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Big Rangers Administration/Liquidation Thread - All chat here!


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http://news.stv.tv/west-central/306444-number-of-companies-run-by-sir-david-murray-set-for-liquidation/

A number of companies run by Sir David Murray have signalled their intention to go in to liquidation

Saw that this morning. Curiously, it has not been widely reported.

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Is the info I am posting old hat?

Or right in your face, plagiarism?

It's been turned over before, but its difficult to assess the significance.

The company at the heart of the 'ownership' saga, Worthington appeared dead until the end of last year, and the claims looked spurious.

They quietly 'phoenixed' in December, and in the last few days posted this to the Stock Exchange:

Worthington Group PLC

09 January 2015

Worthington Group plc ("the Company" or "Worthington")

9(th) January 2015

FOR IMMEDIATE RELEASE

Update

Further to the company's announcement on 12(th) December 2014, the FCA have now issued the company with guidance in relation to the transactions that the company asked the FCA to review pursuant to Listing Rule 5.6.4 (Reverse Takeovers). In the opinion of the FCA, following these acquisitions, the Company is, or will be, a fundamentally different business and therefore the transactions constitute a reverse takeover. Whilst the Company believes the arguments are finely balanced (in the Company's view, Worthington was an investment business prior to the transactions and will remain one following the transactions), the Company respects the FCA's view on this. Therefore, the Company's original request to suspend trading in the Company's shares remains in place pending a re-application for listing of the Company's shares and the issue of a prospectus.

The Company has already begun work on the prospectus and will seek to complete it as soon as possible. Once completed, and the application submitted, shares are expected to subsequently resume trading in London and also be traded in Frankfurt, Stuttgart and New York.

Following successful completion of the acquisitions, the Company will have substantial interests in litigation funding, media, clean energy, mining, oil and gas and property. Geographically, the Company will have significant investments in the United Kingdom, Australasia, Africa, North America, and India. Consolidated net assets of the group, following conversion of loan notes used to finance investments and before minority interests, are expected to exceed US $2 billion and generate net profits in excess of US $20 million in the first full year following acquisition, with substantial growth expected thereafter. Net assets per share, after financing costs and on a fully diluted basis, are expected to substantially exceed GBP5 per Worthington ordinary share.

The Company is in the process of preparing its audited accounts to 30(th) September 2014 and expects to hold its AGM towards the end of March 2015. The AGM notice and accounts will be available on the Company's website in due course.

Commenting on the news, Doug Ware CEO commented "Whilst ideally we would have liked to avoid triggering a reverse takeover, we respect the FCA's decision and will press ahead with completion of the Company's prospectus. I'm delighted with the progress that we have been able to make with these acquisitions and our pipeline of investments continues to grow. I would like to express my thanks to our shareholders for their patience and support during this process. In addition to these investments, the acquisition team will continue to progress new transactions which we believe will add further to shareholder value but which, once having produced the prospectus, will not trigger any future RTOs."

What does that mean? F*cked if I know :blink:

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Here's a bit more insight from Private Eye (who aren't often wrong - they can't afford it!) regarding the relationship of the entities involved:

Rangers

It is ever harder to believe that the recent events off the pitch at the Glasgow club can be happening at a public company - even one that owns a footbal club.

Wihin days of the police arriving at doors connected to old Rangers saviour Craig Whyte, new saviour Charels Green and his adviser Imran Ahmad are out the rangers door and Green is looking to sell his shares to the brother of a man convicted of VAT fraud.

Meanwhile wyte, once disqualified from being a director, claims that he and Green were secret partners all along, together with Whyte's twice bankrupted business partner Aidan Earley.Whyte now threatens a legal claim on the 'oldco' Rangers assets acquired by the 'newco' Rangers floated last year.

Amid all this, a perhaos more important question concerns the potential pillaging of a pension fund controlled by Worthington Group, another listed company linked to Whyte and Earley. That is the same Worthington Group that is now backing threatened litigation by Whyte over the Rangers assets.

