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Worthington - yet more questions raised by Companies House Filings

By Tom Winnifrith, The Sheriff of AIM | Saturday 26 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.


Hat tip to one of our readers who I know works in the small cap area and thus knows his onions for today's bit of Sherlocking on Worthington (WRN). For any Worthington investors this is yet another Red Flag 'fest. For any Rangers (RFC) fans scared that the claims of Law Financial & Craig Whyte may make against the club have any grounds, read this and LOL.  Enjoy. 

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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Comments

10 comments


  1. Stuart Kaplan

    http://www.mirror.co.uk/news/uk-news/investigate-tips-from-flops-495545 gives part of the story of B2B Portfolio Ltd which was the collapse that led to Nick James’s disqualification in 2011. As you can see they have been using the ‘Fresh Business Thinking’ name for various incarnations over many years.

    The latest is Freshly Made Content Ltd (08229405), and when this falls over no doubt the baton will pass to Fresh Content Ltd (08160718), currently managed by Nick’s daughter Francesca Russell.

    You have to wonder how long it will be before HMRC and the Insolvency Service catch on.


  2. Stuart Kaplan

    “Public trust in major institutions in Western economies – finance, business, media and government – has collapsed.” “Trust has to be hard fought, hard earned and hard won, every day. There is no magic wand.”

    Wise words from Robert Phillips, former CEO of Edelman, author of ‘Trust Me, PR is Dead’ and co-founder of Jericho Chambers (http://www.jerichochambers.com/).

    But they are only words. Far better to judge Robert by the company he keeps. And who is that grinning out at us from his profile page as the Jericho Chambers member specialising in Enterprise and Market Entry? Why, it is none other than Allan ‘All About Brands PLC (In Liquidation)’ Biggar.

  3. Comedy gold from lse

    Dynamitedazza
    Posts: 57
    Off Topic
    Opinion: No Opinion
    Price: 87.00
    Not filing accounts because Today 11:59It’s obvious Stuka – by the way I’m not a Celtic fan – they will not file accounts as it would let cat out of bag re deals – it’s so simple – all deals are confidential – hence accounts not filed me thinks – what part of that Scottish do you not understand ? Check on companies house there is no notice of intention to strike of WRN – even IF there was a notice of intention to strike WRN off the Directors would have 90 days – the kick off is this month so 90 days would be more than enough time – in any event I’m sure that to ensure all info remained confidential they will not file accounts until the deal with Nuna has been announced and completed – it’s so so simple – Even a Rangers fan / shorter / de ramper / green eyed monster / someone being gobbled up with that horrible stuff Envy should get that ? YES ?NO?
    Reply | Recommend 3 | Report

  4. INVESTIGATE: TIPS FROM FLOPSNICK JAMES OF FRESH BUSINESS THINKING

    00:00, 2 AUG 2007 – UPDATED 03:55, 29 JAN 2012 – BY MIRROR.CO.UK

    This would rankle. Your company provides work worth £7,000 for a client, who never pays and goes into liquidation.

    So far, so normal, just an everyday story of business failure. In this case, the failure was called B2B Portfolio Ltd, which organised trade fairs. Run by Nick James and Bronwyn Ellis, Bristol-based B2B has collapsed with 18 county court judgements against it, amounting to more than £270,000.

    The pair have been here before. They ran Envelope Ltd, which collapsed last year owing almost £1million.

    Among the victims of B2B was public relations firm Advent Communications, which provided three months’ work creating media interest in a business fair in Coventry.

    Now the firm’s getting emails from an outfit called Fresh Business Thinking, which offers tips on boosting profit and productivity, improving customer service and the like. And who are the business experts behind these gems? Yes, its James and Ellis.

    “Not getting paid is never good, but it’s especially galling to then get emails from the same people advising me how I can more successfully run my business,” said Adam Dent of Advent Communications.

    Over to James: “I can understand why Adam was upset. He ended up on an email list for the new company I have set up. I personally lost a lot of money when B2B went bust.”

    http://www.mirror.co.uk/news/uk-news/investigate-tips-from-flops-495545

    BBC Bristol – BUSINESS EVENTS ORGANISER CLOSES
    Published: 2007/02/26 12:19:20 GMT

    Fifteen people have lost their jobs at B2B Portfolio, based in Bristol.
    Staff were told there was a winding up petition on the firm when they arrived at work on Friday.

    Businesses which have booked and paid for a stall at forthcoming exhibitions organised by B2B do not yet know how the news will affect those events.

    “We were told we cannot continue to incur any costs,” said Nick James, managing director of the company. The receivers are expected to be called in.

    EDF Energy, one of the main sponsors of the business exhibitions and conferences in Wales, said in a statement: “EDF Energy has sponsored the B2B Portfolio series of exhibitions since 2004.

    “The B2B Portfolio provided a unique opportunity for EDF Energy to support the local business community throughout the UK.

    “We are disappointed that B2B Portfolio Ltd is no longer able to continue with the programme of exhibitions.

