17 November 2017 – update
Further to my previous post, we have had to make alternative financing arrangements which I am pleased to say are now close to completion. I'm even more pleased to say that the person taken to hospital is now no longer in a critical condition - albeit still not able to participate in the original funding structure.
I must say, when I received the dramatic news that the person concerned had been rushed to hospital at the very moment that we were due to launch Newco, my first thought - shameful I must admit - was that absolutely no one is going to believe this, unless they happen to be close to the Company. It was a particularly low moment in the saga - both for the person concerned, obviously, but also personally and for the wider team. I suppose it makes my book even more of a cliffhanger than it was before, full of remarkable things as it was already. Let's face it, if you were reading a book or watching a film and something like this happened, you would accuse the writers of having a plot that is too far fetched to be credible. But, as they say, the Truth is often stranger than fiction.
We now seem to be back on track and - barring a meteorite strike - I should have some good news for you next week. But, in the meantime, one of my favourite poems - "If" by Rudyard Kipling - seems completely appropriate:
If you can keep your head when all about you
Are losing theirs and blaming it on you;
If you can trust yourself when all men doubt you,
But make allowance for their doubting too;
If you can wait and not be tired by waiting,
Or, being lied about, don’t deal in lies,
Or, being hated, don’t give way to hating,
And yet don’t look too good, nor talk too wise;
If you can dream—and not make dreams your master;
If you can think—and not make thoughts your aim;
If you can meet with triumph and disaster
And treat those two impostors just the same;
If you can bear to hear the truth you’ve spoken
Twisted by knaves to make a trap for fools,
Or watch the things you gave your life to broken,
And stoop and build ‘em up with wornout tools;
If you can make one heap of all your winnings
And risk it on one turn of pitch-and-toss,
And lose, and start again at your beginnings
And never breathe a word about your loss;
If you can force your heart and nerve and sinew
To serve your turn long after they are gone,
And so hold on when there is nothing in you
Except the Will which says to them: “Hold on”;
If you can talk with crowds and keep your virtue,
Or walk with kings—nor lose the common touch;
If neither foes nor loving friends can hurt you;
If all men count with you, but none too much;
If you can fill the unforgiving minute
With sixty seconds’ worth of distance run—
Yours is the Earth and everything that’s in it,
And—which is more—you’ll be a Man, my son!
7th November 2017
A key player in the consortium put together to get Noble Resolve to market was taken seriously ill last week and hospitalised. Despite the best efforts of the rest of the team to organise powers of attorney to complete the various pre-list arrangements we've been unable to do so. I don't know how long or what exactly the consequences are but I can't leave you hanging out there with no news. I will update you when I know. Those are the facts, I hope those tempted to make light of the situation will spare a thought for the person concerned and their family.
4th October 2017 - Fake site
A Wordpress website claiming to be associated with Whetstone Capital Group/Noble Resolve is fake and has no association whatsoever with Newco. Do not send any of your personal details to this site. When the official launch takes place, the correct website will be published on this site and also that of Noble Resolve.
3rd October 2017 - Noble Resolve
I am aware of the obstacles encountered relating to the delivery of Noble Resolve shares to Worthington shareholders; these issues only arise because the gifting of shares in this way is highly unusual, and not something ordinarily encountered by most companies when listing. I can tell you the whole process would have been far easier and quicker had no provision been made for Worthington shareholders at all. As it is, we are at the end of the process and Worthington shareholders will soon be able to appreciate how much effort has gone into delivering this project.
14th September 2017 - Noble Resolve News
8th September 2017 - Commencement of Trading
Yes, of course it is still all happening. All approvals given. Do you really think we would have gone to all this trouble if it wasn't? Date for commencement of trading to be announced on 14th September 2017
22 July 2017 – Insolvency Practitioners and the Second Legal Claim
Even the Communist Party of China eventually recognised that market forces and the profit motive were generally more efficient providers of goods and services than State control. There are some exceptions, like National Defence etc, where the State is the logical provider, but these are relatively few and far between.
One service that is provided by the private sector, however, which does not currently perform efficiently is in the area of corporate insolvency, because the profit motive actually works against efficient service.
When a company enters insolvency with relatively small realisable assets which would only fund a few hours of insolvency fees, there is an incentive for the insolvency practitioner to realise sufficient assets quickly in order to pay their fees and complete the liquidation: the longer it goes on, beyond the available realisations, the more unpaid work they would end up doing. Generally speaking, therefore, insolvency practitioners don't take on cases where there are no realisable assets because they won't get paid, unless one or more creditors are prepared to fund them. However, where there are very substantial realisable assets, the profit motive ceases to act as a spur to efficiency. This is because the longer the insolvency and the more time they can “justify”, the more they can bill for their services and the more profit they actually make. So it is not in the commercial interests of insolvency practitioners for a large insolvency to be completed quickly and efficiently. In theory, insolvency practitioners are supposed to be officers of the court with an almost saintly sense of public service where their own commercial interests don't enter their minds at all, and where they don't bill the maximum they can per hour for as many hours as possible. In reality, of course, insolvency practitioners are flawed human beings like anybody else and therefore the temptation to maximise profit at the expense of creditors very often proves irresistible. Theoretically creditors can challenge the extent of fees charged but this rarely happens – because creditors generally can't be bothered and the cost of doing so for individual creditors is often prohibitive; so insolvency practitioners are left writing their own cheques. The recent eye-watering fees being charged in relation to the Rangers liquidation is yet another example of this unfortunate, but currently legal, conflict of interest.
Whilst there are some noble exceptions to this rapacious insolvency culture, the greed it engenders often leads to other unsavoury behaviour, and this is where we come to the Second Legal Claim.
Prior to the purchase of Rangers Football Club in May 2011, MCR (insolvency and restructuring specialists) were retained by Mr Whyte to advise on all aspects of the transaction. Prior to the completion of the Rangers takeover MCR was sold to Duff and Phelps for a significant initial consideration but which also included a multi million pound deferred consideration. This deferred consideration specifically related to a major insolvency case from which the vendors of MCR were hoping and expecting to earn very substantial fees. Unbeknown to Mr Whyte that large insolvency case was none other than Rangers Football Club plc. So at the time that Mr Whyte was retaining them to advise on a successful restructuring of Rangers, they actually had a direct multi million pound incentive to ensure that Rangers went into liquidation/administration instead. Following the takeover of Rangers by Wavetower (the Whyte vehicle) the MCR team, now part of Duff and Phelps, were retained to negotiate with HMRC in order to agree a solution to the various tax problems faced by Rangers. However, instead of negotiating in good faith on behalf of Rangers/Wavetower, having been retained to do so, they actually advised HMRC to reject any restructuring proposals coming from Rangers and to appoint them as administrators instead. Following the administration of Rangers the MCR vendors were then able to, and did, receive the multi million deferred consideration they had planned. This unethical, and probably illegal, treachery is evidenced in an affidavit from HMRC. Similarly, the multi million pound deferred consideration incentive is confirmed by an affidavit submitted by the CEO of Duff and Phelps in the recent Scottish trial.
The losses and reputational damage resulting from this duplicity is the subject of the Second Legal Claim.
23 July 2017
The activity of Duff and Phelps only came to light in affidavits relating to the Whyte trial. Clearly, had it been known at the time they were seeking to be appointed administrators, they would have been sacked on the spot.
17th July 2017 - update
When I established this website late last year I stated that small Worthington shareholders (as defined on this website) would receive a mirrored shareholding in Newco/Noble Resolve on a fully diluted basis. I am therefore pleased to be able to confirm that, despite the costs associated with dealing with regulators in two jurisdictions and some delays to the listing process, the percentage is actually going to be slightly better for Worthington holders. I am also very impressed with the highly credible management team and advisers guiding Noble Resolve to successful listing. Readers may agree that I have tried to keep them as informed as I can so that they can be reassured that the listing is proceeding. I mentioned in a previous post that, with Noble Resolve getting close to listing, I am not able to be as specific as I would like to be as it is no longer my place to be commenting in detail on the Company, and each post concerning the Company therefore needs to be pre-approved.
With that in mind I am able to say that, in order to comply with regulatory requirements, Noble Resolve is having to make some relatively minor changes to the Admission Document to ensure compliance with both jurisdictions. We are optimistic that this will be completed in short order, with news being released on the Noble Resolve website next week
I do not anticipate making any more comments on Noble Resolve until after it is listed, and will be restricting myself to discussing other matters - some of which I will be commenting on later this week.
