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Why is New World’s board so determined to save the naked shorts?

By Ben Turney | Sunday 14 June 2015

Disclosure: I own shares in one or more of the stocks mentioned. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.

Thursday’s announcement from New World Oil & Gas (NEW) made one thing crystal clear. New World’s board is determined to do whatever it can to let the naked shorts off the hook.

Throughout this fiasco New World’s board has made no effort to engage with the company’s shareholders. This isn’t surprising given the directors’ track record, but Article 74 of the Companies (Jersey) Law 1991 makes clear the their legal responsibilities when enacting their duties. It says;

“(1) A director, in exercising the director’s powers and discharging the director’s duties, shall –

(a) act honestly and in good faith with a view to the best interests of the company; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”

On Tuesday I asked why New World has not sacked Cornhill?

I put this question directly to the company and got no response.

Now, having thoroughly read New World’s circular, I want to know why not only has New World not sacked Cornhill, but rewarded it so obscenely for such atrocious performance?

I will return to Cornhill’s fees another day, but for now let’s consider New World’s directors’ admissions in its RNS on Thursday about their determination to save the naked shorts and the deeply flawed logic it has applied to attempt justify its unjustifiable position.

Any future action or dispute against New World’s directors will inevitably focus on the price of the open offer. At 0.09p the open offer is grossly mispriced. New World’s board says it “focused on the Ordinary Share price immediately prior to the announcement of the Original Placing which was a closing price of 0.095p on 28 April, 2015“, but this simply cannot take into account current market factors. The presence of the confirmed, vast naked short position in New World’s stock is a gilt-edged opportunity for the company to charge a substantial premium to the price its stock was trading at before this fiasco began. By explicitly focussing on April 28th’s close New World’s board has admitted it is not factoring the short position into its decision on price.

However, in not accounting for the naked short position when setting price, why is it that New World’s board has attempted to tie the success of any fundraising it conducts to settling the naked short position?

Here are two of the key quotes, confirming the directors’ stance:

  • “Given the uncertainty as to the full extent of the settlement problems in the Ordinary Shares and the Company's desire to raise a meaningful amount of money to advance its plans, the Board has resolved to make the Open Offer as large as it can without the need for publishing a prospectus, which the Board consider would be impractical in the circumstances.”
  • “If the Placing and Open Offer does not succeed in addressing the settlement issues in the Ordinary Shares, the Company and Cornhill Capital have agreed (subject to compliance with all relevant laws and regulations and to the Directors' fiduciary duties) to take such reasonable steps as they may agree, acting in good faith, to be required in order to deal with such settlement issues.”

New World’s board can’t have it both ways. Either market events since April 29th are completely irrelevant to their decision-making or those events form the basis of all decisions.

Just to emphasise the lengths it is prepared to go to, to save the naked shorts New World’s board went on to say.

  • “Such steps may, as a last resort, include an issue of new Ordinary Shares for non-cash consideration utilising a cash box placing (which would neither require the consent of Shareholders nor be on a pre-emptive basis) conducted through Cornhill Capital in accordance with the Articles of Association.“

This is simply contemptible. In admitting that it is prepared to use a cash box placing, New World’s board has said in the clearest manner possible it does not give a damn about what its shareholders want and is going to use whatever means it can to save the naked shorts. This link provides an excellent description of what a cash box is.

And it gets much, much worse. New World’s board went on:

  • “If the Company and Cornhill Capital are unable to identify or agree on such steps, the Board may be faced with no alternative but to commence winding-up of the Company.”

At this point I am fighting every urge to launch into a tirade of expletive-laden invective. 

How dare New World’s board treat its shareholders so appallingly.

Why on earth should New World’s existence rely on its ability to “identify or agree” a way with Cornhill to close the naked short position?

Cornhill created this mess.

It’s Cornhill’s future that should be on the line, not New World Oil & Gas’.

The smug reaction of Cornhill’s supporters to Thursday’s announcement strongly suggests they think they have won.

They haven’t.

New World’s shareholders are a determined bunch and are not going to stomach this outrage. This fiasco is going to keep running until its architects are brought to account. 

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  1. Ben,

    Whilst I can understand you want the placing price to be higher to have less dilution the fact remains what are the underlying assets actually worth and without the short (with shouldn’t have been allowed to happen) what would the share price really have been. There is currently a false market but its only the false market by way of a short in progress that creates the value not the underlying value of the company.

    Tom had it right that these shares should have been suspended at the outset when it was realised the board didn’t have authority for their original actions and the transactions wound back but too much water is under the bridge now.

    Second, if the company doesn’t get a placing away then it isn’t a going concern so it’s a statement of the bleeding obvious that in those circumstances winding up follows.

  2. Well you can carry on being stupid if you want to, it’s your life and time your wasting. You seem more interested in nailing the short market than trying to salvage something of your investment.

    Tom Winnifrith had the logical answer, suspend the share the moment the problem became apparent and backtrack cancel all the trades. The apparatus exists, it is a legal premise, so it’s complicated, so fucking what.

    NEW is untradable, until a way is found to level out the number of shares in the market to match out the number of shares that have legal tenure on NEW books, it is game over.

    Care to tell me how you can squeeze a bear if you cannot prove he sold any shares (cos they didn’t exist) ??, try that one through your courts.

    Things screw up all the time, so do markets.

    Early June this year is my 47th anniversary of investing in the world markets, I bought my first shares on my 18th birthday, I still have them. When you go out on the town, you have two choices. Go up-town and have a good time, or go down-town to sleaze-town and have a great time, so long as you watch your step.

    If you are going into shares like NEW, then accept the risks, otherwise leave them alone and stick to up-town, it really is that simple.

