Final Results

Claims Direct PLC
26 June 2001


For Immediate Release     26 June 2001

Claims Direct plc

Preliminary Results for the Year Ending 31 March 2001

Claims Direct plc ('Claims Direct'), the premier UK personal injury
compensation company, announces its preliminary results for the year ended 31
March 2001.

Summary

- Turnover up 65% at £65.9m (2000: £40.0m)
- Underlying operating profit* £6.8m (2000: £11.7m)
- Loss before tax £20.2m (2000: profit £10.1m)
- Adjusted earnings per share*: 1.8p (2000: 5.1p)
- Total dividend of 0.5p for the year - no final dividend
- Year-end cash balances £23.2m of which £11.6m is available for general
  working capital purposes (2000: £5.1m)
- Number of accepted cases up 58% to 48,914 (2000: 30,981)
- Cases in progress at 31 March 2001 70,589 (2000: 36,310)

* Before exceptional items, amortisation of goodwill and interest

                                   - ends - 

An analyst meeting will be held today at 9.30 a.m. at Golin/Harris Ludgate,
111 Charterhouse Street, London, EC1M 6AW.

For further information please contact: 

Claims Direct plc                  (on 26th June)     0207 324 8888 
Paul Doona, Managing Director      thereafter          01952 284839
David Gravell, Chief Operating Officer            
Web Site                                       www.claimsdirect.com 
 
Golin/Harris Ludgate                             Tel: [phone]
Reg Hoare/Robin Hepburn
 
Statement from the Board
 
Following a year of significant growth in 1999/2000 and after announcing
excellent results for the six months to 30 September 2000, these overall
results for 2000/2001 are very disappointing. As indicated in our year-end
trading statement of 28th March 2001, the results show a pre-tax loss of
£20.2m after the charging of exceptional items and amortisation of goodwill,
compared with a profit last year of £10.1m. Whilst the underlying operating
profit for the year was £6.8m (2000 £11.7m) the second half saw an underlying
operating loss of £6.9m. As is explained more fully in the Managing
Director's review and financial report, significant and challenging action
will continue to be taken.

Dividend 
 
The company paid an interim dividend to shareholders in January but having
regard to the results for the year as a whole, your board considers that the
payment of a final dividend is not appropriate.

Strategy 
 
As the company entered its last financial year the strategy was to strengthen
its market position and prepare for flotation in July 2000. Staff levels and
the number of claims managers and solicitors on our legal panel were built up
to meet increasing consumer demand. The company was successfully floated and
client demand continued to grow. In support of its mission to provide access
to justice to as many people as possible, a programme of training and
accreditation was rolled out to all claims managers and panel solicitors. In
this way the company set out to establish an industry standard.

The other prime concern was to make improvements to the business model. In
particular, enhancements to the insurance product, Claims Direct Protect,
were sought in order to ensure that successful clients always received a
minimum level of compensation. Unfortunately, the adverse and largely
ill-informed media comment in relation to the recoverability of insurance
premiums, held up the launch of this initiative until towards the end of the
financial year.

As stated in the Operational Review, the principle of recoverability now
appears to have been established, leaving open the question of the
'reasonableness' of the premium. A successful outcome to this process remains
a key issue.

Adverse media comment 

The company and the claims management industry, in general, has suffered
considerably from adverse media comment. The attention the company received
was largely inaccurate and sensationalised but caused severe damage to its
reputation, and, as a consequence, the level of its case load. We have learnt
to our cost that once misinformation enters the public domain it is very
difficult to counter its effects. It has always been our purpose to protect
those who have suffered genuine injury rather than promote a compensation
culture. For this reason we set aside significant funds in order to make ex
gratia payments to clients who took out policies before 1 April 2000, when it
became clear that their premiums would not be recovered.
 
So much has occurred in recent months that it is easy to forget that as
recently as December 2000, Claims Direct received the CBI/Real Business Award
as the Company of the Year.
 