12th July 2017 - Fellow Worthington Shareholders
We've certainly been through a lot. In many ways you literally couldn't make it up and, yes, I do think the book and film rights to the Rangers related saga will be an added bonus at some point! The apparent desperation of certain individuals to undermine every effort to deliver value for Worthington shareholders has been a pretty poor reflection of human nature, but I ceased being surprised about human nature a long time ago. In one of my earliest posts I mentioned that nothing could prevent the delivery of value to Worthington shareholders (with the exception of God obviously!) and I am delighted to say that everything discussed on this website in terms of value delivery remains firmly in place. We have laid the foundations meticulously to ensure that the enjoyable part of actually completing deals can go as smoothly as possible.
It would be difficult to describe the last nearly three years of clearing "obstacles" as particularly enjoyable: educational, yes, at times grimly humorous but I don't think there have been many occasions when I could say it has been an undiluted joy. So to be at the point of actually moving forward is particularly invigorating.
There have been various dark attempts to explain the gift of shares to Worthington shareholders, but there is no better explanation than "the light shineth in darkness and the darkness comprehended it not". In other words, such people will never understand any motive that isn't fundamentally selfish; so the actual motivation described on this website is, for them, simply too impossible to believe.
In terms of value creation, we are not reinventing the wheel: we are simply going to be making a series of acquisitions designed to enhance the value of the Company at each stage. My sincere hope is that, despite waiting almost 3 years, those Worthington shareholders who decide to hold onto their Noble Resolve shares will be able to look back on the journey as a somewhat unusual, but ultimately financially worthwhile experience. But we also recognise that, after three years, there will be a number of Worthington shareholders who will want to dispose of their interest - so there should be, in my view, a pretty active two way market in the shares, even with a majority of Noble Resolve shareholders locked in for at least 12 months.
So, the million dollar question, when is trading about to begin? You will forgive me for not providing a specific date, but we appear to be close to the end of the approval process, which is not expected to take more than a few more days.
I will provide another update on Monday.
7th July 2017 - update
The Noble Resolve Admission Document is now virtually complete, and is subject only to regulatory approval. Once approved it will be uploaded to the Noble Resolve website. I will provide a further, more detailed, update on Wednesday next week.
23 June 2017 - Worthington Claims
Further to my post of 16 June 2017, readers may be aware that one of Worthington's subsidiary companies has been granted an extension of time in which to submit a claim for the entire sum held on deposit by the liquidators of RFC 2012 plc. The defence to the claim was originally predicated on the proposition that the acquisition of RFC 2012 plc by the RFC Group Ltd ("Wavetower") and the assignment of the first charge debt from Lloyds bank to Wavetower was a fraudulent transaction and/or amounted to unlawful financial assistance. The recent not guilty verdicts on both these counts would appear to leave the road open for a successful claim, particularly as a verdict of unproven was also available to the Scottish jury.
The Wavetower claim is in fact the smallest of the Rangers related claims and readers may have noticed that litigation specialists and funders have recently been appointed as directors of various Worthington subsidiaries in order to pursue these claims.
The April 2013 share purchase agreement relating to Worthington's interest in Law Financial contained an insolvency clause so that, in the event of the insolvency of Worthington, ownership of Law Financial would revert to the vendors. The vendors of Law Financial are willing to waive this insolvency clause subject to the successful exit of Worthington from liquidation via CVA. Proposals in this respect are intended to be submitted to the liquidators within the next two weeks.
In the meantime, the listing of Nobel Resolve is progressing well and I understand there will be some update to its website over the weekend.
16 June 2017 – Update
The listing of Noble Resolve ("NR") will take place approximately five working days after the publication of its Admission Document on the Noble Resolve website so that small Worthington shareholders are able to trade the shares immediately they are listed. Furthermore, those providing a majority of the cash to Noble Resolve (representing more than 50% of the Company's issued and fully diluted share capital on admission) have agreed to a 12 month hard lock in during which time the Company expects to make a series of acquisitions and investments. The bulk of those able to trade their NR shares on admission will therefore be the small WRN holders (as defined on this website).
NR have had requests from approximately 400 shareholders for electronic delivery of shares and arrangements for efficient delivery are currently being made, but actual delivery will not take place until after the publication of the Admission Document.
I apologise to readers that the timing has been longer than I expected but the process is very close to completion. Having said that, although the timing has been longer than expected, the opportunities available to NR are greater than I had expected as well.
Readers should keep an eye on the Nobel Resolve website which I understand is due to be updated during the course of next week.
At the same time, now that the case in Scotland has come to an end I will be commenting on the significant implications for Worthington shareholders, as well as re-uploading the un-redacted version of the TI report.
16th June 2017 – News Pending
As Noble Resolve is close to listing any posts that I make on this site referring to NR need to be approved by NR’s advisers. Today’s update is currently being reviewed and is expected to be released later today.
30th May 2017 - Worthington website
A website claiming to herald the relaunch of Worthington is a fake and illegal site and I would urge readers not to provide any information to those behind the site, which has already been reported to the appropriate authorities. Whilst it is hoped that Worthington will come out of liquidation, this site has nothing whatsoever to do with that effort.
19th May 2017 - Newco website launch
The Newco website can now be accessed at www.nobleresolve.com and will be continually updated as the Company progresses to its listing. Commencement of trading in the Company's shares remains on course for 16th June 2017.
18th May 2017 - Court Order commentary
A full summary of the Judgment given on Monday will be available for viewing in the next few days. However, in the meantime, the following extracts from that summary may help readers to understand how damaging the campaign against Worthington has been and why we were not prepared to allow such a campaign to continue against Newco
"Injunctive relief restraining publication pending trial has ordinarily been “rare” due to the common law rule in Bonnard v Perryman (1891) that a Claimant must show
that any Defence was ultimately bound to fail before such an application could be granted. This approach has long been based upon the reluctance of the Courts both before and after the Human Rights
Act 1998 to interfere with individual rights to freedom of expression before such time as the Court could hear the evidence with the benefit of cross-examination. The background to this reasoning is
set out in William Coulson and Sons v James Coulson and Co (1887) 3 TLR 846 where Lord Coleridge said:
“To justify the Court in granting an interim injunction it must come to a decision upon the question of libel or no libel before the jury decided whether it was a libel or not. Therefore, the jurisdiction was of a delicate nature. It ought only to be exercised in the clearest cases, where any jury would say that the matter complained of was libellous, and where, if the jury did not so find, the Court would set aside the verdict as unreasonable. The Court must also be satisfied that in all probability the alleged libel was untrue, and if written on a privileged occasion that there was malice on the part of the defendant. It followed from those three rules that the Court could only on the rarest occasions exercise the jurisdiction."
In addition to this general rule, section 12(3) of the Human Rights Act 1998 modifies the usual American Cyanamidtest by supplanting the requirement that the application show a “serious issue to be tried” (traditionally a low threshold) with the more stringent requirement that the applicant show they are “likely to succeed” at trial (Cream Holdings v Banerjee).
Firstly, the Court found "no difficulty" in holding that the Claimants were likely to succeed at trial on the evidence before it. Although the intervention of the Court was “rare” in these circumstances, the power to make such an Order existed and could be utilised. Injunctive relief was, exceptionally, appropriate until further order/trial. The Court found that the publication was clearly libellous and capable of causing serious harm. In particular, the learned Judge noted that the publication was likely to "unfairly undermine public trust and confidence in the Claimants and their businesses". Even though the publication had been removed prior to the hearing, the Court found that there still remained a real possibility that the website may be re-uploaded after the application hearing.
The Claimants made detailed submissions on the falsity of the statements made in the publication. Whilst ..no formal defence had been filed.. the Court was still minded to consider the allegations made and the evidence submitted in response. In considering the totality of the material before it (which included some 11 months-worth of other publications which effectively set out the Defendant’s basis for making allegations of misfeasance) the Court arrived at the conclusion that the Claimants were likely to succeed at trial in showing the words complained of to be libellous and untrue.
This is one of the first instances in which the Queen’s Bench Division has granted interim relief in a libel action where no reliance was placed on privacy/confidence or the Protection from Harassment Act. Whilst the granting of relief was "exceptional" (per Greene v Associated Newspapers ), the Court found that this was a case which merited the interference of the Court before final determination.
As such, injunctive relief was appropriate so as to limit the potential for harm caused by the publication.
The judgment also shows that whilst the absence of any Defendant is likely to increase chances of success, the burden was still on the Claimant to show that they were likely to succeed at trial and that any Defence would be bound to fail. It was not enough to simply submit that the Defendant bore the burden of proving the statements made to be true and the Claimant was still bound to put forward a positive case."
