Claims Direct PLC
14 August 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, REPUBLIC OF IRELAND OR JAPAN
For immediate release
14 August 2001
Claims Direct plc
Offer declared wholly unconditional
David Hankinson, David Hickey, Paul Doona and David Gravell, the Independent
Directors of Claims Direct plc, note this morning's announcement by Barker
Securities Limited that, as at 3.00 p.m. on Monday 13 August 2001, it had
received valid acceptances in respect of, or had agreed to acquire, a total of
107,500,234 Ordinary Shares, representing approximately 55.4 per cent. of the
existing issued share capital of Claims Direct and that the Offer by Barker
Securities has been declared unconditional in all respects, all conditions
having been either satisfied or waived. Accordingly, Barker Securities is now
contractually obliged to acquire all Claims Direct shares in respect of which
acceptances had been received prior to 3.00 pm on 28 August 2001, the date on
which Barker Securities has stated that the Offer will close.
The Independent Directors stated in their letter to Shareholders dated 10
August 2001 that they believe any continuing involvement of Messrs Sullman and
Poole as directors of the Company or significant shareholders makes a risk of
being able to resolve many of the issues facing the Company unacceptably high.
Whilst the Independent Directors note that the negotiations between the
directors of Barker Securities and Simon Ware-Lane are continuing and that, if
successful, these would result in both Tony Sullman and Colin Poole leaving
the board of Claims Direct and significantly reducing Barker Securities'
shareholding in Claims Direct, possibly down to zero, Shareholders should
appreciate that there is no certainty that agreement will be reached on terms
acceptable to both Barker Securities and Simon Ware-Lane.
In addition, Shareholders should also be aware that even if agreement can be
reached between Barker Securities and Simon Ware-Lane, any transaction would
need to comply with the provisions of the City Code on Takeovers and Mergers
and that if the transaction with Simon Ware-Lane were to involve the
acquisition by Claims Direct of Claimline plc, it would need to comply with
the provisions of the Listing Rules of the UK Listing Authority which may
include, inter alia, making a statement regarding the sufficiency of working
capital for any combination of Claims Direct and Claimline. Any modification
of the Claims Direct business model following such a combination would require
the active support of key business partners and may require Shareholder
approval. If agreement cannot be reached, the directors of Barker Securities
have stated that they will embark on the action plan outlined in the statement
made by them on 31 July 2001. In such circumstances, and for the reasons
already outlined, the Independent Directors remain of the view that the risk
associated with successfully implementing that plan remain unacceptably high
for Shareholders.
The directors of Barker Securities state in their announcement of today that
the Offer will now remain open for acceptance until 3.00 pm on Tuesday 28
August 2001, at which time the Offer will be closed. Shareholders who do not
accept the Offer by 28 August 2001 may be deprived of receiving 10 pence per
share currently on offer.
In view of the continued absence of a viable alternative proposal, the
Independent Directors continue to advise Shareholders to accept the Offer of
10 pence per share from Barker Securities.
The Independent Directors will continue to keep Shareholders informed of any
developments.
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.
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