Michael Edelson, serial director, and amongst other current directorships on the Board of Singer & Friedlander AIM3 VCT plc, has been appointed to the Board of WRN to assist Joe Dwek, current chairman, holder of over 17% of the equity and currently ubderwriting WRN's term loans, in seeking to merge, acquire or reverse WRN into a new business. WRN already has valuable property assets which have Change of Use potential, so the company might readily appeal to a private property company seeking a full listing.
The shares are thinly traded and have already responded to this recent appointment in anticipation that a deal will not be long in coming. The right deal should make this stock motor.

Could be an exciting New Year!!






Statement from Doug Ware CEO re the restoration of trading in the Company’s shares

Monday December 22nd 2014

We are keen for the restoration of trading to take place as soon as possible so that we can complete a number of important transactions.

Whilst we would like trading to recommence as soon as possible, we are currently consulting with the FCA in relation to ten transactions and so understand that, whilst the FCA are being as efficient as possible, we may need to be a little more patient. We expect to hear further before the New Year.

Assuming that the FCA agree with us that none of the transactions involve an RTO, we will be well placed to complete these and other transactions, using the same structures in future. To that extent, the period of suspension to clarify these points, and finalise key investments, will prove to have been in the best ongoing interests of shareholders as we progress our plans to build a successful global investment company.

Doug Ware, CEO

Interesting RNS today and predictions. Hope these come good in the way envisaged by the company's mgt. If so, this will be 'share of the year 2015'. Looking forward to being made very happy by it!

Good luck everyone.

tasty rns - fantastic

there'll certainly be a bob or two to be made if you're quick enough

It should be exciting to watch trading start on four different markets.


Frankfurt - opens at 8.00am ( which is 7.00am our time ) until 7.00pm OUR TIME.

Stuttgart - opens at 8.00 am ( which is 7.00am our time. ) until 9.00pm OUR TIME.

London, 8.00am until 4.30 pm

New York. OUR TIME = 2.30pm until 9.00pm.

Update
Further to the company's announcement on 12th 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 £5 per Worthington ordinary share.

The Company is in the process of preparing its audited accounts to 30th 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."

£5 + really, this must be some deal.

StockMarketWire.com
Worthington Group has decided not to proceed with an investment in CPS Energy Resources and confirms any such investment was not included in the company's calculation of consolidated assets, profits, sectors or geographic locations announced Jan. 9.

Announcement of Results
The Company will be releasing its results for the year ended 30th September 2014 in March 2015. This will coincide with the publication of the proposed prospectus and the calling of an AGM.

Difficult to make up one's mind on this company at this stage as far as I am concerned. It could be spectacular but there do seem to have been some Listing misunderstandings which may be something of concern. Hope it isn't a case of that. If their re-listing goes smoothly then the combination of that and some updating on their Greenland venture, coupled with any short positions being closed, would really drive the sp much higher. Seems that within 2 months we will know the outcome. Anyone else with a view on this stock?

Publication of Prospectus
Further to the Company's announcement dated 9th January 2015, the Company confirms that it is preparing a prospectus for submission to the FCA for approval by them. Once the prospectus has been approved and published, the Company's listing on the standard segment of the Official List will be cancelled (together with its trading on the Main Market of the London Stock Exchange) and it will then reapply for listing on the standard segment of the Official List (and for admission to the Main Market of the London Stock Exchange) as a diversified conglomerate. If the FCA and the London Stock Exchange approve those reapplications, it is anticipated that cancellation of the listing and of admission to trading and readmission of the Company's shares to listing and to trading will be simultaneous. The Company has not yet submitted a draft prospectus for approval nor made the applications for re-listing and readmission. No timetable for the approval of the prospectus or the consideration of the reapplication to the Official List has yet been discussed or agreed with the FCA. The Company will make further announcements in due course.

Statement from WRN dated 5th March 2015

http://worthingtongroupplc.com/wp-content/uploads/2015/03/DWStatementFinalClean05032015.pdf

interesting .... surprised he hasn't put lawyers onto it

Pension Fund Litigation Settlement
The Company is delighted to announce that Worthington's Pension Fund "the Jerome Group plc Retirement Benefits Plan" has now resolved the legal dispute over £3m of the scheme's cash assets which were placed with solicitors pending an investment in the Rangers Football Club prior to it entering Administration in 2012. Whilst the terms of the resolution are confidential, the immediate positive result of this is that it removes the burden of any ongoing legal cost of this litigation from the Company.

The Company's Pension Fund is managed by a professional independent trustee appointed by the Pension Regulator.