15th May 2017 – Court Order
I am pleased to confirm that at the High Court hearing in London this morning the Honourable Mr Justice King granted an injunction in the terms requested by the Claimants (Allan Biggar, Aidan Earley, Equity Media Partners Ltd, Greenland Mining Management Ltd) and made the following order. That:
A full copy of the Court Order is attached below.
Any breach of this Order makes those in breach (including those who assist in its breach) liable to imprisonment or fined or to have their assets seized.
I will be commenting on this case in more detail before Friday, but I can confirm that this Order affords to Newco the necessary protection to enable its launch to proceed as planned, and for long-suffering shareholders of Worthington to finally benefit from the acquisition program that had originally been planned for Worthington.
10th May 2017 – Court Order
Allan Biggar and I attended the High Court in London yesterday in order to obtain an order for substituted service and an Interim Injunction in relation to the operator of the https://nunaminerals.wordpress.com/ website and various email accounts. The High Court granted our application for substituted service and allowed a reduced notice period for an on notice Interim Injunction. The Judge felt that the Defendant(s) should have the opportunity to attend Court prior to any Interim Injunction being granted as there were insufficient compelling reasons for an ex parte Injunction to be granted. Consequently the on notice Injunction Hearing will take place at the Royal Courts of Justice, the Strand, London, WC2A 2LL at or after 10am on Monday 15th May 2017.
We would have preferred to have obtained the Injunction yesterday so that the Newco Website could be launched on Friday. However, it now makes sense to launch the website on Friday 19th May 2017.
As stated in my post of 3rd May 2017, the multi million pound claim in relation to the Tortious Interference described in the report on this website will take place following the conclusion of the case now being heard in Scotland. Consequently the current action now being taken against one or more of the perpetrators of that campaign (see bundle below) is a non money claim designed to prohibit the campaign from continuing, albeit we will be pursuing him/her/they for our legal costs.
3rd May 2017 - Summary of case
Further to my post of 21st April 2017, the case referred to relates to persons currently unknown. It had been the intention of certain of the Injured Parties referred to in the Tortious Interference report displayed on this website to await the outcome of the trial currently taking place in Scotland before taking action pursuant to that report. In particular, certain evidence relating to the theft of, and payment for, various emails referred to in the report is currently privileged information until the conclusion of that trial. However, we have reason to believe that one or more of the Interferents mentioned in that report have been active in relation to Newco and it therefore required an appropriately serious response. For the avoidance of doubt, we are not prepared to allow the anonymous campaign of libel that took place against Worthington and NunaMinerals A/S et al, to also take root with Newco. Previously, dealing with this type of campaign of interference was a major and unexpected distraction. However, in all our planning in relation to Newco, we expected and have been fully prepared for any similar attempts by anonymous parties to try and derail Newco and thereby prevent a successful outcome for Worthington shareholders. We have taken steps to ensure that will not happen and I expect to be able to publish very shortly an order from the High Court ensuring it does not - in good time for the launch of the Newco website on 12th May 2017.
There has been some speculation as to why the Injured Parties have been willing to protect the interests of smaller Worthington shareholders in this way. For anyone who has been able to read all of this website, the motivation has already been clearly spelled out. We are not willing to allow the campaign of Tortious Interference to successfully deprive Worthington shareholders of the benefits of the acquisitions that Worthington would have made had such a campaign not taken place. Furthermore, for the Injured Parties to have decided to go ahead and complete the deals themselves without regard for the plight of smaller Worthington shareholders would have been, in our view, unfair to them. So we're not expecting thanks or praise for doing it, still less is it some kind of apology: it is simply the right thing to do.
21st April 2017 - Update
I noted one commentator's description of the challenges faced by Team Worthington, and I have to say I am starting to feel a little demob happy now that the end of a very long road is in sight. I particularly appreciate the support of those shareholders who have supported the Worthington team when it hasn't always been easy to do so. One great pleasure in life is to see those who have been supportive in difficult circumstances richly rewarded for their loyalty, patience and endurance. I therefore very much look forward to the hopes and expectations of these Worthington shareholders being met and, who knows, possibly exceeded.
I hesitate to say this, as I don't want to put them off, but I also need to pay some fair recognition to some of our critics (the more thoughtful and less gratuitously insulting) who have acted like an unpaid research department. We have floated a few ideas in the past in order to discover the worst possible interpretation of any proposal, and have taken on board some of the more sensible observations. We may continue to do this in the future, if they can commit to putting in the same hard work.
As for those who have been engaged in a malignant attempt to undermine both Worthington and Newco, the hearing next week should set at least one precedent for dealing with those engaged in anonymous libel. I will provide a full summary of that case on Wednesday 3rd May 2017.
The Newco website will become live on Friday 12th May 2017 and certificates will be sent out to shareholders in the week following. For those who would like to receive electronic delivery of shares, the Newco website will set out what information needs to be provided to Holman Fenwick in order for electronic delivery to take place. We feel it is important to make it as easy as possible for those shareholders who want to exit to do so.
Finally I can confirm that the key original acquisitions remain very much ready to be completed and several highly interesting new opportunities have also come into view.
18 April 2017 – Response to Newco speculation
Further to my update of 11 April 2017, I can reconfirm that Newco is not Flagship Global Corporation ("Flagship"), nor will Newco be investing in Flagship or entering into any kind of share swap deal with Flagship. As mentioned in my post of 11th April, Newco will be listed on a European exchange that is easy for UK investors to trade and where no lock in period applies. In contrast, USOTC pink sheets are both difficult for UK investors to trade and a minimum lock in period of six months generally applies.
As promised, I will be providing a more comprehensive update later this week.
11th April 2017 – Newco update
Further to my post of 24th March 2017 below an important hearing in the High Court is expected to take place on Friday 28th April 2017 pursuant to an application on behalf of Newco and its associates. For the avoidance of doubt, Tom Winnifrith is not a defendant in these proceedings.
Following the 28th April hearing the website for Newco will become live and the delivery of Newco shares to Small Worthington Holders (as defined on this website) will take place.
Commencement of trading in Newco shares is scheduled to take place on 16th June 2017.
As previously mentioned, Newco will commence trading with net cash and will not be requiring funding from those WRN holders being gifted shares. The gifted shares will be freely tradable and will not contain a lock-in provision. Newco will be listed on a European exchange that is easy for UK investors to trade and where an active market in its shares is likely. Following completion of its acquisition programme application will be made for shares in Newco to be traded on one of the top 10 Global stock markets. It has been decided to list Newco shares sooner rather than later in order to enable those WRN holders who want to exit to do so prior to Newco completing its acquisition programme and prior to its move to the major Global exchange.
WRN holders should note that the issue of Newco shares to them is in addition to the WRN shares that they currently hold.
A further update will be provided on this website within the next 10 days.
11th April 2017
News currently being reviewed by advisors and will be released at 9.15pm
7th April 2017
Further news in relation to Newco will be released on Tuesday 11th April 2017
24th March 2017 - Update re Newco Share Certificates.
Holman Fenwick Willan LLP ("HFW"), the large international law firm acting for Newco, have agreed to oversee the distribution of Newco shares to Small Worthington Shareholders (as defined on this website). Each of these registered holders will receive one Newco share for each Worthington ordinary share that they currently hold. The number of Newco shares in issue, upon the commencement of trading in Newco shares, shall not exceed the number of Worthington ordinary shares in issue, on a fully diluted basis, at the time that trading in Worthington shares was suspended in October 2014.
In the event that any qualifying shareholder does not receive Newco shares, then the qualifying shareholder should write to HFW with evidence that they own qualifying Worthington shares and their entitlement will then be addressed by HFW.
Newco will be launching its website very soon and all future enquiries concerning Newco should then be directed to the Company itself. I will of course be happy to provide a link to the website when it is live.
16th March 2017 - Update re Newco and Small Worthington Shareholders
There will be a very short delay in the delivery of Newco certificates to Worthington shareholders. Details surrounding the stock delivery will be published before the end of next week.
In the meantime I can clarify the following matters. When Newco has completed its initial acquisitions, it will be listed on one of the top 10 largest stock exchanges in the world. Newco is not incorporated in the United Kingdom, nor are its acquisitions in the United Kingdom.