Worthington is a textile-turned-property business which was run until 2010 by Joe Dwek, well known in Manchester business circles since the 1970s. Back in the day, Worthington acquired another former listed textile business, Jerome Group, which had a large pension fund; in 2010 this had assets of just over £8 million. But again, like many similar old companies, that pension fund had a deficit of liabilities to pensioners over those assets of almost £3 million.

In 2010 both Whyte and Earley's older brother Wulstan moved on Worthington. Whyte and Aidan Earley had form for targeting struggling companies with pension fund cash. In 2002 they made moves on FII, the former Lotus shoe group. The pension trustees were so alarmed that they alerted the Companies Investigation Branch, which began making inquiries. The threat went away. FII collapsed in 2004, largely due to the pension deficit.

Regenesis Holdings (owned by Wulstan Earley) and then Whyte's company Libert Capital each built up big stakes in Worthington. Regenisis began buying in February 2010 and has 23 per cent by that August, when Liberty Capital revealed it owned 7.5 per cent. Dwek resigned from the board , which was joined by a nominee from Regenisis, Peter Townsend.

Soon Whyte was looking to buy Rangers from Sir David Murray.That deal was completed in June 2011 with the involvement of Aidan Earley and the use of rangers' own funds, via an advanced ticket-sales deal of almost £18 million. Whyte has been ordered to repay that money to the ticket agency, Ticketus.

New Worthington chairman Anthony Cooke informed shareholders in July 2011 that the investment managers of the Jerome fund had been changed, that its low-risk bond holdings had been sold for £ million and that a 'significant portion' of the fund's £3.3 million cash was 'earmarked' for a specific investment.

That was revealed in March 2012 to have been a far from low-risk loan to a near-bust Rangers. Somehow the pension fund trustees had agreed to effectively lend £2.95 million to Worthington shareholder Whyte. Even if this loan was to have been fully secured, it is hard to see how that was a prudent investment - especially for a pension fund that by March 2012 had a £3.9 million deficit and assets of only just under £8 million.

But at that time Whyte was desperate for funds to save Rangers, under siege from the taxman, from administration.

The £2.95 million, instead of being held to the order of the trustees, pending completion of the loan documentation, had been paid over by Rangers/Whyte's solicitors Collyer Bristow to the club before it collapsed into administration in February 2012. The money is now frozen and and the subject of litigation with the old club's liquidators and could go to pay creditors rather than pensions.

The pension fund trustees claim they acted on legal and independent advice that the proposed loan was appropriate. But who gave that advice, who the new investment managers were and who are the trustees all remain unclear.

In June 2012 Cooke, Townsend and a third director resigned, to be replaced by a photographer-turned-property man Douglas Ware and barrister David Simpson. Ware declared that he believed the Rangers loan had represented 'an attractive opportunity' for the pension fund and was in the 'best interests' of both the fund and Worthington., and that he was confident the claim to recover the money would succeed.

Such confidence is perhaps not surprising - Ware and Adian Earley go way back. They were both directors of Anglo European Holdings in 1993 and Ware was a director of FII, in which Earley and Whyte held shares, for three years before it collapsed in 2004.

Whyte and Liberty Capital sold down, if not out, of Worthington last year, but Ware and Worthington are still there to help. Worthington invested £250,000 in a brand-new Whyte venture, Law Financial, which is funding (with the help of a conditional fee agreement) the threatened legal action against Green and Ahmad.

Law Financial was formed only on 12 March. Whyte is its only director. Meanwhile, barrister Simpson resigned this year, to be replaced by Richard Spurway, another former FII director.

Events at Rangers are serious. But the fate of almost half the Jerome pension fund should perhaps trigger their own investigation by City regulators into what has happened at Worthington, whose shares are, at just under 5p, a third of what they were last year."

Shadier, and Shadier!

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It's been turned over before, but its difficult to assess the significance.

