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Worthington & Law Financial to face first strike off notice in 5 days - Reader Post of the day

By Tom Winnifrith | Friday 25 September 2015

Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. 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.

A cracking entry from the comments section - this has to be reader post of the day. It seems that Worthington PLC (WRN) is just five days away from its first notice of being struck off for failing to file documents at Companies House. Also up for strike off is Law Financial which is trying to extract money from Rangers (#RFC) but will clearly fail if this is an indication of how organised it is This cracking post reads:

Worthington Group PLC, organisers of the Great British Entrepreneur Awards, continue to set a great example for young entrepreneurs through their novel approach to compliance with Companies House administration requirements.

Not one but TWO new Gazette notices will be published for compulsory strike-off of Worthington Group PLC / Craig Whyte businesses on 29 September 2015.

Accounts are overdue since March / June for Law Financial Limited and Worthington Group PLC respectively. Any ideas why that might be? Why did it take from six months to over a year for Worthington Group PLC to file director appointments, including the termination of king-pin Craig Whyte himself?

Perhaps a new ‘Creative Filing’ category may be added to the Great British Entrepreneur Awards, sponsored by loyal / naive marketeers at RBS and Kingston Smith Accountants even? Adding to credibility all round, a faux-gold smoking gun trophy could be handed over by those leaders of creative accounting, Craig Whyte, Aidan Earley, Doug Ware or Allan “All About Brands (in liquidation) PLC” Biggar, each well known to either the Department for Business Innovation and Skills or Serious Fraud Office, and to whom regular Companies House rules don’t seem to apply..

It would be hard, however, to compete with the Entrepreneur Wales Awards organisers themselves, Fresh Business Thinking Ltd, now part of the emerging Worthington Group PLC conglomerate. Fresh Business Thinking Ltd was incorporated in 2012 with Sian James (wife or sister of Worthington’s Nick James perhaps?) as sole Director.

Sian James resigned around the time of the Worthington Group PLC takeover, but no one has been reported to Companies House as a replacement. Neither have accounts or annual returns been filed (due July 2014 and November 2013) for Fresh Business Thinking Ltd.

29th September 2015 will see the second time that Companies House have published a compulsory strike-off notice for Fresh Business Thinking Limited. However, those plucky Entrepreneur Wales Awards sponsors – The Welsh Government, Finance Wales or NatWest Cymru – might ask for the strike off to be suspended yet again, given their investment of public money which is now at stake in another high-profile Craig Whyte venture?

Company number 08249865

29 Sep 2015 First Gazette notice for compulsory strike-off
Accounts overdue – First accounts made up to 31 October 2013 due by 11 July 2014
Annual return overdue – First annual return made up to 11 October 2013 – due by 8 November 2013


Company number 08440073

29 Sep 2015 First Gazette notice for compulsory strike-off
24 Sep 2015 Appointment of Mr Richard James Spurway as a director on 20 March 2015
14 Aug 2014 Termination of appointment of Craig Thomas Whyte as a director on 11 August 2014
04 Oct 2013 Appointment of Mr Douglas Ware as a director


Company number 07380537

23 Sep 2015 Appointment of Mr Richard James Spurway as a director on 12 April 2014
18 Sep 2015 Appointment of Liberty Corporate Ltd as a director on 20 November 2013
09 Sep 2015 Appointment of Law Financial Ltd as a director on 11 April 2014
09 Sep 2015 Termination of appointment of Craig Thomas Whyte as a director on 11 April 2014


RNS Number : 2926Q
Worthington Group PLC
29 August 2014

On 16th April 2013, the Company acquired 26% of the shares in Law Financial Ltd in exchange for £250,000 of Unsecured Convertible Loan stock 2020, with an option to acquire the remaining 74% of the shares by 31st October 2013. This option was exercised on 28th October 2013 and the remaining shares were acquired in exchange for £750,000 of Unsecured Convertible Loan Stock 2020. The Unsecured Loan Stock 2020 includes warrants to subscribe for 20m ordinary shares in the Company at an exercise price of 5p each, subject to a share capital re-organisation being approved by shareholders.


RNS Number : 7396T
Worthington Group PLC
08 October 2014

The Company is pleased to confirm that it is making excellent progress in its key investment areas:

Media – In relation to its existing portfolio of media investments, the Company is able to announce that bookings for the Great British Entrepreneur Awards, due to be held in November 2014, are more than 50% up on the same period last year. The judges this year include Sir Malcom Williamson, Chairman of Friends Life Group Plc, and Peter Ibbetson, Chairman of Business Banking for Nat West and RBS. The “Great British Entrepreneur Awards”, “The Digital Marketing Show” and the “Britain means Business Expo” – all now owned by Worthington – are collectively the largest events taking place in the UK as part of the “Global Entrepreneurship Week” activities in November 2014. Over 10,000 visitors are expected at these events which take place at Excel and Old Billingsgate.


