The Worthington Fraud Part 7 – back to European and Asian

Comments

1. ---

   Jeremy

   20 February 2015, 05:46

   The whole purchase(or not) process of the Simon Burton related Media Interests by Worthington is very odd & confusing.
   In its RNS dated 29/09/2014 Worthington announces the proposed acquisition in exchange for 2.5m WRN shares and states that this is subject to approval of shareholders & production of a prospectus.Yet in its Trading Statement of 8/10/2014(RNS 7396T) it talks about these media interests as now “owned”.Yet the company does not appear to have publically announced,and/or informed LSE of the the issue of shares,gone through the process of obtaining shareholder permission or issued a prospectus and from memory I seem to recall that Mr Ware has talked about these Media interests as owned on other occasions.

   Does Worthington actually own the media interest?Were the shares issued?If they were who to,how,and do they still have them?

2. ---

   hammer69

   20 February 2015, 07:01

   Jeremy,

   WRN clearly don’t “own” them yet, and haven’t the authority to issue the shares nor called an AGM (although that didn’t stop them breaking that promise with Law Financial acquisition!)

   With this complex web of companies Doug is involved with, perhaps he forgot that the assets were owned by Renatus WRN / European and Asian, not WRN?

   Because with liens in place, Renatus WRN / European and Asian at present do essentially own these media assets.

   After all, it’s so difficult with that many hats to wear…

   H69

3. ---

   hammer69

   20 February 2015, 08:18

   Tom,

   Looks like the attribution backfired, as ADVFN has deleted a number of posts from the more investigative non moron BB posters.

   Wonder who doesn’t believe in free speech & liberty (capital) then!!!

   H69

4. ---

   hammer69

   20 February 2015, 10:36

   Tom,

   As the beholder of free speech and liberty wrt WRN, maybe you could have a quiet word with Clem about his admin team and their over zealous deletion of BB posts from numerous posters principally from Mon – Thurs this week, especially those that purely contained info already in the public domain (if you know where to look) but which Mr Ware et al would obviously rather not be open to all.

   H69

5. ---

   hammer69

   21 February 2015, 11:26

   Tom,

   A post similar to this was one of the considerable number overzealously deleted by WRN, but thought would make interesting reading for you to analyse, and with any luck maybe tally up with or explain some as yet unpublished info in your possession or mentioned by your whistleblower.

   H69

   “21 Feb’15 – 16:40 – 3864 of 3881 0 0 edit

   And let’s finally dispassionately analyse the diluted share register of WRN:

   Current holdings, as per 2013 Annual Report:

   Regenesis Holdings 1,811,625 (Wulstan Earley)
   European and Asian, HK 785,000 (hold DW warrants-why?)

   Potential holdings, from 2013 Annual Report:

   Loan stock re Law Fin 10,000,000 (Whyte & Aiden Earley)
   Warrants re Law Fin 20,000,000 (Whyte & Aiden Earley)

   First Asia, HK £143,125 SCLS 2019 1,431,250 (Whyte)
   Renatus Capital, £331,875 SCLS 2019 3,318,750 (W.Earley & S.Ellison)

   Warrants on SCLS 2019 2,590,378 (CW/WE & SE)

   Deduct: Liberty Capital sale (1,980,000) (per RNS, linked to CW)

   Potential diluted capital held: 37,957,003

   Current WRN authorised capital: 52,736,850

   Therefore this group of investors, potentially control up to 71.97% of WRN!!!

   Notes:
   i) Used authorised share capital as WRN currently does not have any approvals to have total issued capital in excess of this.
   ii) Does not include certain warrants & later loan notes that have been issued either a) in excess of shareholder authorities or b) without shareholder authority and which are also likely to take issued share capital in excess of current authorised limit (ie most material item excluded is 8m DW director warrants reported in 2013 AR to have been granted to European and Asian HK, who share a registered office with First Asian, which if included would increase above %.)

   I leave readers to draw their own conclusions.

   NB to ADVFN: Above facts again all sourced from publicly available information!

   TP”

6. ---

   hammer69

   21 February 2015, 12:46

   Tom,

   Nice article, thought you’d like the above. :)

   Having had Part III, thought you might find Part II, featuring an amalgamation of various other posts previously deleted, of some interest too.

   H69

   tawnyport 21 Feb’15 – 14:53 – 3852 of 3885 1 0 edit

   Let’s also dispassionately analyse WRN’s corporate governance record since DW became CEO.

   1) No AGM held since 28/09/12 – breach of Companies Act.

   2) Annual reports for 2013 and 2014 delivered late (latter remains o/s) – breach of Listing Rules.

   3) Interim report for 2014 delivered late – breach of Listing Rules.

   4) Failure to seek shareholder approval for Law Financial acquisition completed 28/10/13, announced 29/08/14), despite i) promising a shareholder vote and ii) changing the terms of the acquisition from those announced to shareholders.

   5) Failure to update shareholders at all about Nuna (their RNS 27/01/15) handing to GREP 87% of their shared asset for $Nil.

   6) Failure to update shareholders promptly about end of CPS deal (new acquirer’s RNS was circa 09/01).

   7) Issue and partial allotment of marketable securities (shares, warrants and/or convertible loan notes) post 26/12/13 when WRN has no shareholder authority to do so.

   7a) Listing of securities not authorised according to the requirements of the applicant’s constitution – breach of listing rule LR 2.2.2.

   Quote from Annual Report / RNS:

   “On 4th March 2014, £130,570 of Unsecured Loan Stock 2021 was issued by the Company to fund corporate finance activities. The subscribers to the loan stock elected to convert the loan stock into 1,305,700 ordinary 10p shares on 21st March 2014.”

   8) Issue of marketable securities without pre-emption in the period 28/09/12 – 26/12/2013 in excess of the authority granted by shareholders at the 2012 AGM.

   9) Issue of marketable securities between 28/09/12 and now that are in excess of the current authorised share capital of WRN.

   10) Failure to disclose why WRN was satisfied that Liberty Capital did after all own 1.98m WRN shares that its administrator then sold.

   11) Failure to disclose why DW’s 8m director warrants have been granted to WRN’s 2nd largest shareholder, as currently disclosed, when DW apparently has no beneficial ownership of European and Asian, HK.

   12) Failure to notify shareholders of a change in the company’s accounting period (Mar’13 to Sep’13) – breach of listing rule LR 9.6.20.

   13) Failure to update shareholders via RNS of current status re Law Financial claim vs Rangers, the Sevco 5088 “asset” being valued at £10m in WRN’s balance sheet; according to RFC (see accounts of both the Plc and the football club company) nothing received since a letter before claim in 2013.

   Without LFL is WRN a going concern? From 2013 Annual Report:

   “Going Concern
   The Company currently meets its day-to-day working capital requirements out of cash balances and the Directors consider the cash balances, together with income generated from its investments and funds committed from investors, are sufficient to meet the Company’s needs. In the period, the Company acquired full ownership of Law Financial Ltd (see note 9) which has resulted in the Group having substantial net assets.”

   14) No explanation from WRN as to:

   - why it has no board representation on Sevco 5088, it’s “£10m” asset;
   - why there is a voluntary winding up order in place for Sevco 5088 dated 16/12/14 on the CH website.

   There is more, but together with the earliest piece re shareholder dilutive dealmaking to date, paints a picture that is clearly not quite as rosy as some, including DW, would have investors believe.

   Thanks to other posters, good portion of the above comes from their research too.

   NB to ADVFN: Above facts again all sourced from publicly available information!

   TP