Offer Update
Claims Direct PLC
10 August 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, REPUBLIC OF IRELAND OR JAPAN
10 August 2001
Offer for Claims Direct plc
David Hankinson, David Hickey, Paul Doona and David Gravell, the Independent
Directors of Claims Direct plc, are writing to Shareholders today advising
them to accept the Offer made by Barker Securities Limited.
The text of the letter to Shareholders that they intend to send out today is
set out below:
'Dear Shareholder
On 6 August 2001, we announced that we believed it was imperative that Messrs
Sullman and Poole resign from the Board and that a solution be found to reduce
their shareholdings in the Company as pre-requisites to addressing the future
viability of the Company's business. This was to allow the Company an
opportunity to make a fresh start. We also announced that we were in
negotiations with Messrs Sullman and Poole and a third party in relation to a
proposal that may have enabled us to achieve these objectives.
We note the announcement by Barker Securities today where they confirm these
negotiations are still continuing and we are disappointed that they have not
extended the closing date of the offer. We also note that Barker Securities
suggests it may be a number of weeks before the outcome of these discussions
is known. In the absence of a sufficiently advanced proposal that can be put
to Shareholders, and with no certainty that Barker Securities will extend the
closing date of the Offer in order that Shareholders can make a more informed
decision on the Offer, we must reluctantly recommend that you should now
accept the offer of 10 pence per Ordinary Share from Barker Securities as
being a certain amount in an uncertain environment.
Reasons
On 23 July 2001, we wrote to Shareholders advising them to reject the bid from
Barker Securities. In doing so, the Independent Directors stated that the
future viability of Claims Direct depended heavily on the way in which the
many factors affecting the business were resolved. The factors that we
referred to as affecting the future viability of the business included:
* restoring confidence in the Claims Direct brand;
* improving customer service and media perception;
* maintaining the recent improved trend in calls, new enquiries, new
appointments and new submissions to panel solicitors;
* capitalising on the energy of the newly-motivated management and staff; and
* the Court of Appeal establishing a clear legal framework within which
claims management companies could operate.
It has progressively become clear to the Independent Directors that any
continuing involvement of Messrs Sullman and Poole as directors of the Company
or significant shareholders makes the risk of being unable to resolve many of
the issues facing the Company unacceptably high. Accordingly, it may no longer
be possible to restore confidence in the Claims Direct brand, improve media
perception and maintain the new level of motivation of the management and
staff to the extent we believe necessary.
Furthermore, the impact of the recent Court of Appeal judgment in Callery v
Gray will lead to modifications in the Company's business model. Any such
modifications will need the active support of claims managers, panel
solicitors, insurers and other key business partners, and the Independent
Directors do not believe they will be able to obtain this support if Messrs
Sullman and Poole remain involved in the Company. In particular, a number of
our key business partners have indicated to us their reluctance to give
further support to the company in the future while Messrs Sullman and Poole
have any material influence over the business.
In giving you this advice, we also recognise that:
* all discussions (other than as disclosed above) with third parties
involving any possible future involvement with Claims Direct have concluded
unsuccessfully and, whilst the uncertainties facing the claims management
industry remain unresolved, we have no reason to believe they would be
resumed;
* public perceptions of the Company have not been improved by the disclosure
on 23 July 2001 that the DTI are conducting an investigation into the
Company's affairs and there can be no guarantee that there will be no
further adverse publicity in this regard; and
* the lack of clarity for the claims management industry in the Court of
Appeal's judgment in Callery v Gray will inevitably lead to further delays
in settling claims as new test cases will need to be brought in order to
establish the level of premiums of 'after-the-event' insurance policies
which will be recoverable in various circumstances: accordingly the period
of uncertainty will be longer than originally anticipated.
Recommendation
We must therefore now recommend to you, having been so advised by Investec
Henderson Crosthwaite, that, in the absence of a more favourable alternative
proposal emerging you should accept the offer of 10 pence per Ordinary Share
from Barker Securities as we will be doing in respect of our beneficial
shareholdings amounting in aggregate to 491,666 Ordinary Shares (representing
approximately 0.25 per cent. of the issued share capital of the Company). In
providing its advice, Investec Henderson Crosthwaite has taken into account
the commercial assessments of the Independent Directors.
You should be aware that if Barker Securities declares the Offer unconditional
and follows its stated intention to de-list the Company, Shareholders who do
not accept the Offer will hold shares in an unlisted company, the liquidity
and marketability of which will have been significantly reduced.
However, should a viable proposal with a third party materialise prior to the
Offer being declared unconditional, which would achieve the objectives of
reducing the involvement of Messrs Sullman and Poole with the Company, both as
shareholders and as directors, we will write to Shareholders again to advise
them of our views on this. In the event that the Offer is not declared wholly
unconditional, Shareholders who have accepted the Offer will have the
opportunity to benefit from any alternative proposal which may arise.
We recognise that the change in recommendation will come as a bitter blow to
all those who have indicated their willingness to tackle the various problems
that have plagued the Company over the past months, especially the management,
staff and franchisees. We believe that many of these individuals would wish us
to reject a bid from Messrs Sullman and Poole at any level. As independent
directors, however, our duty is to advise on what we believe is in the best
interests of Shareholders.
Finally, we would like to express thanks to all the management, staff and
franchisees for all they have contributed to the Company. We would also like
to thank all of you who have taken the time to communicate your views to us.
Yours faithfully
David Hankinson David Hickey
Independent Director Independent Director
Paul Doona David Gravell
Independent Director Independent Director'
- Ends -
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
Paul Doona +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.