Board changes 
 
During the year there were several changes to our main board. In December
2000, the Chairman relinquished his executive duties and became Non-Executive
Chairman. In February and March respectively, Paul Rew, Legal Director and
Company Secretary, and Roger Plantier, Marketing Director departed. Both have
gone on to new challenges after assisting us through the company's flotation
and subsequent period.

Following the year-end, Paul Doona was appointed Managing Director whilst
continuing to exercise his existing duties as Finance Director. Colin Poole,
former Chief Executive became Non-Executive Deputy Chairman. David Gravell
Chief Operating Officer joined us from Zurich Insurance in November 2000.

Appreciation 

The board is grateful for the very hard work put in by our staff during both
the period of business growth that characterised the first half of the year
and the difficult trading conditions we faced in the second half. We also
wish to thank the solicitors on our legal panel, our claims managers and
other business partners for their hard work and fortitude in difficult times.

Current Trading and Prospects 

The number of accepted cases has continued to decline since the year-end
resulting in operating losses being sustained in the new financial year. It
is not yet possible to ascertain at what level the number of accepted cases
will stabilise. Accordingly, we are continuing the process of aligning the
operational base and overhead structure to lower volumes of business.

Inevitably, this year has taught us lessons. The setbacks that we have
experienced have forced us to assess and tackle our weaknesses, reconsider
our operations and make appropriate changes. The Managing Director's Review
and the Operational Review that follow explain the results of these
deliberations and the plans we have laid for the future. The changes and
innovations that we are implementing are necessary steps which we need to
make in order to restore our reputation and rebuild our market strength, as
we seek to return the company to profitability in due course.

Managing Director's Review and Financial Report

A year ago we were preparing for the flotation of the company and faced the
challenge of rapidly rising demand for our product. Our strategy was a
relatively narrow one driven by the need to meet the phenomenal growth in
demand while trying to ensure that any competition had little or no chance of
catching up. Subsequently, as the Board reports, we were dogged by adverse
publicity. And while a number of competitor companies have fallen foul of the
same bad publicity, we do now face serious competition and our market share
has reduced. Our current challenge is to regain lost ground by emphasising
the quality of our service and product.

In this review I will focus on matters that underpin our strategy and then
present my financial report. David Gravell, Chief Operating Officer then
provides a review of operations.

Appropriate change 

My determination and that of all our staff is to rebuild our leadership in
the market and to demonstrate that Claims Direct stands for quality,
integrity, efficient service and, above all, delivery of the best deal in
terms of compensation to our clients. In order to do this, we have
re-engineered the core of our business operations, and are addressing the
very important aspect of branding and reputation. We intend to develop new
products outside the realm of personal injury compensation, and are also
focusing attention on the relationship with our business partners to
strengthen co-operation in taking the business forward.

These changes, and the changes that have been made to the main board, reflect
the evolution of the existing business and emphasise our increased focus on
operational issues. They also provide a platform upon which to consider
future strategic opportunities.
 
Strengthening image and reputation 

With hindsight it is clear that while we were extremely successful in
marketing the Claims Direct brand name, primarily through television
advertising, the brand itself meant little to our target audience over and
above a way of accessing compensation. We did not build the brand and develop
a more rounded notion of what Claims Direct stood for in the process.

As the events of the second half of the year showed, brand name recognition
is not enough.

We have always had a good story to tell concerning the ultimate aim of our
business, which is to provide access to justice for as many people as
possible. Each refinement we have made to our business model was geared to
this end but we are aware that we did not maximise the opportunities to
promote these developments and successes through a co-ordinated marketing
programme.

Looking forward 

We are continuing to pursue improvements in our business model to seek to
ensure that clients receive the best possible deal.

We also intend to introduce other, highly innovative products related to
legal services but no longer exclusively concerning personal injury. Our
vision is to provide consumers in both domestic and business markets with a
range of products which empower individuals to find solutions to various
legal and financial problems. These products are likely to be developed as
joint ventures.