I am aware of various speculation about the possible identity of Newco, and I can confirm, for the avoidance of doubt, that it is not any of the following:
Regency Mines plc
Flagship Global Corporation
BIA Resources plc
I am also aware that there have been suggestions that Worthington shareholders who are being gifted stock in Newco will find themselves, in some way, invited to participate in a fundraising whether by way of warrants or a rights issue etc. This is not the case, Newco will not require funding from Worthington shareholders and, following the completion of its acquisitions, it will have substantial net cash and net assets, as well as being substantially cash generative.
Following publication of the stock delivery arrangements this website will no longer be the point of reference for Newco, all relevant information regarding Newco will be provided by Newco's professional advisers and management.
16th March 2017 - Standby for news at 4pm
6th March 2017 - Congratulations to Tom Winnifrith
It would be churlish of me not to pay appropriate recognition to Tom Winnifrith for his recent valiant efforts in trying to restrain himself from calling as many companies and individuals as he possibly can fraudsters, referring to them instead as Dogs and Bastards, etc. For a fraud enthusiast like Tom (he might have been a UFO enthusiast in other circumstances), who struggles not to call his local checkout girl a fraudster, and who normally spends most of his time rereading his telephone directory to double check he has accused everyone in it of fraud, this is real progress. So well done, Tom, I'm impressed.
However, in an area where Tom hasn't made much progress, I couldn't help noticing Mr Winnifrith's rather fantastic interpretation of recent communications with the Official Receiver. Apparently, the O.R. is now going to be a witness in the legal action that I am bringing against Tom (I wonder if the O.R. knows that?). And in the parallel universe run by Tom, where reality is whatever Tom says it is, the Official Receiver has already donned his black hat and pronounced a sentence of death on anyone connected with Worthington. But I'm not going to criticise Tom for his sense of imagination here, if Tom can continue to control his urge to call everyone he meets a fraudster then I accept that something has to take up the slack. For Mr Winnifrith it is imagining the death of his enemies, for someone else it might be eating chocolates.
I note that Tom is also rather hopeful that if he spends his waking hours trawling through 52 companies that he says I was associated with, he may find something that I don't know myself. Bizarre as it may seem to Tom, I brought this first action knowing full well my own history. I have never claimed to have an unblemished record; this first case is about whether or not it is right for somebody to invent lies in the destructive way that Mr Winnifrith does.
There is therefore nothing Mr Winnifrith can discover that I don't know about already; I went into this action with my eyes very wide open knowing full well what to expect from Mr Winnifrith. As I have mentioned in a previous post, far from being the wrong person to hold Mr Winnifrith to account, I'm precisely the right person because I am relatively impervious to Mr Winnifrith's malevolent approach. For anyone with an impeccable reputation, to even be associated with holding Mr Winnifrith to account, would be to invite intensified abuse and false accusations from him, which would damage the Claimant's profile on the internet even further. In addition, not many people are prepared to be subject to the abusive insults that are Mr Winnifrith's speciality. I don't need to sully this website by repeating them here, but anyone having a glance at Mr Winnifrith's writing will know precisely what I'm talking about.
This first action is therefore also a pathfinder to prepare the way for actions by multiple parties. There will be many developments over the coming days which Mr Winnifrith may think is the "big surprise" I have referred to but, make no mistake, there will be no room for doubt when it takes place.
Lastly, it is clear I know a lot more about the rules concerning shadow directorships than Mr Winnifrith does; but, for now, I'll let him waste some more time demonstrating how little he understands the subject.
1st March 2017 - Public Interest
Mr Winnifrith makes much of his spurious claim that he acts in the public interest. The cases that are being brought against him will highlight that it is not in the public interest to steal emails and publish them, nor is it in the public interest to destroy the whole concept of rehabilitation by inventing lies about anyone who happens to have a long spent conviction, and it is certainly not in the public interest to run a protection racket. If the Court were to rule that it is in the public interest to do these things then, literally, God help us all.
Mr Winnifrith has tried to shift the debate from the fact that he is a proven and highly destructive liar - who played a central and highly active role in trying to destroy Worthington - to the rather quaint idea that I was a shadow director and it was really me who was responsible for the problems faced by Worthington instead. Brilliant.
As regards surprises, the only surprise unveiled by Mr Winnifrith yesterday was that there was a government agency that he hadn't already contacted; I would have thought he would have set up a group email by now.
That said, unfortunately for Mr Winnifrith, I do have a surprise for him but my surprises are on an altogether bigger scale.
I am not being vindictive, readers will know that I have done everything fair and reasonable to avoid having to take the steps that are being taken, and will be taken, to hold Mr Winnifrith properly to account. And he knows that too.
27th February 2017 - First Claim Launched (a day earlier than planned)
See Litigation Summary Section
26th February 2017 - Strange Appearances
One of the allegations made in the Tortious Interference Report on this website is that Mr Winnifrith is engaged in blackmail and racketeering. Sharp eyed readers may have noticed that there are significant numbers of individuals and companies who:
1. Have been targeted by Mr Winnifrith for false and destructive reporting
2. Have subsequently taken space at his Investor Show, or appeared as a guest speaker, and
3. Where the attacks have ceased or have been materially reduced.
We have been conducting our own investigation into this curious anomaly and would invite Readers to submit their own list of companies or individuals where this odd phenomenon has taken place.
Which sort of individual or company, having been on the receiving end of Mr Winnifrith's malicious falsehoods, would then voluntarily choose to pay to take space at his Investor Show? All very strange.
There is a sub category that we are interested in as well - those companies who have taken space at a rival investor show (and so not had the "benefit" of appearing at Mr Winnifrith's Investor Show), and been subject to concerted attacks by Winnifrith.
This is all very fascinating.
28th January 2017 - Reckless Tom
This website has already highlighted and catalogued a whole series of false, reckless and damaging statements made by Mr Winnifrith and about which I have direct personal knowledge (see 28th December 2016 post below); I have also highlighted Mr Winnifrith's remarkable ability to brazenly criticise others when his own failings match and often greatly exceed those he targets (see here). I have also highlighted the inevitable and hugely damaging effects that his malignant influence has on fledgling companies (see homepage and 20th and 21st December 2016 posts). Therefore, having witnessed the extent of his malicious, destructive and unjust "news" first hand, I decided to review in detail his commentary on other companies on the basis that "grapes are not gathered from thorn bushes nor figs from thistles". In other words, having been singularly unable to report any of the Worthington story in an honest, fair-minded and objective way, it obviously follows that Mr Winnifrith would be equally unable to tell the truth about other companies he targeted. I have therefore decided to begin a series of articles highlighting his dishonest and hugely damaging attacks on some of these other companies.
Almost all of the companies that Mr Winnifrith targets are early stage, fledgling companies that have the exceptionally difficult task of building a new business from scratch, often with a new product, in highly competitive or emerging markets with limited resources. To have any prospect of success, these companies require the support, goodwill and confidence of their backers and business associates. That goodwill and support is a very precious and fragile necessity for these smaller companies in particular. Indeed even large banks and financial institutions require the trust and confidence of their customers and business partners to avoid a run on deposits and an ensuing liquidity crash. Smaller companies don't have the Bank of England to bail them out through the printing of cash or quantitative easing and are particularly vulnerable to the unlawful and unregulated activities of Mr Winnifrith - because they are often pre revenue, pioneering companies with much of the business plan, market or product as yet unproven. They are therefore uniquely susceptible to a campaign of vicious, sustained, malicious libel orchestrated by Mr Winnifrith designed to destroy all confidence in the fledgling company so that the company is catastrophically undermined. Mr Winnifrith can then claim "vindication" having himself been the cause of the failure in the first place. It is far easier to destroy a fledgling company than it is to build it, or to drive a smaller company share price down than to tip a good long-term investment (I haven't analysed Mr Winnifrith's unregulated share tipping in detail, but I suspect that his basket of long term buy recommendations are materially worse than his "guaranteed" success from recommending investors sell shares in those companies that he targets for his unlawful campaigns and where known associates of his are often short).
African Potash (“African”) (Part 1)
The first series of articles I decided to review (relating to companies in which I have no interest) and which are written by Mr Winnifrith, concern African Potash.
A classic theme of Mr Winnifrith's campaigns is to label an entire company a fraud: that is, to claim that the whole company and everyone in it is engaged in a concerted and deliberate attempt to defraud investors for personal gain and that the company is a criminal enterprise. That is the plain meaning of Mr Winnifrith stating that "African Potash is a fraud". So Mr Winnifrith, a failed politician, failed businessman, award winning hypocrite, consistent and deliberate liar and pseudo journalist reckons that he is qualified in his sole, chronically inept, judgment to decide - without any weighing of evidence by a properly constituted jury - to proclaim a whole company a fraud? One has to wonder whether his behaviour is that of an imbecile or a sociopath. And a sociopath, don't forget, who publicly takes pleasure in the demise of those he targets. Most of us know our own failings - I certainly know mine - but it is painfully clear Mr Winnifrith is not acquainted with his, or he would be too shame faced to consider, let alone make a career out of, criticising others in this way.
