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.