I wish to reiterate the Board's appreciation for all the hard work put in by
Claims Direct staff at every level during the last year, and by our business
partners throughout the UK.

Despite set backs which have affected us all, I remain determined to rebuild
our market share, leadership and good name in the UK. In time, I believe that
innovative products will add to improving fortunes.
 
Financial Report
 
Results 

Group turnover for the year to 31 March 2001 was £65.9m, representing an
increase of 65% on the previous year (£40.0m). Underlying operating profit,
the definition of which is explained below, was £6.8m. This compares with
£11.7m in the previous year. The loss before tax for the year was £20.2m
(2000 profit, £10.1m).

Underlying Operating Profit

The table below provides shareholders with a measure of underlying profit or
loss after adjusting for exceptional items:

                      Six months to      Six months to     Year to      Year to 
                       30 Sep 2000     31 Mar 2001     31 Mar 2001   31 Mar 2000

Profit/(loss) before tax   10,309         (30,519)        (20,210)     10,107

Interest (receivable)/
payable                      (689)         (1,096)         (1,785)        297

Goodwill                       612          3,049           3,661         968

Exceptional costs: 

Employee costs               1,611           (458)          1,153         350

New insurance
arrangements                     -         16,584          16,584           -

Ex-gratia payments             937          3,351           4,288           -

Payments to potential
litigants                      976            972           1,948           -

Closure of Claims Direct
Retail                           -          1,196           1,196           -
                          --------       --------        --------     --------
Underlying operating
profit/(loss)               13,756         (6,921)          6,835      11,722
                             =====          =====           =====       =====
 
Exceptional costs 

Further details of the exceptional costs are as follows:

* Employee costs totalling £1.1m relate to flotation bonuses paid to
directors and staff following the company's listing of £0.5m and national
insurance paid by the company on share options exercised by company staff of
£0.6m.

* Additional premiums of £16.6m payable on existing business under revised
insurance arrangements.

* Ex gratia payments in respect of clients who had taken out Claims Direct
Protect policies before 1 April 2000 totalled £4.3m.

* Payments made to potential litigants totalled £1.9m.

* Closure of the Claims Direct Retail operation at a cost of £1.2m

Interest 
 
Net interest received in the year was £1.8m. This compares with net interest
payable in the year to 31 March 2000 of £0.3m and results from the net cash
position which the group has enjoyed since its flotation in July 2000, as
well as the interest receivable from client loans which the group has funded.

Corporation Tax 

The effective tax rate on the group loss before tax is 15%. This is lower
than the basic rate due, primarily, to the disallowance for tax of the
amortisation of goodwill and unrelieved losses that will be carried forward
for set off against future trading profits. As a consequence of the company's
results, the profit and loss account contains a taxation credit.

Corporation tax paid on account in respect of 2000/2001 (£2.9m) was recovered
subsequent to the year-end.

Cash 

Despite the level of losses in the second half of the year, the company ended
the year with cash balances of £23.2m, of which £11.6m is held in a
restricted account, leaving free funds of £11.6m.

Shareholders' Funds 

Shareholders' funds increased to £33.9m from £3.4m. Before the flotation in
July 2000 the number of ordinary shares in issue in the company was 159.7
million. The number of ordinary shares in issue now amounts to 193.9 million.
 
Flotation 

In July 2000, the Claims Direct Group was listed on the London Stock
Exchange, placing a total of 27.8 million new shares, largely with
institutional shareholders. The group raised £48.5 million from the proceeds
of the flotation, thus strengthening the balance sheet.

The detailed cash flow statement shows the application of these funds in the
year to 31 March 2001. Significant expenditure included the acquisition of
the claims vetting operation of Poole & Company, which has now been absorbed
into the business. Flotation proceeds also enabled the company to provide
loans directly to clients, facilitating the transfer from Investec Bank, the
initial funder of client loans, to First National Bank.
 