The company at the heart of the 'ownership' saga, Worthington appeared dead until the end of last year, and the claims looked spurious.

They quietly 'phoenixed' in December, and in the last few days posted this to the Stock Exchange:

What does that mean? F*cked if I know :blink:

11th Dec 2014 Green went again for a First Notification Of Strike-off Action with regards to Sevco5088.

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There will be enough in the pot for the secured and unsecured creditors in any future sale via CVA (or even liquidation) for Ashley and Green .. they have everything sewn up.

There will be no huge HMRC tax bill or anything like last time ...

This is all about milking the cash cow that is Sevco and control of the proceedings. The only fly in the ointment is still Whyte and Sevco 5088 ...

Any news on the Gummy Bear's rescue package yet?

A Lender holding floating charge security over assets could put them into Administrative Receivership, or it could go down an AMA route or CVL or Pre-Pack. To say that being the unsecured creditor is king of the hill in the event of any of these insolvency acts is still mince.

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Ok, I'm going to shut up for a while and leave all you savvy, internetty, legal eagle blogger type people to get on with it :)

Bear in mind, Fife Saint, I might interject with the odd FTFY post.

But that's just me :)

No bother, Phil. Mind the tinfoil hat.

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Here's the Financial Times doing some digging - all sounds very much like 'wealth off the radar' action:

http://ftalphaville.ft.com/2015/01/13/2085432/a-worthington-tale/

Could be the markets will spike it, it's the kind of thing which gives them a bad name :rolleyes:

Question for anyone whose been following this closer to me.

What were the Legal claims that LFL had, and Worthington now has, against Rangers

Is that the Ticketus claim?

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Simple answer is that they in effect had either a stake or ownership of Sevco 5088 which in turn still owns the The Rangers.

But here's hoping someone can elaborate.

Densboy will have to up his game now if he's to compete with your expertise.....

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Anyway, the FT article might be good news (of sorts) as you would know if you'd read it rather than making snide comments.

It's behind a paywall so here:

Ok, go down this alphabetical list of corporate tenants at the front door of a shabby office block in south London. You’re looking for the name “Worthington”. Click to enlarge if needed…

photo-1-e1421076103834.jpg

It’s not there, right? And the guy at reception hasn’t heard of “Worthington” either. Which is strange when this address — 30 Great Guildford Street, London, SE1 0HS — is listed on the Worthington Group PLC website as being the company’s “Central London Office.”

Our initial thought on this was that perhaps the company had moved already to bigger premises – something more befitting the global conglomerate Worthington is threatening to become. But it subsequently turned out that 30 Great Guildford Street is home to Fresh Business Thinking, an events and digital media business that recently became part of the seemingly fast growing Worthington family.

Having had its shares suspended for three months, this company, with a main London listing, revealed on Friday night that the Financial Conduct Authority had decided Worthington would have to issue complete details of the investments it was planning in the form of a full blown prospectus. Much to Worthington’s dismay, the FCA had decided that since these investments would produce a fundamentally different company, these transactions constitute a reverse takeover. Hence the need for a costly and time-consuming prospectus.

Despite its current small size in terms of market capitalisation (£12.6m) it’s worth spending a moment considering what Worthington was and what it might become.

First, on the plans going forward…

Yes, the company has declared, in a regulatory news statement, that once it gets these deals done across five continents and six sectors, net assets per share will be six or more times the pre-suspension market price (87p) and that consolidated assets for the company as a whole will have grown from £5.5m at the last available balance sheet date (March 2014) to circa £1.3bn.

The Company has already begun work on the prospectus and will seek to complete it as soon as possible. Once completed, and the application submitted, shares are expected to subsequently resume trading in London and also be traded in Frankfurt, Stuttgart and New York.