It had originally been the intention of the Company, in order to resolve the risk to the Group from the historic Pension Deficit, to execute a members' Scheme of Arrangement ("SA") which, in simple terms, would have involved introducing a new publicly listed Worthington holding company ("New Worthington or New Worthington Group") above the current Worthington. Existing Worthington ("Old Worthington") would have continued to own all the assets that it previously held, and would have become a subsidiary ("the Subsidiary") of the New Worthington Group. All new acquisitions would have been acquired by New Worthington whilst existing assets would have remained in the Subsidiary, thereby ensuring fair treatment of pensioners whilst also making the Group more attractive to investors and business vendors. The Subsidiary would, in time, have likely been wound up and the Pension Fund would have then entered into the Pension Protection Fund ("PPF"). However, in view both of the resolution above and the scale of the acquisitions that the Company is making - and their expected impact on the Company's profitability going forward - it is no longer the view of the Company's board that a Scheme of Arrangement is required. Whilst the enhanced prospects for the Company is obviously good news for the Company's shareholders, it is also good news for the Company's pensioners because it means that, without the need for the Pension Fund to enter the PPF, they can also share in the success of the Company going forward improving their expected pension payments from the 90% Pension Protection Fund provision to 100% if the Company is as successful as expected going forward.

The Company expects to be able to update shareholders concerning these acquisitions and its re-listing progress before the end of the month. As part of this progress the Company expects to be able to launch its new website at the same time.

Looks positive and maybe some extra cash coming WRN's way which would be useful.

RNS out this pm. Time will tell but sounds promising.

StockMarketWire.com
Worthington is holding talks to merge with an overseas listed company on terms that would represent a significant premium to the company's suspended share price.

It says this will lead to the acquisition of substantial gold producing assets to add to its mining interests.

Assuming a successful outcome to the negotiations, the merged company will be traded on three European exchanges as well as in the United States. It is expected that the merged company would also apply for a secondary listing in London. The company expects to be able to announce the outcome of these negotiations before the end of April.

Worthington says it remains confident of completing the transactions referred to in its announcement dated 9 January, completion of which is subject to the resumption of trading in the company's shares.

The company's total interests will be split into five primary divisions: mining; energy; media and entertainment; litigation; and property. The mining division is therefore expected to include substantial interests in coal production, rare earth exploration and substantial gold production. The proven coal reserves alone exceed 250 million tons. The energy division is expected to include shale gas exploration in the United States and oil and gas exploration in Africa.

This division will also include the company's planned clean energy acquisition. The media and entertainment division is expected to include the portfolio of interests announced on 29 September and further related acquisitions. In addition, since 9 January, the company has agreed, in principle, to acquire a substantial interest in a revolutionary new music business supported by leading figures in the entertainment industry. The company's property division is expected to include a £300 million UK development project, a significant leisure complex in Scotland and substantial overseas property.

Chief executive Doug Ware said: "We are pleased that our plans to develop Worthington into a 21st century conglomerate with substantial international interests are now reaching fruition. In today's global market, there are considerable benefits to being a genuinely international company, traded by investors around the world. The pipeline of deals that we are reviewing continues to grow and, along with our shareholders, we are impatient to ensure that the company's shares are back trading again, so that we can complete these acquisitions as soon as possible.

"The benefit of the planned merger, as well as adding significant value to shareholders, is to ensure that completion of the deals can take place before we run the risk of losing any of the acquisitions that we have successfully negotiated".

Lets hope Gotham City don't get their teeth into this!

StockMarketWire.com
Worthington Group has clarified its announcement on 31 March , which stated it 'has been negotiating to merge with an overseas listed company on terms that would represent a significant premium to the company's suspended share price'.

An update says the company is not in direct discussions with an overseas listed company, as previously stated.

At this stage, the proposed merger partner requires refinancing, and the company is in discussions with a group of investors seeking to establish a special purpose vehicle (SPV) to provide funding for the proposed merger partner. A condition of the SPV providing the financing is that the board of the proposed merger partner is changed before the finance is provided. The company's discussions with the SPV investors have included the possibility that the proposed merger partner will make an offer for the company, once the financing has been provided. There can be no certainty that these discussions will lead to an offer being made for the company nor as to the terms on which any offer might be made. Under the City Code on Takeovers and Mergers, the company is now considered to be in an offer period. Until the financing of the proposed merger partner completes, The Panel on Takeovers and Mergers has agreed not to apply the requirement to name the proposed merger partner under Rule 2.4(a) of the Code and not to apply the normal deadline under Rule 2.6(a) of the Code. The company expects to be able to provide further information before the end of the month.