    “Although EDF Energy has sponsored the event since its launch, the responsibility for organising and managing the exhibition series is with B2B Portfolio Ltd.

    Story from BBC NEWS:
    http://news.bbc.co.uk/go/pr/fr/-/1/hi/england/bristol/6393047.stm

    © BBC 2015


  5. NICK JAMES HAS JUST SURFACED AT COMPANIES HOUSE

    Now the four year disqualification has expired he has turned up as director of AMPLIFIED BUSINESS CONTENT LIMITED (07953063), previously owned by Simon Burton of Great British Entrepreneur Awards fame.

    Creditors may be interested in the service address filed with the first form, it was quickly changed.

  6. Hard to find details as slippery Nick James uses a different birth date for his earlier directorships. Surely just a mistake, like the spelling of Spurway and Sturway?

    Envelope Ltd went down owing £968,845 (£400,000 being to HMRC and Inland Revenue) according to the statement of affairs filed by the liquidator on 7 August 2006. https://beta.companieshouse.gov.uk/company/04103365/insolvency

    Directors:
    JAMES, Nicholas William and ELLIS, Bronwyn, both of Hollyhedge Farm, Vee Lane, Felton, Bristol, Avon, BS40 9YE

    The Insolvency of B2B Business Portfolio Limited, also with Nick James and Bronwyn Ellis (his presumably ex-girlfriend / business partner at same address) as Directors, and also a Philip John Carrington, started with a Winding Up Order on 25 May 2007, following debts to Excel Publishing Ltd, Portland Buildings, Manchester.

    https://beta.companieshouse.gov.uk/company/05070331/insolvency

    The Insolvency is STILL live and B2B Holdings is scheduled to be dissolved on 20 April 2016. Wonder who the other creditors are and how much went to money heaven that time?

    Could it be that the assets of B2B Portfolio, including email lists, ended up being gifted to Nick’s new company “Fresh Business Thinking” as mentioned in the Mirror story about Nick James Creditor Advent Communications?

    Is it this one

    FRESH BUSINESS THINKING LIMITED
    Company number 07350153

    Or

    FRESH BUSINESS THINKING LTD
    Company number 05709535

    Or

    FBT MEDIA LTD
    Company number 05541816

    Or

    FRESH BUSINESS THINKING LTD
    Company number 08249865

  7. Worthington Group PLC CEO Doug Ware WRN RNS Sept 29 2014 “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.”

    However Equity Media Partner accounts submitted last week, made up to 31 December 2014, show there were just SIX pounds (£6) cash in the bank last year. Where’s those net profits hidden Simon Burton, “Slippery” Nick James, Dougie “Worthless” Ware and Allan “Bullshit” Biggar?

    Equity Media Partners Limited
    Abbreviated Accounts
    31 December 2014

    Debtors £219,608
    Cash at bank and in hand £6
    Creditors (£213,210)
    Total Net Assets £5,864
    Called Up Share Capital £12, 930
    P&L Account (£7,066)
    Shareholders Funds £5,864

    Judging by those crappy numbers – which follow the Great British Entrepreneur Awards 2014, plus all the other debts and insolvencies that appear to follow every single other previous Nick James organised event – there clearly is no money to be made as Worthington Group PLC have implied in what might even be considered a highly misleading RNS to the LSE.

    Also filed last week, the Accounts for another part of the claimed Worthington Media Portfolio, Digital Marketing Show Limited made up to the end of December 2014. Had these accounts not been filed, it appears Companies House were ready to strike the business off, Compulsory Strike Off action showing as discontinued the following day, 30 Sept.

    Sole Director of Digital Marketing Show is Allan Biggar. 100pc of shares are owned by Equity Media Partners Limited. Former shareholders are familar names, Nick James, Francesca James and Luke Neel.

    Doug says in that Sept 2014 RNS: “The Digital Marketing Show, launched last year which attracted 4,500 visitors and is expected to attract more than 10,000 this year at the UK’s premier exhibition site at Excel in London. The show was nominated for Best Launch show at the industry awards this year.”

    Such a premier exhibition that Digital Marketing Show ended up with all of £1 in the bank.

    Digital Marketing Show Limited
    Abbreviated Accounts
    31 December 2014
    Debtors £100
    Cash at Bank and In Hand £1
    Creditors (£21,391)
    Total Net Assets (£21,290)
    Called Up Share Capital £100
    P&L Account (£21,390)
    Shareholders Funds (£21,290)

    Why are the failures behind these loss making businesses being given 2.5m Worthington ordinary shares as also mentioned in the RNS?

    https://beta.companieshouse.gov.uk/company/08126979/filing-history

    https://beta.companieshouse.gov.uk/company/08126979/filing-history/MzEzMjEwMzE0NGFkaXF6a2N4/document?format=pdf&download=0

    https://beta.companieshouse.gov.uk/company/08684288/filing-history

    https://beta.companieshouse.gov.uk/company/08684288/filing-history/MzEzMTk5Nzc0MWFkaXF6a2N4/document?format=pdf&download=0

    http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12098826.html

  8. https://beta.companieshouse.gov.uk/company/08683307/filing-history

    Cyclist Limited
    Abbreviated Accounts
    30 September 2014

    Debtors £76,021
    Cash at bank and in hand £8
    Creditors (£213,060)
    Total net assets (liabilities) (£137,031)
    Called up share capital £1
    Profit and loss account (£137,032)
    Shareholders funds (£137,031)