New insurance arrangements 

Following a period of intensive negotiation we were delighted to announce, in
March 2001, that we had completed a three-year, long-term insurance agreement
with existing and new insurance underwriters at Lloyd's. This agreement is
subject to regular review but provides the company with additional certainty
for the continuation of the business along with enhanced protection and
security for its clients. Following the launch of the new agreement the
margin on accepted cases which had been significantly reduced in the second
half of the year, was substantially restored.

Litigation 

In our half-year statement we reported progress on the issue of litigation
with a number of former franchisees. This has been substantially dealt with
in a way which will have modest net cost to the company. Arbitration
proceedings have commenced in respect of a further 25 franchisees. The
amounts claimed totalled £16.6m but will be vigorously defended. The legal
advice given to the board is such that the board believe these claims to be
substantially exaggerated. Accordingly the board do not believe it is
possible to reliably quantify the likely financial effect of these actions,
and are unable to make a realistic assessment as to the likely impact on the
group's future costs.

Corporate Governance 

The company has fully embraced the objectives of good corporate governance
and has taken steps to ensure that it complies in full with the
recommendations of the Turnbull committee. Your board believes in maintaining
high standards of corporate governance and intends to ensure that the company
always conducts business in accordance with best practice.

Paul Doona
Managing Director

Operational Review 

Since joining the company, I have assumed responsibilities for the day-to-day
liaison with panel solicitors and the franchise network, for overseeing the
re-engineering of core business operations, and for leading discussions with
the insurance industry and the legal profession concerning the recoverability
of insurance premiums.

Improved core products 

During the last financial year, all these operational areas hinged on the
effectiveness of the company's core post-accident insurance policy, Claims
Direct Protect, and on the business model that made it work. Progress with
developing the core business product and in making refinements to the
business model were slowed considerably during the year, primarily as a
result of the factors outlined in the Managing Director's Review.
Nevertheless, by the end of the financial year we had developed and launched
an improved version of the Claims Direct Protect insurance policy.

Our upgraded version of Claims Direct Protect ring-fences the first £1,000 of
the damages awarded, ensuring that at least this much is restored to clients
who win compensation. The product is of course subject to the normal
limitations in insurance policies, and interest may still be required to be
paid by the client. This product is a significant improvement on its
predecessor and I believe that it offers one of the best possible deal to
claimants.

As with the previous policy claims are vetted thoroughly before they become
accepted, thereafter, a claimant loses nothing if his or her case is
unsuccessful in achieving compensation.

Establishing recoverability 
 
We are playing a full role in the initiatives that are taking place following
the Court of Appeal decision in Callery v Gray to resolve the issue of
premium recoverability. Indications are that the principle of recoverability
is being accepted within the insurance industry. Nevertheless, we have
prepared a number of test cases, which we will pursue through the courts if
necessary, in order to confirm the principle of the recoverability and
protect our clients' position.

Re-engineering business operations 

The re-engineering to which we have referred involves the creation of five
new multi-disciplinary teams based at our headquarters in Telford. Each team
handles claims associated with a specific region of the UK which are
progressed by claims managers and solicitors within this region. Previously,
we had a number of departments, each with a separate function and all of them
handling claims on a nationwide basis. We also had a system in which a client
and his solicitor were often located far apart. Within the new system the
teams are made up of staff from the former departments working closely
together to ensure complete and focused attention on the progress of claims.

For the first time we have a means of comparing team performance and
monitoring progress. This new structure has also improved customer care,
through closer communication between all parties involved in the process of
the claim.

The franchise network 

During the year, as levels of business reduced in the face of competition and
adverse publicity, we have had to trim our sails, in particular reducing
expenditure on marketing. It also became clear that the business could not
support the number of franchises, which reached a level of approximately 370.
We therefore put together an exit package for franchisees. To date,
approximately 90 franchisees have taken the package or agreed to take it. By
the end of the current financial year there will be significantly fewer
claims managers than at present, and the revised network will represent a
core of those intent on building their businesses.