By labelling African Potash a fraud Mr Winnifrith is effectively saying that the entire Board of Directors, including Peter Hain (former MP and Cabinet Minister), Mark Simmonds (former MP and senior consultant to Kroll Associates, the worldwide investigators) and Elias Pungong (partner at Ernst and Young) are all either engaged, or complicit, in a criminal enterprise. He is not saying that heads should roll but that the entire company is a fraud whose whole essence is to defraud investors, that there is no plan to build a lawful business and it is designed instead to defraud investors for.....for what exactly Mr Winnifrith?
The purpose of the series of articles that I am publishing regarding Mr Winnifrith's commentary on various companies that he targets, is not to pass judgement on whether or not a company is good or bad, or whether it is likely to be a commercial success or not, it is to identify and expose obviously false and highly damaging reporting by Mr Winnifrith. Along the way, a pattern of behaviour by Mr Winnifrith and ShareProphets is also emerging – but I will write separately about that in due course.
On 1st December 2015, African Potash announced a transaction with Beryl Holdings which, on the face of it, had the potential to generate significant revenues for African Potash with any payment being linked only to success. That looked like a relatively prudent deal structure. No income, no payment.
On 6th January 2016, African Potash announced a collaboration with COMESA. To have negotiated such an arrangement with what amounts to Africa's answer to the European Economic Area would have taken a great deal of time and effort to put in place. Clearly the Directors of African Potash thought they were trying to build a viable and worthwhile business, but Mr Winnifrith would like them to know that they were actually, unbeknown to them, building a fraud.
On 23 August 2016, Mr Winnifrith published a confidential agreement which he claimed showed a £600,000 "bung" paid by African Potash to "Beryl's boss Neverl Kambesha" in relation to the 1st December 2015 deal. This was labelled by Winnifrith as "explosive evidence" that African Potash and their advisers had deliberately colluded to mislead investors in a placing by not mentioning it.
Mr Winnifrith's fraud twitch, which he appeared to have under some minor degree of control for a short period up to that point, then went into complete spasm. He wrote to the A-Z of regulators, including his local neighbourhood watch, to tell them what absolute rotters/fraudsters everyone associated with African Potash were. And how everyone should go to jail, including sons and daughters of the guilty, and anyone who has ever been vicariously associated with the African Potash coven. (Steady Tom, or even writing about it might make you unclean).
So let's take a look at that alleged "bung".
Mr Winnifrith claims that a crucial clause of the agreement (1.6.5) was not mentioned in the RNS. That clause is as follows:
"Beryl has a number of associated and subsidiary companies involved in agriculture, commodities and mining in Africa and will select with AFPO's agreement [my emphasis] another one of its associated or related companies suitable for a London Stock Exchange IPO, RTO or similar transaction or pre IPO Investment and AFPO will either introduce third party funding or invest itself GBP£600,000 for equity or quasi equity to enable this transaction or other necessary costs to be met".
And Mr Winnifrith states that
"In other words African was obliged to come up with £600,000 or ensure that cash was sent to a company wholly owned by Beryl's boss Neverl Kambesha whatever sales were generated by this deal. Punters thought this deal came at no cost to African just upside potential"
"Up until now the worst we could accuse Cleverley of was in lying in an RNS on January 6 2016 to get the January 12 bailout placing away - see HERE. But this is far worse"
So Mr Winnifrith says that it was this clause that convinced him that African Potash was a fraud and that lyin' Tom (to coin a phrase) was now convinced that Chris Cleverley and everyone connected with African Potash was instead a fraud.
Well: Imbecile or Sociopath, Tom, which is it?
It is clear that anyone associated in any way with business would know exactly what that clause means. It means exactly what it says. Having made an agreement with Beryl it became clear that Beryl had other businesses that could be floated in London. African Potash wanted to have the potential to be involved in assisting with that floatation. African would need to agree that the proposed floatation was up to standard, but if it was it would like to either invest directly or arrange the funding. That clause is not in any way an obligation to pay, or even a right to pay, but an understanding of a way forward and an expression of interest. Unless African agreed with the quality or suitability of the float there would be no float and no payment.
If African had been obliged to mention it, it would actually have been seen as another potential source of profit. African would have been within their rights to have said something along the lines of “Furthermore we have come to a broad understanding with Beryl that, subject to African being satisfied with the quality or suitability of the business, African will assist Beryl float one or more of Beryl’s subsidiaries on AiM. It is our hope that this will generate additional income for African in due course, both by way of fees for advising on the prospective float and also by assisting with a £600,000 fund raise. Again, subject to being satisfied with the quality of the subsidiary, African may itself choose to subscribe for all or part of the intended £600,000 fund raise”
Is Mr Winnifrith surprised that he can't find the £600,000 bung in the accounts (as he searched empty handed on 4th January 2017)? Only an imbecile would conclude that that clause represented a bung in the first place. Is Reckless Tom going to apologise for labelling African Potash a fraud on that basis ("Up until now the worst we could accuse Cleverley of was in lying in an RNS on January 6 2016 to get the January 12 bailout placing away - see HERE. But this is far worse"). His targeting of African Potash in this dishonest and destructive way undermined the company by littering the internet with allegations of fraud, driving away investment and making Nomads unwilling to act. When it comes to whom to sue, the parties he is currently trying to persuade to sue Cantor and/or the Directors of African Potash would be better advised to turns their guns on Mr Winnifrith instead.
Fledgling companies need to be protected from this kind of behaviour and any website engaged in tipping UK shares should be regulated by the FCA. What is the point, you might ask, of newspapers or brokers complying with certain reasonable standards if a loose cannon can simply set up in business and drive a coach and horses through the entire regulatory framework? Rogue websites, like ShareProphets, should either comply with good practice and be accountable to the FCA or be closed down.
Mr Winnifrith likes to flatter himself that he plays a worthwhile role in AiM regulation: that Reckless Tom can do a job that the regulators, having to deal in truth, can't do. What would happen if ShareProphets is closed down? Pretty much what happened before it arrived on the scene. If a company fails to deliver, the share price falls, investors buy at lower prices or shun the company altogether. The market performs this role in a gradual and measured way. Investors can make up their own minds at each stage of the company's progress or lack of progress. Trying to cause precipitous collapses or the resignation of Nomads and the suspension of share trading, as Mr Winnifrith does, artificially distorts the market and also prevents entrepreneurs from being able to learn on the job. An enthusiastic entrepreneur confident that he has just signed a great deal, only to find that dealing in Africa is less reliable than he thought will be more wary next time, if there is a next time, chastened by the market reaction. Three years later he may have learnt enough to make a success of the venture. Simply trying to destroy fledgling companies, in the way that Mr Winnifrith does, serves no useful purpose and destroys the livelihoods of investors and employees in the companies he targets. He should be regulated and if he isn't regulated, he should be closed down. It is past time that this particular rogue trader was put out of business.
24th January - Birthday Present
My thanks to Tom Winnifrith today for helping me to celebrate my 50th birthday. I resisted the temptation to point out to him yesterday that he is, as usual, wrong regarding his central assertions. I am of course not bankrupt and was discharged after just one year. I have also been working on a detailed analysis of various similarly fake news stories he has published over the years, and the resulting damage he has caused to countless other companies. The first of a series of articles on these cases will be published this week. This latest fake news story and alll the other instances where his fake news causes real damage underlines just why Mr Winnifrith and Shareprophets need to be put out of business. That case has been given added weight by his latest own goal.
23rd January 2017
An update on the various legal actions will be posted on 30th January 2017. In the meantime I can confirm that delivery of the certificates in the new listed company, referred to in the Small WRN Shareholders section of this website, remains on track for no later than 16th March 2017.
10th January 2017
Litigation Summary section updated
6th January 2017 - Who better to bring action against Winnifrith?
Mr Winnifrith has set great store by the idea that, because I pleaded guilty to and was sent to prison 25 years ago for an offence not involving dishonesty, and that I have also been bankrupt and am currently disqualified as a director (though also currently permitted to be a director by the same Court), whatever he says is right and whatever I say is wrong.
