Offer Update

Claims Direct PLC 10 August 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF IRELAND OR JAPAN 10 August 2001 Offer for Claims Direct plc David Hankinson, David Hickey, Paul Doona and David Gravell, the Independent Directors of Claims Direct plc, are writing to Shareholders today advising them to accept the Offer made by Barker Securities Limited. The text of the letter to Shareholders that they intend to send out today is set out below: 'Dear Shareholder On 6 August 2001, we announced that we 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. This was to allow the Company an opportunity to make a fresh start. We also announced that we were in negotiations with Messrs Sullman and Poole and a third party in relation to a proposal that may have enabled us to achieve these objectives. We note the announcement by Barker Securities today where they confirm these negotiations are still continuing and we are disappointed that they have not extended the closing date of the offer. We also note that Barker Securities suggests it may be a number of weeks before the outcome of these discussions is known. In the absence of a sufficiently advanced proposal that can be put to Shareholders, and with no certainty that Barker Securities will extend the closing date of the Offer in order that Shareholders can make a more informed decision on the Offer, we must reluctantly recommend that you should now accept the offer of 10 pence per Ordinary Share from Barker Securities as being a certain amount in an uncertain environment. Reasons On 23 July 2001, we wrote to Shareholders advising them to reject the bid from Barker Securities. In doing so, the Independent Directors stated that the future viability of Claims Direct depended heavily on the way in which the many factors affecting the business were resolved. The factors that we referred to as affecting the future viability of the business included: * restoring confidence in the Claims Direct brand; * improving customer service and media perception; * maintaining the recent improved trend in calls, new enquiries, new appointments and new submissions to panel solicitors; * capitalising on the energy of the newly-motivated management and staff; and * the Court of Appeal establishing a clear legal framework within which claims management companies could operate. It has progressively become clear to the Independent Directors that any continuing involvement of Messrs Sullman and Poole as directors of the Company or significant shareholders makes the risk of being unable to resolve many of the issues facing the Company unacceptably high. Accordingly, it may no longer be possible to restore confidence in the Claims Direct brand, improve media perception and maintain the new level of motivation of the management and staff to the extent we believe necessary. Furthermore, the impact of the recent Court of Appeal judgment in Callery v Gray will lead to modifications in the Company's business model. Any such modifications will need the active support of claims managers, panel solicitors, insurers and other key business partners, and the Independent Directors do not believe they will be able to obtain this support if Messrs Sullman and Poole remain involved in the Company. In particular, a number of our key business partners have indicated to us their reluctance to give further support to the company in the future while Messrs Sullman and Poole have any material influence over the business. In giving you this advice, we also recognise that: * all discussions (other than as disclosed above) with third parties involving any possible future involvement with Claims Direct have concluded unsuccessfully and, whilst the uncertainties facing the claims management industry remain unresolved, we have no reason to believe they would be resumed; * public perceptions of the Company have not been improved by the disclosure on 23 July 2001 that the DTI are conducting an investigation into the Company's affairs and there can be no guarantee that there will be no further adverse publicity in this regard; and * the lack of clarity for the claims management industry in the Court of Appeal's judgment in Callery v Gray will inevitably lead to further delays in settling claims as new test cases will need to be brought in order to establish the level of premiums of 'after-the-event' insurance policies which will be recoverable in various circumstances: accordingly the period of uncertainty will be longer than originally anticipated. Recommendation We must therefore now recommend to you, having been so advised by Investec Henderson Crosthwaite, that, in the absence of a more favourable alternative proposal emerging you should accept the offer of 10 pence per Ordinary Share from Barker Securities as we will be doing in respect of our beneficial shareholdings amounting in aggregate to 491,666 Ordinary Shares (representing approximately 0.25 per cent. of the issued share capital of the Company). In providing its advice, Investec Henderson Crosthwaite has taken into account the commercial assessments of the Independent Directors. You should be aware that if Barker Securities declares the Offer unconditional and follows its stated intention to de-list the Company, Shareholders who do not accept the Offer will hold shares in an unlisted company, the liquidity and marketability of which will have been significantly reduced. However, should a viable proposal with a third party materialise prior to the Offer being declared unconditional, which would achieve the objectives of reducing the involvement of Messrs Sullman and Poole with the Company, both as shareholders and as directors, we will write to Shareholders again to advise them of our views on this. In the event that the Offer is not declared wholly unconditional, Shareholders who have accepted the Offer will have the opportunity to benefit from any alternative proposal which may arise. We recognise that the change in recommendation will come as a bitter blow to all those who have indicated their willingness to tackle the various problems that have plagued the Company over the past months, especially the management, staff and franchisees. We believe that many of these individuals would wish us to reject a bid from Messrs Sullman and Poole at any level. As independent directors, however, our duty is to advise on what we believe is in the best interests of Shareholders. Finally, we would like to express thanks to all the management, staff and franchisees for all they have contributed to the Company. We would also like to thank all of you who have taken the time to communicate your views to us. Yours faithfully David Hankinson David Hickey Independent Director Independent Director Paul Doona David Gravell Independent Director Independent Director' - Ends - 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 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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