The retail sector 

By the end of December 2000 we had established 17 Claims Direct retail
outlets as a pilot programme, and had been monitoring their subsequent
performance. The factors impacting on our core business, mentioned above,
also affected these outlets and there was some concern among franchisees that
the shops represented unwanted local competition. The outlets were also
limited in their level of activity because they offered only one product. As
a result, we took the decision to close them and by this action we reduced
our headcount by 49. The principal of developing a retail presence is not
totally discounted but the board does not consider the market to be right at
present, at least until new products have been successfully launched.

Consolidating strengths 
 
I am confident that product enhancements, further refinements to the business
model and the re-engineering of headquarters operations will strengthen our
existing business.
 
 
 
David Gravell
Chief Operating Officer

 
Consolidated Profit and Loss Account 
for the year ended 31 March 2001 

                              2001   2001     2001     2000     2000     2000 
                            Before                    Before 
                           Except-  Except-           Except-  Except- 
                            ional   ional              ional     ional 
                            Items   Items    Total    Items     Items   Total 
                Notes       £'000   £'000    £'000     £'000     £'000  £'000 

Turnover  
- Continuing
  operations            64,466         -    64,466   39,964          -   39,964 
- Acquisition            1,388         -    1,388        -           -        - 
                         --------    ----    ------   -----     ------    ------

- Total           1      65,854         -   65,854    39,964         -   39,964 
                                   
Cost of sales     2    (48,185)  (22,820)  (71,005)  (22,215)        -  (22,215)

                        -----      -----     -----    -----       ----- --------

Gross
profit/(loss)           17,669   (22,820)   (5,151)   17,749         -   17,749 
                                   
Administrative
expenses               (12,023)   (4,821)  (16,844)   (6,995)   (350)    (7,345)

                        ------     ------    ------    -----  -------   -------

Operating profit before  
amortisation of goodwill     
                         6,835   (25,169)  (18,334)   11,722    (350)     11,372

                                     
Amortisation of 
goodwill                (1,189)   (2,472)   (3,661)    (968)      -        (968)

                         ------   ------     ------   -------   ------   -------
                                   
Operating profit/(loss) 
- Continuing operations   4,752  (27,641)  (22,889)   10,754    (350)     10,404

- Acquisition               894        -       894         -       -           -

                          -----   ------     ------    -----     ------- 
-------  Total                  5,646  (27,641)  (21,995)   10,754    (350)    
10,404 
                         ------   ------   -------    -----     ------
Net Interest receivable/
 (payable)                                   1,785                         (297)

                                             -----                       ------
(Loss)/profit on ordinary activities  
before taxation                            (20,210)                      10,107 

Tax on (loss)/profit on  
ordinary activities                           3,027                      (3,457)

                                             -------                     ------ 
(Loss)/profit on ordinary activities  
after taxation                             (17,183)                       6,650 

Equity dividends       3                      (963)                      (2,858)

                                             ------                     ------- 
Retained (loss)/profit for  
the year                                   (18,146)                      (3,792)

                                            =======                     ======= 

(Loss)/earnings per ordinary share 
- Basic                4                     (9.4)p                        4.2p 
- Diluted              4                     (9.4)p                        4.2p 
- Adjusted             4                      1.8p                         5.1p 

Dividend per ordinary share                   0.5p                        47.8p 

Consolidated Balance Sheet 
as at 31 March 2001 

                                             2001               2000 
                                            £'000              £'000 

Fixed assets 
Intangible assets                           9,800              3,472 
Tangible assets                               958                466 

Investments                                    43                  - 

                                        ----------          --------- 

                                           10,801               3,938 

                                         ---------           --------- 
Current assets 
Debtors                                    32,671              19,103 
Investments                                10,804                   - 
Cash at bank and in hand                   23,240               5,059 

                                       ----------           ---------- 

                                           66,715              24,162 

Creditors : amounts falling due 
within one year      10                   (33,925)            (17,450) 