Following successful completion of the acquisitions, the Company will have substantial interests in litigation funding, media, clean energy, mining, oil and gas and property. Geographically, the Company will have significant investments in the United Kingdom, Australasia, Africa, North America, and India. Consolidated net assets of the group, following conversion of loan notes used to finance investments and before minority interests, are expected to exceed US $2 billion and generate net profits in excess of US $20 million in the first full year following acquisition, with substantial growth expected thereafter. Net assets per share, after financing costs and on a fully diluted basis, are expected to substantially exceed £5 per Worthington ordinary share.

So where has Worthington come from?

After 58 years on the London stock market, by the summer of 2012 Worthington had shrivelled to become a near-dormant investment company, with a troubled property development on contaminated land at Keighley, near Bradford, and a yawning pension deficit.

Enter Doug Ware.

Described (by himself) as an incisive and energetic businessman, with extensive experience across various sectors running both publicly listed and private companies, Ware became chief executive, got rid to the old board and brought in two non-executives, Richard Spurway and David Simpson.

While Simpson soon resigned, Ware and Spurway moved to try and stabilise the business: the land at Keighley was sold for about £500,000 (against a book value of £4m) and arrangements were made to possibly transfer the pension scheme (which had previously made the mistake of lending £3m to Rangers FC before the club went into administration) to the official pension bailout mechanism, the Pension Protection Fund. These initiatives pushed pre-tax losses to £5.3m in the year to end-September 2013, with losses on the retained earnings line growing to £26m. In November 2013, the shares were suspended as Ware and his team sought additional funding.

And then something truly transformational happened.

Earlier, in April 2013, Worthington had paid £250,000 in the form of unsecured loan notes for a 25 per cent stake in a company called Law Financial Ltd, which was described as…

The company also acquired an option to buy the remainder of LFL for £750,000 (again in loan notes) which Worthington then exercised in October that year.

…a recently incorporated company with a number of subsidiaries, one of which owns ongoing legal claims against the assets of Rangers Football Club Limited.

With LFL fully consolidated, Worthington then slapped a fair value of £10m on the assets it had just acquired for £1m (with loan notes) and booked a “gain on bargain purchase of £9,034,000 in the period.”

Suddenly, for the six months to the end of March, 2014, Worthington was able to declare a profit of £8.7m.

Magic.

The mysterious vendors of LFL, having apparently sold an asset at 10 per cent of its value, seem to have been motivated by 20m warrants attached to those loan notes. By now warrants over 35m Worthington shares were in circulation, exercisable at 5p apiece.

It was now time for Ware to get the shares relisted and enact his master plan, with trading finally resuming on August 29, last year, which is when things really began to motor….

September 1 Worthington Group back Rare Earth Mining exploration as world struggles to fill supply gap in potential $8bn global Rare Earth Elements’ marketplace

September 10 Worthington Group to expand global legal claims business with acquisition of £43m legal claim.

September 22 “Potential major Oil & Gas investment” and “first media investment within the next seven days.”

September 26 More rare earth investment in Greenland

September 29 Worthington Group to acquire digital media, events and branding portfolio, including The Digital Marketing Show and Essential Cyclist online

October 2 Agreement to invest £12.5m in CPS Energy Resources Plc, an oil and gas exploration company focused on Africa

October 6 Head of acquisitions appointed, along with a head of the new oil and gas division

October 8 Worthington is already in a position to offer an upbeat trading statement, along with news of the acquisition of two further litigation claims, a clean energy company, a private mining company, along with “the acquisition of majority stakes in oil and gas producing assets.”

At which point the Worthington juggernaut came to a juddering halt.

October 13

Three months on, we now know that the FCA very much classes all this apparent activity as constituting a reverse takeover. And how long we might have to wait for the required prospectus is difficult to say. In the meantime, it is worth going back to look at how Worthington sees a couple of these new business lines operating.

The Company requested the temporary suspension of its shares on the 10th October 2014 in order to consult with the FCA about whether any of the transactions announced either on 8 October, or previously, or which are currently being contemplated by the Company could be classified as a reverse takeover.

The Company will make a further announcement before the end of this week.