    Director: Allan Biggar
    Shareholding: Allan Biggar 100pc

    Another familiar Worthington name behind this POS Worthington website (that seems to be what convicted sports cheat and total POS failure Johann Bruyneel might have been given £1m worth of WRN shares for), Nick James’s daughter!

    http://theessentialcyclist.com/about/?author=Francesca+James

    Mr Bruyneel, a fine upstanding Worthington Group PLC team player and shareholder, convicted cheat:

    http://www.cyclingnews.com/news/johan-bruyneel-handed-10-year-ban-by-american-arbitration-association/

    Johann Bruyneel ownership disclosure 3.85% of WRN

    http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12354615.html

  9. Newly uploaded second (replacement) filings of both 2014 and 2015 Annual Returns for Worthington Group PLC owned ‘The Rangers FC Group Limited’ might give a clue as to just how stupid, crafty or creative Doug ‘Worthless’ Ware’s bunch of crooked clown co-directors really are.

    Aside from being far too busy to manage accurate, timely and honest corporate admin, Richard Spurway is also too preoccupied to bother checking his latest important but erroneous statutory filings on behalf of his (total joke) emerging conglomerate PLC.

    Go to Page 11 of the new version of the ’2015 Annual Return for The Rangers FC Group Ltd” document Spurway submitted to see a totally random page included from the online instructions for making a “Crochet Christmas Character Afghan”, with a question from Sara asking how much yarn is needed?

    Even if you have had the displeasure of reading thousands of corporate filings from small ltd companies, let alone PLCs, it’s a pretty good bet that no one will have seem anything as amateur as Worthington PLC’s pathetic efforts.

    Hopefully this less than surprising revelation, and the link to the original instructions for Spurway’s crafty crochet creation below, won’t spoil any Christmas present surprises at the Worthington Christmas party. Ho! Ho! HO!

    http://www.repeatcrafterme.com/2015/08/crochet-christmas-tree-pixel-square.html#comment-11328

  10. Newly uploaded second (replacement) filings of both 2014 and 2015 Annual Returns for Worthington Group PLC owned ‘The Rangers FC Group Limited’ might give a clue as to just how stupid, crafty or creative Doug ‘Worthless’ Ware’s bunch of crooked clown co-directors really are.

    Aside from being far too busy to manage accurate, timely and honest corporate admin, Richard Spurway is also too preoccupied to bother checking his latest important but erroneous statutory filings on behalf of his (total joke) emerging conglomerate PLC.

    Go to Page 11 of the new version of the ’2015 Annual Return for The Rangers FC Group Ltd” document Spurway submitted to see a totally random page included from the online instructions for making a “Crochet Christmas Character Afghan”, with a question from Sara asking how much yarn is needed?

    Even if you have had the displeasure of reading thousands of corporate filings from small ltd companies, let alone PLCs, it’s a pretty good bet that no one will have seem anything as amateur as Worthington PLC’s pathetic efforts.

    Hopefully this less than surprising revelation, and the link to the original instructions for Spurway’s crafty crochet creation below, won’t spoil any Christmas present surprises at the Worthington Christmas party. Ho! Ho! HO!

    http://www.repeatcrafterme.com/2015/08/crochet-christmas-tree-pixel-square.html#comment-11328

    Newly uploaded second (replacement) filings of both 2014 and 2015 Annual Returns for Worthington Group PLC owned ‘The Rangers FC Group Limited’ might give a clue as to just how stupid, crafty or creative Doug ‘Worthless’ Ware’s bunch of crooked clown co-directors really are.

    Aside from being far too busy to manage accurate, timely and honest corporate admin, Richard Spurway is also too preoccupied to bother checking his latest important but erroneous statutory filings on behalf of his (total joke) emerging conglomerate PLC.

    Go to Page 11 of the new version of the ’2015 Annual Return for The Rangers FC Group Ltd” document Spurway submitted to see a totally random page included from the online instructions for making a “Crochet Christmas Character Afghan”, with a question from Sara asking how much yarn is needed?

    Even if you have had the displeasure of reading thousands of corporate filings from small ltd companies, let alone PLCs, it’s a pretty good bet that no one will have seem anything as amateur as Worthington PLC’s pathetic efforts.

    Hopefully this less than surprising revelation, and the link to the original instructions for Spurway’s crafty crochet creation below, won’t spoil any Christmas present surprises at the Worthington Christmas party. Ho! Ho! HO!

    http://www.repeatcrafterme.com/2015/08/crochet-christmas-tree-pixel-square.html#comment-11328

    https://beta.companieshouse.gov.uk/company/07380537/filing-history


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