No doubt when Mr Winnifrith first began his assault on Worthington, he must have assumed it was a soft target: the false but perceived Craig Whyte connection (and Whyte's unrelated criminal charges in relation to Rangers) and my own, unconnected, failings more or less gave him license to say anything he wanted. And he did. What he will discover is that conflating entirely unrelated matters is a very unwise thing to do; and he will also discover that the truth exposes and destroys all falsehood, no matter that casual lies can throw dust in the air for a short period.
Therefore when the actions that are being brought against Mr Winnifrith by me, and those I support, are eventually successful - despite this apparently unpromising backdrop - it will be a spur for anyone else who has a justified grievance against Winnifrith to step forward. After all, if Winnifrith can lose to "a convicted criminal, multiple bankrupt and banned director", what hope has he against anyone else?
Incidentally, in relation to the charges that I pleaded guilty to 25 years ago, the defence against the charges was that the omission was both honest and excusable. It was accepted by all parties, including the Judge and prosecution, that the omission was honest but I pleaded guilty to the inadequate accounting being inexcusable. In hindsight, bearing in mind that these events took place between the ages of only 18 and 21, when most teenagers are doing what most teenagers do, and that I wasn't involved at all in the accounting function, I think it was in fact excusable and so I should perhaps not have pleaded guilty. But that is another story…
6th January 2017 - A question of Moral Authority
When considering lecturing others about any particular issue, it is advisable to establish whether one has the appropriate moral authority to do so. For example a married man, engaged in multiple illicit affairs, would not appear the obvious choice to criticise others for lack of marital fidelity.
Similarly, if there is a God (and I obviously believe there is), then - unless he has lived as a man, subjected to the same temptations and problems as men - he would have no moral authority to judge men. Indeed Christ says that he has been given authority to Judge because he is the Son of Man.(John 5:27). Without such moral authority, it would be possible to say to any so called god, trying to condemn men "you don't know what it's like to suffer pain and suffering and temptation and misery. There you are, sitting in your ivory tower, untouched by grief and poverty and despair, and yet you presume to judge me?". Only a God who had suffered everything that we suffer, and yet not sinned, has the moral authority to Judge mankind.
In my own case, I did not feel that I would have the moral authority to be involved in public evangelism, whilst I had creditors who could rightly claim that I owed them money or that I had in some way let them down financially. Critics could understandably argue "that's all well and good, but what about all these people he owes money to". Therefore my objective to repay creditors, that I no longer have any legal obligation to reimburse - and anyone else who could justifiably claim that I had lost them money - was designed to remove that stumbling block. In other words, by paying several million pounds to these former creditors, I will have bought the right to speak with moral authority. Consequently, whilst people may disagree with the message that I intend to preach, they will at least have to acknowledge that I genuinely believe it myself.
Readers will be aware that I had intended to quietly achieve my objectives, publish my book, and then commence full-time evangelism without any "song and dance" about it. However, the action of Winnifrith and others became itself an obstacle to my achieving this near 30 year objective. For that reason only, it became necessary to talk publicly about what I am actually trying to achieve. And, of course, with Worthington poised to complete its acquisition program, and my former creditors interests protected through the Olympus Trading holding, that objective was very close to completion. I suppose the late twist in the tale, being subjected to the unlawful and vicious campaign referred to in the Tortious Interference Report, adds to dramatic effect; but then every good book needs a genuine villain, and Mr Winnifrith and co are performing that role with genuine aplomb. Having said that, over the last 28 years I have witnessed my fair share of heroes and villains, and Mr Winnifrith has at least contributed to an exciting final chapter. Fortunately, despite best endeavours, he and others will not be able to prevent the acquisition programme completing (through the new vehicle) and the objective ultimately being achieved.
However, with respect to appropriate moral authority, if Mr Winnifrith had an ounce of self awareness, he would realise that his own failings conclusively disqualify him from any role involved in the criticism and condemnation of others. Perhaps one day that truth will break into his conscience.
6th January 2017 - Biggest Hypocrite in London Award (update).
Flushed with success after collecting his award on New Year's Eve, Mr Winnifrith has wasted no time in putting down a marker for the coveted prize in 2017. By sneakily arranging his financial affairs so that - to use his own words - his creditors "won't get a cent" when the inevitable Court Order to pay damages finally arrives, Mr Winnifrith has ensured that he can enjoy the freedom to libel all comers with unrestrained abandon; and, whatever else happens, his creditors will have more success finding gold at the end of the rainbow than cash from Mr Winnifrith. Having put in place a scheme to rob his creditors in this way, close watchers of Winnifrith can probably guess what happens next? Naturally, he has decided to criticise the financial arrangements of others.
For those interested in finding out the truth about Mr Winnifrith's imaginative claim that "Mr and Mrs Earley live in a £3m house whilst bankrupt", see below. But for everyone else, why not just savour the smooth, refined, effortless, style of our 2016 Award Winner as he shows yet again why - when it comes to hypocrisy - Mr Winnifrith is simply a Giant, casually flicking his competitors out of the way.
6th January 2017 - Mr Winnifrith's comments on my family home
Having arranged his financial affairs in such a way that he can libel anyone he attacks with impunity, so that his creditors "won't get a cent", Mr Winnifrith no doubt assumes that everybody else should arrange their finances in the same way that he does.
In contrast, in 1991, my wife and I bought a house in Beverley Way, New Malden for £129,500. By December 2003, I had also generated almost £1 million cash from stock market trading and investment. Sitting in Paris with my wife, around Christmas 2003, I was very happy, relaxed and peaceful. I had earned enough money to live a contented life, and the temptation was to ignore my promise to repay former creditors and enjoy a tranquil life instead. However, I decided to keep my promise and go ahead with a plan to purchase a private company, using my cash, with the intention to float that company on the market at a value exceeding the amount I owed to former creditors. By January 2005, we sold our home in Beverley Way because we needed a bigger house for our family. The Beverley Way property had increased substantially in value, and we were able to take the equity out of that house to put down as a deposit on our current property. Our current property has also substantially increased in value and yet we have used all the equity in it to support the effort to repay my former creditors. All the difficulties - the upset and the trauma that has caused - and the long suffering support of my wife and family in this endeavour forms part of my book. Suffice to say, however, that the rather grubby effort by Mr Winnifrith to put his assets beyond the reach of his creditors is the polar opposite of what we have done.
New Years Eve 2016 - Tom Winnifrith wins major Award
There are awards for a multitude of achievements in the field of human endeavour: The Oscars, the Nobel Peace Prize, Sports Personality of the Year, the Albert Einstein Award, etc. But unfortunately, until now, there has been no award for the Biggest Hypocrite in London. I considered asking for nominations from readers but swiftly concluded it was a futile exercise: there can be only one winner, a Titan who stands so head and shoulders above the rest that everyone else can merely quake beneath the great man's shadow. For every one amateurish effort from a mere mortal, Winnifrith can point to ten, 24 karat, solid gold, in your face, hole in one, smashes. Mr Winnifrith is a one off, a legend, where the only right response is to simply applaud him onto the stage, to receive possibly the most deserved award of any likely to be given in 2016 (and probably for many years to come).
Here are just some of Mr Winnifrith's masterstrokes:
Attacking many companies for allegedly misleading investors, and then proceeding to lie to donors (not investors, donors) when raising money himself.
Claiming to believe ardently in free speech, but quickly deleting any post that might shed light on the murky genesis of ShareProphets.
Claiming to have been libelled whilst he himself manages double shifts in a state of the art libel factory.
Claiming to be liberal minded, but being kicked out of the Liberal Party for helping to produce Racist material that even the BNP found offensive.
Accusing companies of lying, whilst making a career for himself out of lying on a blockbusting scale.
Criticising directors when his own performance, whilst a director of Rivington, was strikingly worse than many of those he attacks.
But possibly the coup de grace, the piece de resistance, the magnum opus of the great man is his use of guilt by association.
Mr Winnifrith regularly tries to add weight to his false allegations of fraud against smaller companies by identifying any director, officer, substantial shareholder or adviser who may have had failings in the past to allege that the targeted company must therefore, currently, be engaged in fraud - regardless of whether or not the previous failing involved dishonesty.
So, who does Mr Winnifrith choose as a backer and investor for ShareProphets? Who do you think the Grand Master would choose to be involved with a share tipping website, focused in large part in driving down the share prices of smaller companies? None other than Mr Christopher Potts, of course. A man found guilty of distorting markets and therefore, by Mr Winnifrith's definition, defrauding smaller investors. A man who ran naked short positions of more than 250% of the issued share capital of Room Service, whilst a market maker. A man found guilty of market abuse. How could I have missed it? Perhaps it's the purity of the hypocrisy, the faultless, matchless perfection. Whatever the reason, I can do nothing but gaze in dumbstruck wonder.
