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

On 26 May 2019, IG Industries granted a fixed and floating charge to Ticketline. On the same day, each of Paul and Steve Davis transferred 20 shares such that thereafter the registered shareholders were:

The inference is that loans were then made or already in place by Ticketline to IG Industries. There is confusion in the evidence as to whether this was or was not “forward funding”. Eventually, and in favour of Ticketline, I assume that this was treated as a form of forward funding and that the arrangement was that the loan owed to Ticketline could be set off against an obligation of Ticketline to pay the organiser the relevant ticket monies.

On 11 June 2019 Mr Mableson was appointed a director of IG Industries.

By Deed dated 10 July 2019 and entered into by Steve David, as Guarantor, IG Industries (described as the borrower) and Ticketline (as lender), Ticketline was said to have agreed to provider IG Industries with facilities on the terms set out in the Funding Agreement (being defined as an agreement dated 26 May 2019). All monies advanced under the Funding Agreement and the deed were acknowledged by the parties to be secured under the Debenture of 26 May 2019. The Deed regulated the terms of a further agreed advance by Ticketline to IG Industries of £230,000 (the “Further Advance”). A guarantee by Steve Davis contained in the Deed and guaranteeing repayment of sums lent by Ticketline under the Funding Agreement and by way of the Further Advance was described as a condition precedent to the availability of the facilities.

Under the operative part of the Deed, the Further Advance was to be repaid from proceeds realised (and retained by the Lender under the terms of the Funding Agreement) from a number of sources including (among others) ticket sales from This is Tomorrow 2020 (on sale from 1 September 2020) and the balance of proceeds owed in respect of Bingley Live 2018. Repayment was to be made by 31 December 2019. The reminder of the Deed dealt primarily with the detailed terms of the Guarantee. As I have said, I am prepared to assume that informally this agreement was later widened to cover all festivals/events organised by SSD companies and that all sums lent by Ticketline were lent (or later treated as lent) as a matter of legal liability to IG Industries, the holding company of the SSD companies. I suspect it does not affect the legal outcome whether or not the last point is correct.

According to Mr Betesh this Deed was one (he thought the third) of the formal loans put in place between Ticketline and IG Industries. He said that by 2020 there had been agreed a composite interest free loan facility (though under the July 2019 Deed the Further Advance did carry an obligation to pay the same with interest) with an understanding that the loan could be set off against the obligation of Ticketline to pay the proceeds of ticket sales from any event.

According to filings at Companies House, on 24 July 2019, all the shares held by each of Paul and Steve were transferred to IG Industries.

According to Mr Betesh’s somewhat economical explanation in his witness statement, it is his “understanding” that Ticketline provided IG Industries with a formal loan (not produced or further detailed) which was “duly secured” over IG Industries by way of a charge and that “as a “gratuity” for facilitating the loan a 10% shareholding was provided”. As has been seen, it appears that Mr Betesh received a 10% shareholding but so did Mr Mableson and so did a Mr Wylie.

On 12 November 2019 SSD Group Holdings was dissolved, following a striking off process.