A director, Faris Ibrahim Taha Ayoub, gives Helios Investment Partners’ London address.
- Helios Fairfax Partners Corporation’s 2024 annual report says its sports and entertainment arm holds preference shares in The Malachite Group paying a fixed 12 per cent dividend, compounding semi-annually, convertible into equity if a cumulative return target is met by November 2030.
- Consideration for the LN-Gaiety exit is not disclosed anywhere in the record.
- Event Horizon entered creditors’ voluntary liquidation on 19 November 2025 with a deficiency as regards members of GBP 3,662,192.14. Its largest creditor is The Malachite Group, at GBP 2,981,946.24.
What the share register actually shows#
The confirmation statement made up to 7 February 2024 lists four names against the 300 shares. SMADE Entertainment Limited, the London promotion company controlled by Adesegun Adebayo Adeosun, held 60 and transferred them on 15 November 2023; the register does not record who received them. Adeosun remains an active director of AFRONATION LTD, appointed 8 February 2019. Event Horizon Entertainment Ltd held 180 shares and transferred all 180 on 25 January 2024. Two filings went in that day: one registering Malachite as a controller at more than 50 per cent but less than 75 per cent, one recording Event Horizon ceasing to be one.
That left LN-Gaiety with 120 and Malachite with 180 for most of 2024. Then two filings on 27 September 2024. One recorded LN-Gaiety ceasing to be a person with significant control on 16 September. The other raised Malachite to 75 per cent or more of shares and votes, with the right to appoint or remove a majority of the board. The confirmation statement filed the following March dates the share transfer 26 September. That ten day gap sits inside the company’s own paperwork and nothing on file explains it.
Be exact about what this is. It is a transfer of shares in a company that stages festivals, not a sale of songs. No document checked names a master recording, a publishing right or a catalogue interest. This is the events layer, not the copyright layer.
Where Live Nation actually sat#
Live Nation itself never appeared on Afro Nation’s register. LN-Gaiety Holdings Limited did. LN-Gaiety’s own filings name Live Nation (Music) UK Limited as its person with significant control at 75 per cent or more, notified 6 April 2016 and ceased 1 April 2025, when Lyv Gaiety Limited replaced it. So across the whole February 2019 to September 2024 window, LN-Gaiety was itself under registered Live Nation control. Denis James Desmond was a director of AFRONATION LTD from incorporation until 13 August 2024, five weeks before the control change.
What Helios put in, and in what form#
Helios Fairfax Partners Corporation is listed in Toronto. Its 2024 annual report says that in 2023, through its wholly owned Helios Sports and Entertainment Group and that group’s subsidiary, it subscribed to preference shares in The Malachite Group. The report describes Malachite as incorporated for the purpose of holding the Afro Nation related business activities that were previously a division of Event Horizon Entertainment Limited. Those preference shares carry the fixed 12 per cent compounding dividend and the November 2030 conversion target.
Preference shares with a conversion right are not ownership of the ordinary equity. No Helios entity is recorded on the UK register as a person with significant control of Malachite. What is recorded is a director whose correspondence address is Helios Investment Partners, 12 Charles II Street, London.
Helios appears earlier too, in a third capacity. On 31 May 2022 both Event Horizon and Afronation Puerto Rico Ltd created charges in favour of Helios Fairfax Partners Corporation: fixed charges plus a floating charge over all property, with a negative pledge. That is a lender’s security, not a shareholding. Event Horizon’s was satisfied on 18 June 2024, the Puerto Rico charge on 17 October 2025. AFRONATION LTD has never had a charge registered against it.
The same report records that during 2024 Malachite agreed to acquire a significant equity interest in a company within the entertainment industry, with the Helios subsidiary giving the seller a deed of guarantee of USD 5.0m for part of the purchase consideration and taking an option over Malachite shares in return. The report does not name the company; the timing fits the LN-Gaiety purchase but does not establish it.
Where the documents disagree#
The annual report says Malachite is indirectly controlled by Helios Fairfax Partners, while explaining why Malachite counts as a related party. The Companies House register names one controller, Obi Peter Asika, and records no relevant legal entity at all. Consolidation control and UK persons with significant control are not identical tests, so both may be correct in their own frames. They read as inconsistent, and the register is what anyone searching for Afro Nation’s owner finds first.
The second conflict is simpler. The annual report says Malachite was incorporated on 20 November 2023. Companies House gives 15 September 2023. Nothing on file resolves it.
What happened to the old holding company#
Event Horizon and Afronation Puerto Rico Ltd both entered creditors’ voluntary liquidation on 19 November 2025, with Giuseppe Parla and Jonathan David Bass of Menzies LLP as joint liquidators. The statements of affairs, signed by Obi Asika on 17 November 2025, are on the public file.
Event Horizon’s records intercompany debtors of GBP 10,022,118.98 at book value, realisation given as uncertain, against creditors of GBP 3,650,729.16. The largest is The Malachite Group at GBP 2,981,946.24, the second largest Obi Asika himself at GBP 657,384.78. Total deficiency as regards members: GBP 3,662,192.14. The Puerto Rico statement is starker: no assets at all, creditors of GBP 81,893.28 of which GBP 79,392.28 is owed to Event Horizon. Both list Festicket Limited, in administration, as a contingent creditor for GBP 1. Trading value moves into a new holding company, the old one keeps the intercompany debt and is wound up. Nothing in the filings suggests impropriety; that is simply the structure.
What could not be established#
Consideration for any of the three share movements is not disclosed; UK confirmation statements record transfers without a price. The transferee of SMADE’s 60 shares is not recorded. The size of the Helios preference subscription is not broken out. Whether the unnamed 2024 acquisition behind the USD 5.0m guarantee is the LN-Gaiety stake could not be confirmed. The festival’s own website blocked automated requests, and neither Live Nation nor Helios Fairfax Partners has issued a release about the ownership change that this desk could locate.
What this means for artists#
The buyer of your headline slot has changed even though the logo has not. An artist booking Afro Nation in 2023 dealt with a company 40 per cent held by a Live Nation controlled vehicle. In 2026 the parent is a private holding company majority owned by one individual, with a Toronto-listed investor holding a 12 per cent compounding preference instrument above the ordinary shares. Different balance sheet, different incentives, none announced.
Preference shares compounding at 12 per cent are a cost that sits ahead of everyone else. Fixed dividends accrue whether or not an edition sells well, so artist fees, production budgets and settlement timing all compete with an obligation that grows on a schedule. That is not a criticism of the deal, it is a reason to get payment terms and guarantees in writing.
The entity you contract with is not always the one still standing. Two companies in this group are in liquidation, one with no assets at all. Anyone who contracted with the wrong entity is now an unsecured creditor. Check the company number on the contract, not the festival name on the poster, and check whether that number carries charges or overdue accounts.
Ownership of the events layer is now an African music story in its own right. The asset is a brand and a touring calendar, not a catalogue. As global promoters and Africa focused funds move through the festival business, the questions that apply to a master rights sale apply here: who controls the entity, who is owed a return first, and what happens to the people booked to perform if the numbers do not work.
Every party, source URL and caveat is set out in the deal record for the LN-Gaiety exit from Afro Nation, including the Companies House documents and the Helios Fairfax Partners annual report this desk read in full.