Net current assets                         32,790               6,712 

                                         ---------            --------- 
Total assets less current liabilities      43,591              10,650 

Provisions for liabilities and charges     (9,828)             (7,296) 

                                        ----------          ---------- 
Net assets                                 33,763               3,354 

                                           ======              ====== 

Capital and Reserves 
Called up share capital                     1,926                 94 
Share premium                              48,223                  - 
Merger reserve                                265                401 
Profit and loss account                   (16,651)             2,859 

                                        ----------         ---------- 
Equity shareholders' funds                 33,763              3,354 
                                           ======             ====== 
 
 
Consolidated Cash Flow Statement 
for the year ended 31 March 2001 
 
                                           2001                 2000 
                            Notes     £'000       £'000      £'000     £'000 
 
Net Cash (outflow)/inflow 
from operating  Activities     5                (4,907)                4,813 

Returns on investments & servicing of
finance 
Interest received                     1,693                     44 
Interest paid                          (755)                  (341) 
                                    --------             -------- 
Net cash inflow/(outflow) 
from returns on investments 
and servicing of finance                           938                 (297) 

Taxation                                        (2,875)                 (76) 

Capital expenditure           
Purchase of tangible fixed assets               (1,442)                (426) 

Acquisitions and disposals 
Poole & Company vetting operations              (9,789)                   - 
Deferred consideration in relation to  
acquisition in previous period                  (2,028)                   - 

Equity dividends paid                           (1,734)              (1,605) 
                                                --------           -------- 
Net cash (outflow)/inflow before use of  
liquid resources and financing                 (21,837)               2,409 

Management of liquid resources

Increase in short term debt         (7,378)                 (4,259) 
Current asset investments          (10,804)                      - 
                                  ----------              -------- 

Net cash outflow from management
of liquid resources     6                      (18,182)               (4,259) 

Financing 
Issue of ordinary shares (net 
  of costs)                         48,552                       - 
Decrease in bank loans                  (8)                     (8) 
Capital element of finance lease 
  payments                              (6)                     (9) 
Increase in invoice discounting 
  facility                           2,358                   3,144 
Net cash inflow from financing           -        50,896         -     3,127 
                                  --------      --------    --------   ------ 

Increase in cash        6                         10,877               1,277 
                                                 --------            -------- 

1 Turnover  

Turnover, which excludes value added tax, principally represents the amounts
invoiced upon acceptance of each individual claimant's case by a member of
the panel of solicitors and, where applicable, completion of a satisfactory
proposal form in connection with an after the event insurance policy to
provide insurance to the claimant in respect of the costs of the claim. All
other turnover is recognised as it is earned and is, in general, taken to
accrue evenly over the expected life of each case.

2 Cost of sales 

Cost of sales comprises the fees payable to franchisees and other
infrastructure costs, including marketing.

3 Dividends 

An interim dividend of 0.5p was paid. The directors recommend that no final
dividend is paid.

4 (Loss)/earnings per ordinary share 

Basic and diluted earnings per share, the latter which allows for the
exercise of outstanding share options are calculated by dividing the loss
attributable to ordinary shareholders of £17,183,000 (2000:profit of
£6,650,000) by the weighted average number of ordinary shares.

In the case of basic earnings per share, the weighted number of ordinary
shares, excluding the shares held by the long-term share incentive scheme
which are held by the company, totals 183,160,856 (2000:159,706,993) and for
diluted earnings per share, totals 183,160,856 (2000: 160,069,997).

Adjusted earnings per ordinary share before amortisation of goodwill,
interest and exceptional items is calculated by adjusting the (loss)/profit
attributable to ordinary shareholders by the after-tax effect of those items
(£20,388,600) (2000: £1,420,900) and then dividing the adjusted earnings by
the weighted average number of ordinary shares (183,160,856) (2000:
159,706,993).

