BL-2023-NCL-000014 - [2025] EWHC 2074 (Ch)

According to filings made at Companies House in June 2022, there was a significant change of control in relation to IG Industries, said to have occurred in April 2022. The relevant filings, made on or about 23 June 2022 (and which therefore raise an issue of possible backdating) relate to events said to have occurred on 23 April 2022 and show the appointment of Mr Betesh as a director of IG Industries; a notification of Mr Betesh as a person with significant control over IG Industries on that date, in place of Steve Davis; an allotment by IG Industries of a further 600 shares; and a confirmation statement confirming the shareholdings in SSD as then being as below:

According to a Schedule produced by the Defendant in answer to a CPR Part 18 request, by 30 June 2022 Ticketline had made “Advances & payments to SSD” amounting to a total of £9,942,581.46. The schedule simply gives dates in one column and sums of money said to have been advanced or paid in a second column. The earliest date given is 21 November 2017. There is no further explanation. The schedule shows certain credits (to SSD) against the sums said to have been advanced or paid by Ticketline but what these represent is not explained. These credits are few and far between. The last two appear to be £7,600.25 (14 December 2020) and £50,000 (05 November 2020). It has to be borne in mind that SSD Music was running a number of events and festivals. When I asked for ledgers showing what the state of account was between Ticketline and SSD in relation to specific festivals I was told there were not any ledgers showing that. Mr McGarry sought to demonstrate in re-examination of Mr Betesh that payments of sums by Ticketline in satisfaction of SSD’s entitlement to the proceeds of ticket sales (rather than payments by way of loan, even if the actual sums paid over/transferred were sourced or funded from Ticketline’s receipt of ticket sales) was recorded by way of individual “remittance advices” but the difficulty was that Mr Betesh was unable to help in any meaningful way in explaining how records had been kept and what it was that the remittance advices really showed. Indeed in an email of 5 December 2022 Mr Davis referred to “all the income is sat as loan” and as not being able to understand the legal basis/nature of payments made by Ticketline and which payments were loans, which were ticket monies (paid over as such) and so on.

In an email of 19 July 2022, Mr Betesh explained that in fact Ticketline “had taken control of SSD until the debt to Ticketline is reduced” but that the shares had been inadvertently issued in his name (in April) rather than that of Ticketline. The position of Ticketline as shareholder of the 600 issued shares was shown by filings at Companies House made in July.

By July 2022, negotiations between Mr Mellor and Mr Betesh restarted. Again, Steve Davis had limited direct involvement. Given the now position of Ticketline as shareholder and major creditor of SSD this is not surprising.

On 8 July 2022, a Non-Disclosure Agreement (the “NDA”), signed by Mr Betesh for IG Industries and by Mr Mellor for “Tokyo Industries Limited” (company registered no 0646221) was entered into between the two companies. (The front sheet actually refers to the agreement as being made between IG Industries and Tokyo Group Limited). The registered number of Tokyo Group Limited was 06462216. It seems likely that the last digit was left out of the company registered number given in the NDA. There is therefore some doubt, based on the contractual document itself, as to which Tokyo entity was involved but I accept Mr Mellor’s evidence that Tokyo Group Limited was the finance vehicle for the group umbrella structure at that point and that it was the relevant contracting Tokyo company under the NDA.

The NDA was fairly standard and covered confidential information to be provided by IG Industries to “Tokyo Industries Limited”. The purpose for which the information was to be supplied was (as set out in Schedule 2) to enable Tokyo to carry out due diligence with a view to taking a shareholding in IG Industries.

The NDA described IG Industries as carrying on “the business of running venues and concert and event promotions and associated services”. (In my judgment this probably included venues and concerts etc, carried on indirectly by IG Industries through subsidiary or connected companies such as SSD Music).

In cross-examination, Mr Mellor explained that Tokyo Group Limited was the finance vehicle within the Tokyo group structure. At this point, he said, and I accept, Mr Mellor, through Tokyo, was looking to acquire the whole business of IG Industries and SSD Music and the NDA was not limited to or put in place to provide information limited to the 2022 Festival (or even the 2022 Festival and that festival in future years).

By email dated 9 July 2022, Mr Betesh sent Mr Mellor a number of documents by email with the subject matter “SSD Info”. From the file names it appears that the documents in question included full accounts of SSD Music to or dated September 2020; a profit and loss account as at March 2022 and a “Trade Creditors Listing Sanitised”.

By email dated 13 July, Mr Bolger sent Mr Mellor an updated profit and loss account and balance sheet. In cross-examination, Mr Mellor said that he had looked at the balance sheet. In particular , in the balance sheet for SSD Music Ltd as at 30 June 2022, a debt of over £2.9 million was shown as owed to Ticketline by SSD Music within the category of creditors amount falling due after more than a year. Mr Mellor said, and I accept his evidence, that he thought the debt to Ticketline was about £2.8 million at this time so the £2.9 million figure came as no surprise to him. Further, the fact that the debt was shown as falling due after more than a year suggested to him that the debt was not tied to being repaid from the proceeds of ticket sales or as he put it, was not an advance against (and to be repaid from) the proceeds of ticket sales (to which SSD Music was entitled)..

On 14 July 2022, Mr Bolger sent to Mr Mellor by email a copy of a “restructuring document” (not in evidence) which was said to detail:

By email dated 15 July 2022, Mr Betesh explained a number of matters to Mr Mellor. These included the fact that more than £1 million was needed to take “the company” (whether IG Industries or SSD Music is not clear) “forward” and turn its situation around (the more Mr Mellor could invest the more, it was said, the more he would get out). It was said that some of any investment would need to be by way of equity and that some money would have to come back to Ticketline to reduce the debt owed to it by SSD. It was suggested that Mr Mellor might take a return on his investment by distribution of profits rather than taking repayment of any sum invested (presumably as a loan). As regards Ticketline, it was said:

“Whoever we take this forward with does have to agree to some money coming back towards the debt to Ticketline. The company debt position needs to be reduced. Ticketline have increased its debt in order to reduce third party debt in the company.