Re Offer Reponse

Claims Direct PLC 9 July 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN For Immediate Release 09 July 2001 Offer for Claims Direct plc Response from Independent Directors David Hankinson and David Hickey, the Independent Directors of Claims Direct plc, note the publication today of the Offer document on behalf of Barker Securities Limited, and will be writing to Shareholders in response tomorrow. The text of their letter to Shareholders is set out below:- 'Dear Shareholder, The full details of the Offer by Barker Securities Limited to purchase your Company have been published today, and will be sent to you by Barker Securities Limited. As the Independent Directors, we wanted to give Shareholders an immediate initial response to the Offer. Advice On the basis of the information currently available to us and having been so advised by Investec Henderson Crosthwaite, we do not believe that the Offer, at this level, should be accepted by Shareholders. In providing its advice, Investec Henderson Crosthwaite has taken into account the Directors' commercial assessments (other than those of Messers Sullman and Poole). Price The price of 10p per share, which is currently being offered by Barker Securities Limited, is substantially below the closing share price of 16p 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. Many Shareholders and the media have already expressed disparaging views of an Offer at 10p per share and the possible motives behind such an Offer. Conditions Shareholders should be aware and will be concerned that verbal undertakings which were given by Messrs Sullman and Poole to the Board and its advisers, at the time they were granted permission to investigate the feasibility of making an offer, have not been formally confirmed in the Offer document from Barker Securities Limited. The verbal undertakings agreed by Messrs Sullman and Poole would have ensured that: * any higher offer or more attractive third party proposal for the Company would either be accepted or matched by Messrs Sullman and Poole; and * any gain on any re-sale of the business, within a specified period, would be shared with all shareholders. It now appears that these verbal undertakings are not to be confirmed in writing. Strategy You may feel, as we do, that it is somewhat rich of Messrs Sullman and Poole to question the viability of the current business model when they were actively involved in developing Claims Direct's current method of operation. In addition, in the light of the recent financial performance of the Company, the full Board has met several times to consider the strategic issues facing the business. As you would expect, the Chairman and Deputy Chairman/Chief Executive participated in these discussions although they presented no specific recommendations for change to Claims Direct's current business model to the Board. Furthermore, although they refer in the Offer document to the Group requiring a major re-positioning of its operations, no specific proposals are contained in the Offer document. Our business and the industry in which Claims Direct operates, is in a period of considerable structural and operational change. In addition to the continuing trading uncertainties facing the Company, there are several factors, some of which are outside the control of your Company, which could have a significant influence on the Company's future and Shareholders ought to consider these when deciding whether or not to accept the Offer: * there is an important Court of Appeal case in hand which is expected to have a bearing on the level of recoverability of 'after-the-event' insurance premiums; * a number of parties have approached the Independent Directors with regard to some future involvement with Claims Direct. These conversations are at a very early stage and there is nothing further that can be said at present. However, we can re-assure Shareholders that the aim of all and any of these discussions is to achieve the best value for Shareholders, either now or in the future; * we continue to consider, with the management of Claims Direct, all possible options and development possibilities for the business including significant change to the business model. Despite its recent poor performance, the Independent and Executive Directors, and all of the senior staff at Claims Direct, are proud of what the Company is trying to achieve, namely, providing access to justice for all, following the abolition of legal aid for personal injury claims. Possible Change of Control In recent days a number of claimants and franchisees, as well as Shareholders, have contacted us to express their concerns. In some quarters there appears to be a misconception that the business has already changed hands. We should like to make it absolutely clear that there has been no change of ownership and, within Claims Direct, we remain focused on delivering 'business as usual'. Barker Securities Limited only requires a few Shareholders to accept the Offer to enable them to reach the all important 50.1% ownership of the Company, thereby giving Messrs Sullman and Poole legal control of the Company, at a price which is significantly lower than that prevailing when they were granted permission to investigate the feasibility of making an offer. Over the next two weeks we will be working with our advisers to prepare our formal response to the Offer and we most strongly urge Shareholders to take no action at the current time. Finally, we are happy to reiterate the offer in our earlier letter that if you wish to communicate with either of us, we would be delighted to hear from you either by letter to 111 Charterhouse Street, London, EC1M 6AW or by e-mail to dhankinson@golinharris.co.uk. Unfortunately, due to the volume of correspondence we have received we are unable to respond to specific points, but we would like to thank shareholders for contacting us and giving us their views.' Yours sincerely David Hankinson David Hickey Independent Director Independent Director -ends- The Independent Directors of Claims Direct are responsible for the information contained in this announcement. To the best of the knowledge and belief of the Independent Directors of Claims Direct (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 Robin Hepburn +44 (0) 207 324 8888 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, 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, nor for providing advice to any other person in relation to the Offer.
UK 100