Small Worthington Shareholders

As can be seen from the report, Worthington and associated parties have been on the receiving end of a virulent campaign of Tortious Interference designed to destroy the Company. As can be seen from the report, a number of the parties associated with Worthington have shown extraordinary commitment in trying to look after the interests of Worthington shareholders and pensioners, including advancing substantial personal funds and working without being paid, in contrast to the claims of those behind the highly defamatory campaign of false allegations levelled against every member of the Worthington team. 

 

As has been announced by Worthington, it is currently in the process of seeking to have the winding up of the Company rescinded pursuant to any successful Judicial Review. Whilst I personally feel that Worthington will ultimately come out of liquidation, the timetable for achieving this is clearly uncertain. 

 

Because Worthington has been unable to complete its acquisition program, due to having no tradable paper with which to do so, certain members of the Worthington team have provided personal funding to those acquisitions in order to ensure that they were still available to complete, even at the expense of personal financial hardship. However, rather than benefit from the Worthington liquidation (by simply completing these deals themselves, which they would be perfectly entitled to do as Worthington is unable to complete them), it has been decided to ensure that small shareholders of Worthington have a mirrored interest in the listed company that will now complete those transactions, so that they have the same exposure to the deals that they would have had had Worthington itself completed them. This will only apply to the smaller shareholders, whilst the loan note holders and other larger investors of Worthington will instead now concentrate on suing the parties responsible for damaging Worthington and causing them substantial losses.

 

To be clear, this arrangement will not involve an offer for Worthington so will not come under Takeover Panel Regulations because it is essentially a gift. And "gift" or "grace" is ultimately the central theme of the book that I have been writing for the last 28 years. For the avoidance of doubt, it will not involve any financial commitment from these Worthington smaller shareholders. 

 

Whilst the Worthington team have been on the receiving end of quite extraordinary abuse, which has certainly been damaging, we have also had some good fortune in so far as the largest intended acquisition is performing very much better than we had originally been expecting, and will be a corner stone of the new listed company.

 

My hope is that Worthington will ultimately come out of liquidation. If it does, my recommendation would be that it completes just one acquisition and comes back onto the market as a single enterprise commercial company.  It would then hold out the prospect of a bonus interest for small shareholders, who will already have an interest in the company that is about to complete the various acquisitions. 

 

Details concerning the arrangements for smaller shareholders will be published after commencement of legal action against the parties identified in the report; however, by way of guidance, the timetable for delivery of certificates in the new listed vehicle is not likely to take more than 90 days. It is expected that the first Letters Before Claim will be issued against certain of the main parties identified in the report during week commencing 19th December 2016, and legal proceedings issued two weeks thereafter. The Letters Before Claim and related information will be published on this website for the sake of transparency. 

 

Happy Christmas.

 

 

 

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:

 

  1. The Defendant refrain from re-uploading the webpage hosted at https://nunaminerals.wordpress.com/

 

  1. The Defendant refrain from making any publication that states that the Claimants are involved in fraud or criminality, or that their launch of Newco is fraudulent except other than by a report to a competent governmental authority/regulatory body and in any event without publication of the same on the Internet;

 

  1. Costs reserved

 

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.

 

 

Download
CourtOrder.pdf 
Adobe Acrobat document [1.6 MB]

 

 

 

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.

 

 

Download
InjunctionNunaWP.pdf 
Adobe Acrobat document [3.6 MB]

 

 

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. 

 

Exciting times. 

 

 

 

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. 

 

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. 

 

 

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