Offer Rejection

Claims Direct PLC 23 July 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF IRELAND OR JAPAN Offer for Claims Direct plc Response from Independent Directors - Rejecting the Offer David Hankinson, David Hickey, Paul Doona and David Gravell, the Independent Directors of Claims Direct plc, are writing to Shareholders today advising them to reject the Offer made by Barker Securities Limited. The text of their letter to Shareholders is set out below: 'Dear Shareholder, David Hickey and I have written to you twice in recent weeks to give you information and advice as this takeover bid progresses. I am writing to you now, on behalf of the Independent Directors, to give you our formal response to the Offer made on behalf of Barker Securities, the full details of which you should have received by now. I am delighted to inform Shareholders that, since we last wrote, both Paul Doona and David Gravell have decided to join with David Hickey and me as Independent Directors in rejecting the bid. Advice Our strong advice to you is that you should reject this bid, as we will be doing in respect of our own shareholdings. If you wish to reject this bid, no action is required on your part. Reasons for Rejection We believe that the Offer, at 10 pence per share, is a deeply cynical attempt by Messrs Sullman and Poole to take advantage of uncertainties facing the Company at this particular time. The Offer by Barker Securities raises wider issues than the simple question of how much Messrs Sullman and Poole should pay for the 57 per cent. of the Company they do not already own. We seek to address these issues in this document. Whilst this Offer would probably benefit Messrs Sullman and Poole, we do not believe that it is in the interests of the Company's shareholders as a whole. As we said in our last letter, the price of 10 pence per share is substantially below the closing share price of 16 pence 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. The offer of 10 pence per share is, in our opinion, unacceptable. Barker Securities only requires a few Shareholders to accept the Offer or sell shares to it to enable it to reach the all important 50.1 per cent. ownership of the Company, thereby giving Messrs Sullman and Poole legal control of the Company and the ability to de-list the Company's shares. This could significantly reduce the liquidity and marketability of your shares and the regulatory protections you currently enjoy. The directors of Barker Securities have said that, following the de-listing, they intend to undertake a major re-positioning of the Group's operations by reducing its cost base significantly and by accepting a much lower level of cases each month. Any downsizing of the business would have clear implications for franchisees, employees and panel solicitors. Factors Affecting the Business To help Shareholders make their decision on this bid, we have set out below our views on various factors affecting the business: Recoverability of insurance premiums One of the biggest uncertainties facing the Company, and indeed the claims management industry in general, is the extent to which 'after-the-event' insurance premiums will be recoverable on behalf of claimants. This is being addressed by the Court of Appeal at the present time and a final decision is expected at the end of this month. The specific judgments in the case so far are on balance, we believe, helpful, but this is such a significant factor in determining the future viability of the business and its competitive environment that we will be communicating with you again once the final outcome is known. Brand recognition Claims Direct is one of the most high profile players in the UK claims management industry and has an extremely high level of brand recognition. We, therefore, want to build on the strength of the brand recognition and restore confidence in its value, in contrast, it would appear, to the intentions of Messrs Sullman and Poole. Media perception The issues that the media highlighted in the Autumn of 2000 were issues of genuine concern to Claims Direct customers, and the Company acknowledges that these were poorly handled. However, steps have been and continue to be taken both to improve customer service and to address the negative PR that has beset the Company. Case volumes You should by now have received the Company's annual report and accounts for the year ended 31 March 2001. As reported therein, the number of accepted cases has continued to decline since 31 March 2001, and it is still not possible to ascertain at what level the number of accepted cases will stabilise. However, for the first time in a number of months there are some encouraging signs. The key measures of weekly activity - gross calls into the call centre, new enquiries, new appointments and new submissions to panel solicitors - have shown an upward trend from early May and should result in an increased level of accepted cases. The number of responses obtained from a given level of marketing expenditure has increased during the last two months and there is genuine hope that this improvement will continue. Further, as part of a programme of significant remedial action, the management team is reviewing all areas of operations with the aim of further aligning the operational base and overhead structure to achievable volumes of business. Motivation One of the key factors affecting the future of the business is the motivation of the management and staff of Claims Direct. We have been hugely impressed by the sense of drive and determination displayed by the Company's staff in recent weeks. Under the leadership of Paul Doona and David Gravell, we see a renewed sense of dynamism and belief in the future of the business as an independent publicly quoted company. Approaches In our last letter, we indicated that a number of parties had approached us with regard to some form of future involvement with Claims Direct. There are continuing discussions but these remain at an early stage and may or may not lead to any firm proposal within the current offer timetable or at all. The Future If the bid fails, we would look to Messrs Sullman and Poole to resign from the Board of the Company as a matter of honour. We intend to review the structure and composition of the Board and make additional appointments if necessary. Furthermore, we would want to explore with Messrs Sullman and Poole ways of reducing or disposing of their 43 per cent. combined shareholding so that the business can then move ahead without this overhanging issue. We will work hard to find an early resolution of the disputes between the Company and some of its franchisees. Recommendation The future viability of Claims Direct depends heavily on the way in which the many uncertainties affecting the business are resolved. Given the timing of a number of these uncertainties, notably the Court of Appeal case, the bid by Messrs Sullman and Poole is clearly opportunistic. You, as a Shareholder, have a choice: * to accept 10 pence per share in cash which is a certain offer in an uncertain environment; or * to reject the Offer, recognising that, although there are uncertain factors affecting the business, there is the potential for long-term growth. It is this latter course that we intend to take in respect of our own shareholdings and, therefore, having been so advised by Investec Henderson Crosthwaite, we are recommending that Shareholders reject the bid by taking no action. We have been delighted to have received so many views from Shareholders, franchisees and others and would like to thank everyone who has taken the trouble to write to us. We cannot give you any guarantees but we are completely satisfied that, given the chance, the Executive Directors and staff of Claims Direct will spare no effort in their endeavours to rebuild the business. Only you can give them this chance - by rejecting the bid. Yours sincerely David Hankinson Independent Director' 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 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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