- – - – - – - – - -

Legal claims

The £43m litigation claim mentioned above involves two unnamed European companies who are claiming a loss and breach of contract by a Chinese client involving the development of a series of university campuses in China.

The idea is that the claimants pay Worthington a fee of £125,000 and the company then hires specialist legal counsel to assess the quality of the claim and offer a percentage probability of successful litigation.

  • If the chances of success top 60 per cent, at a claim value of £43m, Worthington will issue 1m new shares to the claimant companies.
  • If the claimants can get an English court finding in their favour with this Chinese claim, Worthington will grant a further £1.5m in stock to the claimants.
  • If the claim brings a successful judgement in China the claimants get another £3m of stock; and
  • If there’s a successful enforcement of the judgement, and Worthington gets £43m in cash or property, Worthington will then issue a further £5m in stock to the claimants.

The company reckons this approach produces a whole new legal claims division, with stock being used as a claims acquisition currency. Also…

Worthington is particularly attracted to the legal claims market because there are essentially only three outcomes: Win, lose or settle – which is in contrast to most business propositions where outcomes can be affected by many more factors which are outside the control of management.

- – - – - – - – - -

Oil and gas exploration

On October 2, Worthington said it wanted to invest £12.5m in CPS Energy Resources,described at the time as an exploration company focused on Africa, working in partnership with Jo’Burg-listed Oando. The new CPS stock was to be priced at “27.5 per cent of the agreed likely stock market value of CPS (i.e. a discount of 72.5 per cent) when, as expected, it lists in 2015.”

There was evidently (and understandably) some confusion over this at the time, drawing a clarification from Worthington:

This means that, prior to investing, Worthington needs to be satisfied that the expected value of CPS on listing will result in a gain of more than £30m to Worthington. The final decision to invest, in the light of the comparable valuations, will be taken by Worthington in association with the German and Swiss institutional investors who are funding the purchase.

What seems to be happening here is that existing holders of convertible Worthington loan notes — those unnamed German and Swiss institutional investors — have agreed to convert, sell the stock, and then lend the proceeds back to Worthington so it can play in the E&P business.

- – - – - – - – - – -

We could go on, but you’ve probably got the picture by now. Worthington is like no other company we’ve seen on the public markets.

If and when Worthington ever comes back from suspension it will not just be in the litigation funding, media, clean energy, mining, oil and gas and property industries. First and foremost it will be in the business of printing shares.

This entry was posted by Paul Murphy on Tuesday January 13th, 2015 13:02.

Journo is one "Paul Murphy" though.

ajOjfnO.jpg

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http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/11552960.html

The assets of Sevco 5088 Ltd include a claim, which has been independently reviewed by Leading Counsel who is also a Deputy High Court Judge, to all of the business and assets of RFC 2012 Plc which were purchased by Sevco 5088 Limited or Sevco Scotland Ltd from the administrators of RFC 2012 plc in June of 2012. Sevco Scotland Ltd was subsequently renamed The Rangers Football Club Limited and its share capital was acquired by Rangers International Football Club Plc, the shares of which are now traded on AIM. It is the position of Sevco 5088 Ltd that it is the rightful owner of the business and those assets. After examination of the evidence, Leading Counsel's advice is that there is a prima facie case to answer.

It has also been agreed that, pursuant to the agreement certain other related rights, assets and causes of action will be transferred to the Law Financial Group or directly to Worthington. Those assets include the Book, Film and Television rights to the two takeovers of The Rangers Football Club in 2011 and 2012 as it relates to Craig Whyte. It is intended that these rights will be commercialised in due course.

It is LFL's intention to enter the litigation funding and litigation funding broking markets. Litigation funding is a growing sector of the commercial litigation market and the Company is of the view that, in the years to come, the demand for litigation funding within the corporate sector can only increase.

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Fat Larry has to be the lying bigoted fuckwit Phil 3 names. I refuse to believe there are more than one celtic fan as obsessed and utterly boring as this tit...excluding Dhen and of course not counting hbqc..and not forgetting wrk.

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