5 Reconciliation of operating (loss)/profit to net cash (outflow)/inflow from
operating activities 
 
                                   2001         2000 
                                   £'000       £'000

Operating (loss)/profit          (21,995)     10,404 
Depreciation charge                  946          89
Loss on sale of fixed assets           3          15
Amortisation of goodwill           3,661         968
(Increase) in debtors             (9,690)    (15,197)
Increase in creditors             17,803       6,756
Increase in provisions             4,365       1,523
UTIF 17 charge                         -         255
                                 --------    -------
Net cash (outflow)/inflow from 
     operating activities          (4,907)     4,813 
                                    =====      =====

6 Reconciliation of increase in net cash flow in net cash / (debt) 

                              At 1 April                    At 31 March 
                                    2000     Cashflow              2001 
                                   £'000        £'000             £'000 
 
Cash at bank and in hand             800        10,803           11,603

Overdrafts                           (74)           74                -
                                 --------     --------          --------
                                     726        10,877            11,603
                                  --------     --------         --------

Debt due within one year          (3,848)       (2,350)          (6,198)

Finance leases                        (6)            6                -
                                 --------     --------          --------
                                   (3,854)      (2,344)          (6,198)
                                 --------     --------          --------
Liquid resources                    4,259       18,182           22,441

                                  --------     --------         --------
                                    1,131       26,715           27,846

                                    =====        ====             =====

7 Statement of total recognised gains and losses 

For the year ended 31 March                    2001               2000 
 
(Loss)/profit for the financial year        (17,076)              6,650

Prior year adjustments                            -              (1,939)

                                           ----------         ---------
Total gains and losses recognised in 
  the period                                (17,076)              4,711
 
                                               ======             ======

8 Exceptional items

Full details of the exceptional costs can be found on pages 6 and 7 of the
financial report.

9 Merger accounting

The combination with Medical Legal Support Services Limited has been
accounted for as a merger and accordingly the financial information for the
current year has been presented as if Medical Legal Support Services has been
a subsidiary of the company throughout.

10 Litigation 
 
Note for inclusion in provisions note to the accounts 
 
At 31 March 2001 a subsidiary company, Claims Incorporated Plc, had received
notification from approximately 10 franchisees of their intention to issue
proceedings for breach of contract and misrepresentation. Whilst full
particulars of claim have yet to be detailed to the company the total claimed
is approximately £5.7m. These actions should they proceed will be vigorously
defended. The directors believe based on legal advice and in line with the
company's experience of concluding claims of this type, that they may be
concluded at amounts substantially below those claimed.

Note for inclusion in contingent liabilities note to the accounts

Arbitration proceedings have been commenced in respect of a further 25
franchisees. The majority of these claims, which total £16,574,425 were
notified to the company prior to the year end. The actions will be vigorously
defended. Following advice from the company's legal advisers, the Directors
believe that it is not possible to reliably quantify the likely financial
effort of these actions in current circumstances, and on this basis, are
unable to make a realistic assessment as to the likely impact on the group's
future costs.

11 Post Balance Sheet Events     

Certain past and present executive directors of the company have received
notice before action from three shareholders in respect of their intention to
pursue an action against the directors under Section 459 of the Companies Act
1985.

Should the claim proceed and be successful, the costs of such action would be
borne by the company. The board does not consider, however, that such costs
are likely to have a significant impact on the Group's financial position.

12 Financial information

The preliminary results for the year ended 31 March 2001 are unaudited. The
financial information set out in the announcement does not constitute the
group's statutory accounts for the years ended 31 March 2001 or 31 March
2000. The financial information for the year ended 31 March 2000 is derived
from the statutory accounts for that year which have been delivered to the
Registrar of Companies. The auditors reported on those accounts; their report
was unqualified and did not contain a statement under either Section 237 (2)
or (3) of the Companies Act 1985. The statutory accounts for the year ended
31 March 2001 will be finalised on the basis of financial information
presented by the directors in this preliminary announcement and will be
delivered to the Registrar of Companies in due course.

The company's report and accounts will be posted to shareholders by 31 July
2001.