Company number 05878002

Accounts overdue – Next accounts made up to 31 December 2011
due by 30 June 2012 – Last accounts made up to 31 December 2010

Annual return overdue – Next annual return made up to 17 July 2012
due by 14 August 2012 – Last annual return made up to 17 July 2011


Blog Comment – 14th January 2015
We have seen the comments on Paul Murphy’s blog relating to the company and have no particular objections to the contents: that’s part of the rough-and-tumble of being a quoted company. There is nothing in the piece that we feel particularly upset about, Paul is entitled to his view, in the same way as anyone else. There are not many factual inaccuracies that we can see either (one notable exception being the idea that warrant holders or loan stock holders can exercise or convert at 5p per share – they cannot). Perhaps the tone of it could be a little fairer but that is merely an issue of personal preference. The essential facts are correct, we do indeed share an office with Fresh Business Thinking, part of our media portfolio – though, for future reference, meetings with us here are by appointment only. In keeping with many progressive companies, most of our team work from home unless required for meetings; we feel this is the optimum use of shareholders’ funds. We also ag ree that Worthington is indeed an unusual company – at least we like to think so – because what has been achieved at Worthington, bearing in mind it’s toxic historic legacy, may well represent one of the most successful turnarounds in smaller UK corporate history. Perhaps our critics would like to point to more successful ones (those with as difficult a legacy) – because we’re struggling to find any.

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  1. The gazette/strike off is a bit of a non story really. Easy to get a strike off suspended. You just have to look at Merchant Turnaround PLC, the Madoff style bond scheme launched by Craig Whyte and James Holmes. Now over 5 years old, has NEVER filed accounts and still remains active.

    Wonder how them Brazilian bonds turned out……..

    Interesting to see Spurway getting involved in Rangers debacle (proof as if we couldn’t see) at how desperate they are. Considering how they tried to distance themselves from this as “just a small part” when the sun was shining.

    Ironically Bernard Sumner has been appointed direct a couple of days ago, he was a director of CPS Energy Resources. The Worthington collapsed deal. Maybe this is going to be one of Worthington 10 deals, lol

  2. Worthington Group PLC subsidiary and Rangers FC Group sister company Fresh Business Thinking Ltd, (Company number 08249865) is about to be struck off having been founded by Sian James.

    So what about the insolvent firm, Business Edge Network Ltd, referred to by Joint Liquidator Brian Johnson as “Business Edge Network Ltd T/A Fresh Business Thinking” (Company number 7417591) with Nick James identified as founding Director?


    Allan Biggar (Director of insolvent All About Brands PLC and Equity media Partners) is still a Director, Nick James has resigned.

    The last Companies House filing on 17 Jun 2015 for Business Edge Network Ltd is “Voluntary arrangement supervisor’s abstract of receipts and payments to 9 April 2015”.

    In this document, Mr Johnson the Liquidator states “when the position since the inception of the Voluntary Arrangement is taken as a whole, the business [Fresh Business Thinking] appears to have just about broken even”.

    It appears that between 2012 and April 2015 the Fresh Business Thinking operation only generated £113,000 in total, all paid to creditors. This falls short of the £121k projected for the 3 years to date of the Company Voluntary Arrangement (CVA) and means creditors were receiving as little as 8 pence in the pound. HMRC are the largest creditor owed over £259,000. All About Brands PLC is the second largest creditor, owed £99k, with lots of SMEs owed the balance of Fresh Business Thinking debt which totals more than £500,000.

    As Fresh Business Thinking is not meeting it’s agreed financial projections this leads the liquidator to say in his report of April 2015 that “it is probable that the arrangement will need to be extended”.

    So why is it that the Worthington Group PLC view is so much more positive in their RNS of September 2014 when they announce the acquisition of Fresh Business Thinking’s Great British Entrepreneur Awards and other seemingly worthless, amateur websites and publications?

    Worthington CEO Doug Ware enthuses “The portfolio of media assets are expected to generate net profits of US $1.5m in 2015 having already generated US $345,000 in the six months to end of June 2014, with further substantial growth in 2016 forecast.”

    The RNS continues “Upon completion of the transaction, which is subject to shareholders’ approval and the production of a prospectus, the vendors will be issued with 2.5m Worthington ordinary shares.”


    If the profits are so good for Worthington PLC, why are HMRC and the other creditors of Business Edge Network Ltd T/A Fresh Business Thinking not seeing more of their debts repaid?

    Perhaps it also begs the questions as to why Allan Biggar and Nick James are being gifted 2.5 million shares in Worthington Group PLC, rather than Worthington paying cash for this (apparently profitable / valuable) asset to the Creditors of Business Edge Network Ltd, which may – or may not – be the REAL Fresh Business Thinking)?

    As you say Tom, this really stinks.

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