I have nothing whatsoever against Potts and hope he is indeed a reformed character and is now - alone amongst men - perfectly virtuous. But for sheer, exquisite, championship winning hypocrisy, Mr Winnifrith serves up a blistering ACE.
Even then, so natural is he as a performer, as Winnifrith takes his bow in front of the Royal Box at Centre Court and gives his victory speech to the awestruck crowd, he delights them with another, mere aside. He manages to slip into in his speech that he doesn't believe in rehabilitation - unless that person happens to be giving him cash.
Truly, we are in the presence of greatness; Mr Winnifrith we salute you!
30th December 2016 - Thought for the day
“It is not the critic who counts; not the man who points out how the strong man stumbles, or where the doer of deeds could have done them better. The credit belongs to the man who is actually in the arena, whose face is marred by dust and sweat and blood; who strives valiantly; who errs, who comes short again and again, because there is no effort without error and shortcoming; but who does actually strive to do the deeds; who knows great enthusiasms, the great devotions; who spends himself in a worthy cause; who at the best knows in the end the triumph of high achievement, and who at the worst, if he fails, at least fails while daring greatly, so that his place shall never be with those cold and timid souls who neither know victory nor defeat.”
I would like to express my sincere thanks to all those who have sent me messages of support; it would seem that Mr Winnifrith has upset a large number of people. I have also been urged by several people to set up a donations facility on the website, so that they can assist with legal costs in the multiple legal actions being prepared against Mr Winnifrith and ShareProphets. I have therefore set up a facility as requested and anyone wishing to donate can do so publicly or anonymously at their option.
In the event that money is received it will only be used to pay legal costs where Mr Winnifrith and/or ShareProphets is a defendant. In addition to actions referred to in the Tortious Interference Report and elsewhere on this website in relation to Mr Winnifrith, we will also be willing to consider helping anyone else who has a legitimate grievance against him.
No money will be drawn down from gofundme except against solicitor invoices that are first published on this website, and which relate specially to action against Mr Winnifrith or ShareProphets.
The name of the campaign is simply "Stop Winnifrith" and can be found here
29th December 2016 - My disqualification
I have noticed various comments about my disqualification which could benefit from some factual input.
Very simply, I had put in place a solvent restructuring of a company in order that, following the restructuring, creditors would be paid in full - without the proceeds being eaten up by an insolvency practitioner (which, anyone who has had any dealings with insolvency practitioners will know, often leads to large fees and little left for creditors). The idea was to realise its investments in an orderly way over twelve months. What could not have been seen at the time was that the Global Financial Crash would take place during the twelve month period and cause the market and liquidity in smaller company shares to virtually disappear, resulting in the inability of the restructuring to be completed successfully. At the time of the disqualification hearing, I could not afford representation, and therefore had to represent myself (never a good place to be). Nonetheless the chief finding was that, even though the intentions were honourable, the restructuring increased the risk to creditors. I personally believe that was using the benefit of hindsight, but that was the finding. As readers will be aware, there was no suggestion of dishonesty and I was described as "sincere and well meaning", and a "clear and cogent witness" - by opposition counsel and the Registrar.
29th December 2016 – What the Winnifrith case is actually about
I've listened to Mr Winnifrith’s factually light podcast today and I will respond in more detail in due course. In the meantime, in answer to his suggestion that I am trying to close down bearish comment that is, again - along with his account of what took place in Court - simply untrue. Markets have always had bear comment and always will have bear comment; the markets worked perfectly well before Mr Winnifrith and his libel factory arrived on the scene, and will do so again when he leaves. Very simply, when companies fail to deliver on their promises, the share price falls because investors grow sceptical and decide to exit. Commentators can point to lack of cash generation, lack of delivery against business plan etc, and all the multitude of other reasonable criticisms that they may have, and bears can go short as much as they like. The main specific objection I have is that it is wholly wrong for Mr Winnifrith to denounce entire companies as frauds, on his hypocritical and self appointed say so, in order to destroy the business. This distorted and dishonest coverage of companies - whilst trying himself to be unaccountable to the FCA (whilst still offering investment advice) or to be subject to any recognised journalistic code of ethics - is undoubtedly destabilising the market. If Mr Winnifrith thinks that a company can just carry on regardless, as though nothing has happened, when his unilateral allegations of fraud litter the intent and starve the target company of capital, then he is either telling yet another lie or he is utterly deluded.
My objective is indeed to close down ShareProphets and, on the basis that he has no assets, to seek to make Mr Winnifrith bankrupt so that he can never again cause the misery and pain that he has caused to so many innocent parties. As I mentioned in an earlier post, I fully expected to be subject to an intensified campaign of abuse when holding Mr Winnifrith to account, and I expect that to continue.
29th December 2016 – Recent Rescission Application
Another question that Mr Winnifrith raises in his podcast is the idea that the position of Worthington has in any way changed vis its last announcement by virtue of a hearing that took place recently. To be clear, the views on this website are my own and do not necessarily reflect the views of Worthington or its Directors. However, I happen to know what that hearing was about because the application to rescind the winding up order, was made by the debenture holder of Worthington (Renatus Capital Ltd, my brother’s company) and had to be made within five business days of the winding up order being granted. This was not Worthington's application for a Judicial Review, which was the subject of the recent announcement, but a separate application. By making the application for rescission within five business days of the winding up order, the debenture holder achieved two things: firstly, should Worthington wish to make an urgent application for a Judicial Review, it can now do so more easily - if the rescission had been granted it would be more difficult to argue that it needed to be done on an urgent basis. Secondly, if the Judicial Review permission is granted Worthington, or the debenture holder, could apply for leave to rescind again out of time - but will be able to point out that application was originally made within the five day window. One of the many problems with Mr Winnifrith is he likes to state as facts things that he knows virtually nothing about. What the directors of Worthington decide to do in relation to these matters is not the subject of this website and is not for me to second guess.
Incidentally, had I wanted to be a director of Worthington or thought that I was likely to be involved in the management of Worthington, and been invited to be a director and wanted to take up such a role, I could have applied for permission to be a director of Worthington in the same way that I did for one of its subsidiaries. The Court does not give permission to be a director to individuals that it considers to be dishonest. But the facts are that I am not involved in the management of Worthington and Doug Ware was very clear about that. Will I be involved as a director of the new company? Maybe: if only so that I can't be accused of being a shadow director.
28th December 2016 - poor Mr Winnifrith
As part of Mr Winnifrith's assault on fledgling, vulnerable, early-stage companies, he accuses them of lying and making misleading statements. He says that he only targets companies that are not generating cash - which fledgling companies, by their very nature, do not do. Having identified what he considers to be statements that, in his sole opinion, are not precisely accurate (making no allowance for human error), he then labels the entire fledgling company a fraud in order to drive away investment and ensure that the company does in fact fail (causing substantial loss and misery to employees and smaller shareholders), so that he can then claim that his original false claims were in fact true.
When labelling fledgling companies frauds, Mr Winnifrith claims that he is exercising his right to free speech which is an important civil liberty. However one of the key cornerstones of English civil liberty, is the presumption of innocence until proven guilty, beyond reasonable doubt, in a court of law tried by one's peers. Mr Winnifrith's deliberate labelling of parties, who are currently innocent, as fraudsters in this way is not "freedom of speech", but an attack on that central principle.
Who is this person who makes allegations of fraud on an industrial scale? You would have thought, perhaps, that somebody who sets himself up in judgement over others would have to be - at the very least - someone who has a track record of only telling the truth? Someone who doesn't himself have a track record of making misleading statements? Someone who isn't a serial liar?
When considering Mr Winnifrith, it becomes obvious that he has said the following things which would appear to thoroughly disqualify him from such a role. The list relates only to what I know about personally; but, if you are a shareholder or employee in any of the other companies targeted by him, it is fair to say that - if he can say so many things that he knows to be untrue about one company or situation - it is inconceivable that he isn't also telling at least some lies about your company as well:
When trying to raise funds for his defence in relation to the first legal action that I brought against him, Mr Winnifrith raised money from donors on the basis that this was a libel action (see 8th March 2015 post) when in fact, as he well knew, this was an action to prevent him publishing stolen emails. Is Mr Winnifrith going to admit that he deliberately misrepresented the "investment case"?