  3. I too have been greatly puzzled by the behaviour of the NEW board and to some extent Cornhill with this latest stated position . I am glad that you have run a piece on this latest conundrum . The only things I could come up with as a reason for this very odd behaviour is :-

    1) The directors are very thick and have not realised the opportunity ( very unlikely )
    2) The directors have been personally offered a financial or some other incentive by Cornhill
    3) The directors have been offered personal incentives of a type as yet unknown, by holders of large short positions .

    One thing is clear ……. the directors are not acting in the interests of the legitimate shareholders ( those that held prior to the debarcle ) or those that have currently arrived more recently.
    Since that is the directors sole purpose in life after settling any secured loans , the vat & taxman clearly the directors are breaking the law .

    The current directors must be removed from office . There is no other way to restore justice for NEW share holders caused by the directors and Cornhill .

    I urge all shareholders of NEW to align themselves behind Ben Turney or another appointed leader and call for an EGM to remove the directors . I have in the past taken part in such an action and can advise that it is essential that to be successful all shareholders MUST remove their shares from Nominee accounts and request a paper certificate . These certs then need to be compiled onto a register by an independent person such as a solicitor by having sight of the actual certs and the solicitor help obtain the egm . Any other way and you give the board and Cornhill wriggle room and they will use it to thwart your efforts to obtain an EGM

    Good luck ……… your going to need it ………… particularly if you dont form a group and appoint a leader such as Ben Turney . This is absolutely essential .

  4. Ben Turney

    @Martyn – the price of shares is determined my underlying supply and demand. There is no question New World’s board has ignored current forced demand for its stock and has therefore mispriced the open offer to the detriment of shareholders and to the benefit of its advisors (who should already have been sacked).

    As for the company not being able to get a placing away, it is almost in the unique position of being guaranteed of getting a placing away at a substantial premium to its underlying value.

    @Phil – for someone as old as you claim to be, you have clearly forgotten the Room Service precedent. It is easily within the authorities’ gift to establish what the naked short position is. They’ve done it before, they can do it again.

    As for “wasting my life”, let’s see what happens this week before rushing to judgement…

  5. Ben Turney

    @wildrides – thank you, Phil thinks I am wasting my time, but clearly doesn’t give a damn about inconvenient factors such as shareholder rights, legitimate market practice and good old fashioned morality.

  6. Phil

    your missing the point .

    Ben and Toms mission is to clean up the “down town” by forcing regulators to do their job or force new regulation .
    We want several tiered levels of “uptown” depending on market cap . and no downtown .

  7. J P Spaghetti

    Well I’m sure Petula Clark wouldn’t stand for this nonsense either. Good luck again Ben – this seems to be a slam dunk case of corrupt cronyist protectionism. And so what if Tom was right (as I also think he was)? Hindsight’s a wonderful thing but it was foresight that was sadly lacking here. What’s done is done and if it cannot be unwound there should be a clear pecking order when it comes to punishment, with you-know-who right at the top.

  8. Ben,

    Great post, keep up the good work. I am somewhat amazed that Denzil Jenkins who is Head of UK Compliance & Group Regulatory Policy of the FCA continues to turn a blatant blind eye to this market abuse, is someone paying a member of his family to cloud his judgement? Denzil Jenkins should be sacked, he has received thousands of emails and phone calls regarding this issue yet fails to respond and this is after several weeks.

    Says it all really

    #Market abuse C/O Denzil Jenkins Head of UK Compliance FCA

  9. Wildrides

    It isn’t often I disagree with you, this is (I think) the 1st time. But I sticking to my guns on this one.

    I’m not in these markets to clean them up, I do that through the ballet box. Not that I don’t want to, but I cannot this way. It is not a crusade for me, it’s a way of making money.

    Shareholders exercised their rights to employ this board, they issued a false/misleading RNS, they clarified it, clarified that one, onto the next one, onto the next one and so on, when will they stop.

    Now when the thing is tits-up, up pop (of all people) the shareholders, where have you been fellows, Want to check this out, check out the 3 year view. Does that look like a company that has a profit construction, a profit ethic, cos it sure has fuck doesn’t to me


    So if you made money in NEW, and it didn’t come from profits it must come from other shareholders, so your not investing in a profit model, your playing pass the parcel, woe betide you when the music stops.

    Wildrides, you can never get rid of sleaze-town, there is nothing benign in the world of human beings.

    This is it, it will never get better than this. If ever streets were paved with Gold, it is these streets, This is the land of the free (as much freedom as you will ever get) and the land of opportunity, if you cannot do here you cannot do it anywhere.

    Yeah it can be bad, but it aint that bad, Your politicos are corrupt, but not that corrupt. Regulation is poor but it isn’t totally corrupt, you can cope with this and still make money. I have traded all the worlds equity markets and the London For-ex. London is the place for private investors to make money, Wall St would bust those moronic LSE asylum shareholders in a month

  10. Phil …………. you make some fair points ……… and valid points . However we differ slightly in our outlook on trading. I might best be described as a swing trader ( but I also have a long portfolio that I dont get out and play with that often ) However although I want volatile markets to do my swing trading I do want that trading to be fair and free from corruption . In short the momentum needs to be caused by natural forces of the supply and demand imbalance and not by corruption or fraud . It is in this way I support the aims of Tom and Ben and Nigel plus all the other writers of the same volition . I cant sleep well trading off the back of “bad stuff” because I believe in Karma .
    Your right about one thing tho ……… compared to the rest of the world we have never had it so good . The penny dropped regards this for me at the start of the China growth spurt ( seems along time ago now ) when Homebase started selling brand new petrol lawnmowers for less money than the local mower repair shop charged for an annual petrol mower service . I remember thinking “ feck me I can just chuck the mower away every year and buy a new one at that price “ China growth just turned everything, every where , on its head almost overnight ……. including corruption of some western markets !

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