Offer Rejection
Claims Direct PLC
23 July 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF IRELAND
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Offer for Claims Direct plc
Response from Independent Directors - Rejecting the Offer
David Hankinson, David Hickey, Paul Doona and David
Gravell, the Independent Directors of Claims Direct plc,
are writing to Shareholders today advising them to reject
the Offer made by Barker Securities Limited.
The text of their letter to Shareholders is set out
below:
'Dear Shareholder,
David Hickey and I have written to you twice in recent
weeks to give you information and advice as this takeover
bid progresses. I am writing to you now, on behalf of the
Independent Directors, to give you our formal response to
the Offer made on behalf of Barker Securities, the full
details of which you should have received by now.
I am delighted to inform Shareholders that, since we last
wrote, both Paul Doona and David Gravell have decided to
join with David Hickey and me as Independent Directors in
rejecting the bid.
Advice
Our strong advice to you is that you should reject this
bid, as we will be doing in respect of our own
shareholdings. If you wish to reject this bid, no action
is required on your part.
Reasons for Rejection
We believe that the Offer, at 10 pence per share, is a
deeply cynical attempt by Messrs Sullman and Poole to
take advantage of uncertainties facing the Company at
this particular time. The Offer by Barker Securities
raises wider issues than the simple question of how much
Messrs Sullman and Poole should pay for the 57 per cent.
of the Company they do not already own. We seek to
address these issues in this document. Whilst this Offer
would probably benefit Messrs Sullman and Poole, we do
not believe that it is in the interests of the Company's
shareholders as a whole.
As we said in our last letter, the price of 10 pence per
share is substantially below the closing share price of
16 pence on 20 June 2001, the date when Messrs Sullman
and Poole were granted permission by your Board to
investigate the feasibility of making an offer. The offer
of 10 pence per share is, in our opinion, unacceptable.
Barker Securities only requires a few Shareholders to
accept the Offer or sell shares to it to enable it to
reach the all important 50.1 per cent. ownership of the
Company, thereby giving Messrs Sullman and Poole legal
control of the Company and the ability to de-list the
Company's shares. This could significantly reduce the
liquidity and marketability of your shares and the
regulatory protections you currently enjoy.
The directors of Barker Securities have said that,
following the de-listing, they intend to undertake a
major re-positioning of the Group's operations by
reducing its cost base significantly and by accepting a
much lower level of cases each month. Any downsizing of
the business would have clear implications for
franchisees, employees and panel solicitors.
Factors Affecting the Business
To help Shareholders make their decision on this bid, we
have set out below our views on various factors affecting
the business:
Recoverability of insurance premiums
One of the biggest uncertainties facing the Company, and
indeed the claims management industry in general, is the
extent to which 'after-the-event' insurance premiums will
be recoverable on behalf of claimants. This is being
addressed by the Court of Appeal at the present time and
a final decision is expected at the end of this month.
The specific judgments in the case so far are on balance,
we believe, helpful, but this is such a significant
factor in determining the future viability of the
business and its competitive environment that we will be
communicating with you again once the final outcome is
known.
Brand recognition
Claims Direct is one of the most high profile players in
the UK claims management industry and has an extremely
high level of brand recognition. We, therefore, want to
build on the strength of the brand recognition and
restore confidence in its value, in contrast, it would
appear, to the intentions of Messrs Sullman and Poole.
Media perception
The issues that the media highlighted in the Autumn of
2000 were issues of genuine concern to Claims Direct
customers, and the Company acknowledges that these were
poorly handled. However, steps have been and continue to
be taken both to improve customer service and to address
the negative PR that has beset the Company.
Case volumes
You should by now have received the Company's annual
report and accounts for the year ended 31 March 2001. As
reported therein, the number of accepted cases has
continued to decline since 31 March 2001, and it is still
not possible to ascertain at what level the number of
accepted cases will stabilise.
However, for the first time in a number of months there
are some encouraging signs. The key measures of weekly
activity - gross calls into the call centre, new
enquiries, new appointments and new submissions to panel
solicitors - have shown an upward trend from early May
and should result in an increased level of accepted
cases.
The number of responses obtained from a given level of
marketing expenditure has increased during the last two
months and there is genuine hope that this improvement
will continue. Further, as part of a programme of
significant remedial action, the management team is
reviewing all areas of operations with the aim of further
aligning the operational base and overhead structure to
achievable volumes of business.
Motivation
One of the key factors affecting the future of the
business is the motivation of the management and staff of
Claims Direct. We have been hugely impressed by the sense
of drive and determination displayed by the Company's
staff in recent weeks. Under the leadership of Paul Doona
and David Gravell, we see a renewed sense of dynamism and
belief in the future of the business as an independent
publicly quoted company.
Approaches
In our last letter, we indicated that a number of parties
had approached us with regard to some form of future
involvement with Claims Direct. There are continuing
discussions but these remain at an early stage and may or
may not lead to any firm proposal within the current
offer timetable or at all.
The Future
If the bid fails, we would look to Messrs Sullman and
Poole to resign from the Board of the Company as a matter
of honour.
We intend to review the structure and composition of the
Board and make additional appointments if necessary.
Furthermore, we would want to explore with Messrs Sullman
and Poole ways of reducing or disposing of their 43 per
cent. combined shareholding so that the business can then
move ahead without this overhanging issue.
We will work hard to find an early resolution of the
disputes between the Company and some of its franchisees.
Recommendation
The future viability of Claims Direct depends heavily on
the way in which the many uncertainties affecting the
business are resolved.
Given the timing of a number of these uncertainties,
notably the Court of Appeal case, the bid by Messrs
Sullman and Poole is clearly opportunistic.
You, as a Shareholder, have a choice:
* to accept 10 pence per share in cash which is a
certain offer in an uncertain environment; or
* to reject the Offer, recognising that, although
there are uncertain factors affecting the business,
there is the potential for long-term growth.
It is this latter course that we intend to take in
respect of our own shareholdings and, therefore, having
been so advised by Investec Henderson Crosthwaite, we are
recommending that Shareholders reject the bid by taking
no action.
We have been delighted to have received so many views
from Shareholders, franchisees and others and would like
to thank everyone who has taken the trouble to write to
us.
We cannot give you any guarantees but we are completely
satisfied that, given the chance, the Executive Directors
and staff of Claims Direct will spare no effort in their
endeavours to rebuild the business.
Only you can give them this chance - by rejecting the
bid.
Yours sincerely
David Hankinson
Independent Director'
The Independent Directors of Claims Direct plc are
responsible for the information contained in this
announcement. To the best of the knowledge and belief of
the Independent Directors of Claims Direct plc (who have
taken all reasonable care to ensure that such is the
case), the information contained in this announcement is
in accordance with the facts and does not omit anything
likely to affect the import of such information.
Press Enquiries
Claims Direct plc
David Hankinson +44 (0) 207 324 8888
David Hickey +44 (0) 207 324 8888
Investec Henderson Crosthwaite
(a division of Investec Bank (UK) Limited)
Jagjit Mundi +44 (0) 207 597 5970
David Currie +44 (0) 207 597 5970
Golin/Harris Ludgate
Reg Hoare +44 (0) 207 324 8888
Investec Henderson Crosthwaite, a division of Investec
Bank (UK) Limited, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited,
is acting for Claims Direct plc and no-one else in
connection with the Offer and will not be responsible to
anyone other than Claims Direct plc for providing the
protections afforded to customers of Investec Henderson
Crosthwaite, or for providing advice to any other person
in relation to the Offer.