He also stated in relation to that first legal case, that he was there to defend pensioners. That was another lie: the Trustee in control of the pension fund was appointed by the Government.
He claimed to have "won" in Court whilst failing to disclose that he had reached a private agreement to stop calling Worthington a fraud - and for all his posts to become like "internet chip paper" - whilst allowing his subscribers to think that he had not entered into such an arrangement. And if he agreed not to call Worthington a fraud, if he really thought Worthington was a fraud, that would suggest that his campaign "to expose frauds" is a sham and/or he knew full well that he would lose at trial.
Mr Winnifrith states that I was convicted of corporate theft. That is a blatant lie
Mr Winnifrith states that I was interviewed under caution several times in relation to Rangers. That is another lie.
Mr Winnifrith states that Craig Whyte is behind Worthington, that is another lie.
The list of Winnifrith lies goes on and on and on and on.
He has stated that Companies House have taken no action to strike off Worthington because they are being 'lent on' by other agencies. I am a director of Sevco 5088 Ltd and happen to know the current status with Companies House, and Mr Winnifrith's account is similarly untrue. He would also have you believe that the SFO are investigating. What he means is that he has given them a file, rings them every ten minutes and asks whether they have read it. And would they please, please, pretty please do so. It may surprise Mr Winnifrith, but government agencies have to deal in truth; so it is not those who have worked as hard as possible to protect shareholders and pensioners who will have any issue with the law, but those who have spent the same amount of effort trying to destroy vulnerable companies in the way that Mr Winnifrith has.
I have not wanted to be involved in a confrontational campaign to close ShareProphets: indeed, I have done everything reasonably fair and possible to avoid such an event; not least because I and colleagues have wanted to concentrate on delivering value for Worthington shareholders. However, now that it has become necessary to proceed down this route, this campaign will not stop until either Mr Winnifrith is personally bankrupt (so that he cannot resurrect any similar unlawful campaign) and/or ShareProphets is closed down so that it is no longer a blight on the London Market: there will be no more deals with Mr Winnifrith because his word, contrary to his claim, is - as any independent observer will agree - completely worthless. There will be more details on this campaign tomorrow.
On a personal level, I am very aware of my own personal failings – indeed you will be able to read about those failings in detail in my forthcoming book, which is predominantly about the grace of God. However, what is difficult to stomach, is the notion that a deeply flawed and ocean going hypocrite should, as Mr Winnifrith does, set himself up as a judge over all. That cannot be allowed to continue and this campaign will not stop until Mr Winnifrith is permanently discredited.
A very Happy New Year to men of goodwill.
28th December 2016 - Litigation Summary section updated
I will also be posting again later today
21 December 2016 - Should a whole company be destroyed or should an individual resign?
Mr Winnifrith states in one of his articles today that he only targets bad companies that don't generate cash. It may surprise him, but most early stage companies don't generate cash; that is why they are vulnerable and that is one of the reasons they are targeted by Mr Winnifrith. Furthermore, most early stage companies will not succeed; that is the risk of investing in early stage or concept stocks. What isn't required is for these fledgling companies, already engaged in the exceptionally difficult task of building a new business, to also be subjected to savage libel and malicious falsehood.
Mr Winnifrith finds it difficult to write a complete sentence that doesn't involve a manifest libel or gratuitous insult but, for arguments sake, assuming that what he was writing was entirely true, he should not be trying to destroy an entire company but seeking the resignation of whichever individual or group of individuals was/were responsible for whatever he complains about.
Take Cloudtag, for example. Presumably, when they were brought to the market, the Nomad was satisfied that the product was potentially viable and that the company wasn't populated by a legion of fraudsters? On that basis, one would assume that the sanction for any wrong doing, if there were any, would be for the party involved to resign, as happens with larger companies, rather than for the whole company to be destroyed. It is a deliberate policy of Mr Winnifrith to affix the fraud tag to an early stage company in order to destabilise and ultimately destroy it, so that his malicious falsehood becomes self fulfilling - to the serious detriment of the company's employees and smaller shareholders.
When I resolved to become involved in the necessary task of holding Mr Winnifrith to account through the Courts, I fully expected to be, and expect to continue to be, subjected to an intensified campaign of abuse. One of the reasons that Mr Winnifrith has not been held to account to date is because, understandably, most people would prefer to avoid being subjected to special abuse. In my case, such is the injustice that Worthington and its shareholders have suffered at the hands of Mr Winnifrith, and the other Interferents described in the Tortious Interference Report, that this intensified abuse is a price well worth paying,
20th December 2016 - Cloudtag and the Nomad system
One of the many serious allegations levelled against Mr Winnifrith in the Tortious Interference Report on this website, is that his activities distort and destabilise the market in smaller company shares. One of the several ways that he does this is to raise the prospect that a Nomad is going to resign, and to try and bring that about, which would result in the suspension of shares in the target company. The prospect of suspension then becomes a predominant consideration for investors in the target company, rather than the company's commercial prospects (which should be the key consideration), causing investors to flee the company, causing the share price to fall and thereby undermining the company's ability to raise capital, whilst at the same time giving the impression that the shares are collapsing due to Mr Winnifrith's allegations of fraud.
In Mr Winnifrith's podcast today he states that it is the intention of one of his colleagues to contact all the clients of Cloudtag's Nomad, in order to try to destroy the business relationship between Cairn and those clients, in order that Cairn will consider it too damaging to remain with Cloudtag, with the intention that Cloudtag's business will be destroyed because it will not be able to find a replacement Nomad (which Nomad would want to replace Cairn in the firing line?) - to the satisfaction of those who are short of the stock. Is that right or fair? Is it lawful? I don't think so. I do not know very much about Cloudtag or its prospects, or whether it is a good or bad company, but I do know that deliberately trying to destroy the company in this way is unjust.
This also exposes a fault line in the Nomad system when in essence you have a corporate serial killer on the loose, preying on entrepreneurial companies in the vulnerable development stage. By their very nature development stage companies are going to make mistakes, and many of their sales targets will be missed, but to label them as frauds and then try and destroy them in this way is pretty abhorrent. The real losers end up being the smaller investors who are locked into a private company unable to finance its business plan leading, inevitably, to the destruction of the company. It seems to me that whether or not a Nomad resigns has taken on a significance far greater than that originally intended when the AiM rules were first designed and which had not envisaged the activities of Mr Winnifirith. This activity is having a seriously destabilising effect on the smaller company sector as a whole.
Perhaps a solution might be to have a two tier AiM sector, as happens in other countries. For a company to join AIM it would need a Nomad, but if it subsequently loses its Nomad, it would be relegated to the "No Nomad" section of the market on a caveat emptor basis. This would at least address this distortion until Mr Winnifrith's activities are ended.
19 December 2016
I have noticed Mr Winnifrith's recent postings suggesting that I have accused him of insurance fraud and stealing £100,000 from one of his previous companies. To be clear, the report on this website accuses Mr Winnifrith of, inter alia: publishing stolen emails, breach of contract, distorting and destabilising the smaller company market, racketeering, tortious interference, malicious falsehood and deliberately destroying smaller companies (who are less able to defend themselves) whilst not applying the same approach to large companies who would have the time and resources to effectively combat him. The two things he is not accused of (insurance fraud and stealing £100,000) are instead the matters that he chooses to refute whilst ignoring the other 28 pages of the report. The report raises a question over the insurance claim and this missing £100,000 because, if an individual is involved in all the other unlawful activities mentioned, it is worth investigating, or re-investigating, whether these other unfortunate events might also have a less than innocent explanation.
On the other hand, in keeping with his uncontrolled compulsion to libel almost everybody he targets, Mr Winnifrith - in the very same post - proceeds to state as fact something that he knows to be untrue: namely, that I was convicted of corporate theft when in fact, as the Judge stressed at the time, my conviction over 25 years ago did not involve dishonesty (see home page).
If Mr Winnifrith thinks that this type of obfuscation will help him in the various forthcoming legal actions, I think he is going to be disappointed.
19 December 2016
I have been asked to clarify what constitutes a small shareholder in relation to the gift of shares in the new listed company. In order to ensure that small WRN shareholders have a mirrored exposure to the deals that Worthington was going to complete, it is not possible for the Injured Parties referred to in the Report to also be gifted shares. The Injured Parties will only participate in the new company to the extent that they have provided funds to it, or the transactions themselves; they will therefore have to sue the Interferents referred to in the Report for any losses sustained in relation to the matters raised in it. All other WRN shareholders will be entitled to the free shares.