Claims Direct PLC
30 August 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, REPUBLIC OF IRELAND OR JAPAN
For immediate release
30 August 2001
Claims Direct plc
Announcement by the Independent Directors
Paul Doona and David Gravell, the Independent Directors of Claims Direct plc,
note yesterday's announcement by Barker Securities Limited ('Barker
Securities') and SWL Holdings Limited ('SWL'), a company owned by Simon
Ware-Lane.
On 10 August 2001, the Independent Directors stated in their letter to
shareholders that they 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. The Independent Directors also stated
that recent developments, including the Callery v. Gray ruling, would lead to
modifications in the Company's business model, for which the active support of
the Company's key business partners would need to be obtained and that while
Messrs Sullman and Poole were involved in the business they did not believe
that achieving this was possible.
The announcement made by Barker Securities and SWL yesterday confirming the
arrangements with Simon Ware-Lane states that Messrs Sullman and Poole have
resigned as directors of Claims Direct and that the arrangements may have the
effect of significantly reducing the shareholdings of Messrs Sullman and Poole
in the future. These arrangements are welcomed by the Independent Directors as
they make significant progress towards achieving the removal of Messrs Sullman
and Poole from the business. However, the Independent Directors also note that
the total removal of the influence of Messrs Sullman and Poole will only occur
if placees can be found to purchase Barker Securities' remaining shareholding.
Whilst Claims Direct's management will work with SWL to try and resolve the
issues facing the Company, prior to such placings Barker Securities will own
at least 36 per cent. of Claims Direct and it is uncertain how the Company's
business partners will react to this continuing significant shareholding.
The Independent Directors also note that under the terms of the arrangement no
cash is payable for the acquisition of the initial 49 million shares purchased
by SWL and payment will only be made once the market price of Claims Direct
shares is 16 pence or more at the relevant time. If SWL fails to place
sufficient shares with third parties to satisfy the deferred consideration or
otherwise does not elect to pay the deferred consideration from its own cash
resources within 18 months, then Barker Securities will be entitled to
re-purchase all or any of these shares for a nominal consideration. This may
result in Barker Securities again owning up to 69 per cent. of the Company.
Whilst uncertainties remain, the Independent Directors, having been so advised
by Investec Henderson Crosthwaite, continue to advise all Shareholders that,
unless they can achieve a higher price by selling their shares in the market,
they should accept Barker Securities' offer of 10 pence per Ordinary Share,
being a certain offer in an uncertain environment.
Shareholders should note that the Offer remains open for acceptance until 3.00
p.m. on Wednesday 5 September 2001.
Press Enquiries
Investec Henderson Crosthwaite
(a division of Investec Bank (UK) Limited)
David Currie +44 (0) 207 597 5970
Golin/Harris Ludgate
Robin Hepburn +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.
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