First Day Dealings on AIM

Debt Free Direct Group PLC 13 December 2002 Debt Free Direct Group plc (the 'Company' or 'DFD plc') announces admission of its Ordinary Shares to trading on the Alternative Investment Market Key Points • Debt Free Direct's shares began trading on AIM today • The Company successfully raised £373,570 gross by way of a placing • A total number of 933,927 ordinary shares were placed at the Placing Price of 40p per share • Market capitalisation is £9 million • The Company provides debt solutions via a unique Best Advice Model to consumers with debt problems • Debt Free Direct was originally founded by Lathams, Chartered Accountants in 1997 but was later sold to a number of Lathams' partners. DFD plc therefore was not part of Tenon's acquisition of Lathams in May 2001. • UK market for debt solutions providers is rapidly expanding • Outstanding credit card balances stood at £40 billion in December 2001* • Unsecured consumer debt has doubled between 1994 and 2001* • Credit card circulation has more than doubled since 1994 from 27.7million to 55 million in 2001* • 25% of households reported financial problems in the last year* *Above points extracted from 'Over-indebtedness in Britain' A report to the Department of Trade and Industry. Elaine Kempson, Personal Finance Research Centre, September 2002. • The Directors have considerable experience of the financial services industry and include Grenville Folwell, ex deputy CEO of Halifax plc, as Non-executive Chairman • WH Ireland Limited is Nominated Adviser and Broker Andrew Redmond, Chief Executive of the Company commented:- 'Debt Free Direct Group plc offers an efficient and structured approach to identifying the best solutions for individuals with debt problems. We have invested in systems and staff to create a strong business, which combined with the opportunities that an AIM listing provides, leaves the Company ideally placed to capture significant market share.' Press enquiries Debt Free Direct Group plc Andrew Redmond, Chief Executive T: 01257 518000 Debt Free Direct Group plc John Reynard, Finance Director T: 01257 518000 W. H. Ireland Limited Ruth Gifford / Simon Johnson T: 0121 616 2101 Biddicks Shane Dolan T: 0207 4481000 Introduction Debt Free Direct plc was incorporated on 26 April 2002 to acquire the entire issued ordinary share capital of Debt Free Direct Limited (Debt Free Direct) and DFD Investments Limited (DFD). The principal aim of Debt Free Direct is to help individuals find the best solution to their debt problems, based upon an analysis of their particular financial circumstances. Financial information on an individual is processed through a computer model (''the Best Advice Model'') developed by Debt Free Direct in order to recommend a solution suitable for that individual's particular financial circumstances. Income for Debt Free Direct is primarily generated through agreed fees charged to individuals for the solutions provided. The Executive Directors, having developed Debt Free Direct from private resources since formation, now wish to raise funds for the Group in part to increase marketing and advertising in order to attract additional customers but also to provide working capital and to reduce the aggregate amount of Directors' loans to the Group by £350,000 (less the amount, if any, by which the Placing is undersubscribed). The funds available to the Group after completion of the Acquisition and Placing will be approximately £450,500 net of expenses. Proposed Transaction DFD has not traded and, as at Admission, will have cash assets of approximately £226,430. The Company has agreed, conditional on Admission, to acquire the entire issued ordinary share capital of DFD in consideration for the issue of 2,335,066 new fully paid Ordinary Shares. History and Background Debt Free Direct was originally established in 1997 by the professional accounting partnership of Lathams, based in Chorley Lancashire. Their aim was to provide the widest possible range of solutions to the burgeoning number of individuals with debt problems. As professional accountants they were aware of a broad range of solutions available to such individuals, ranging from informal arrangements with creditors, to more sophisticated solutions such as debt consolidation, remortgage arrangements, IVAs and other advice. This enables Debt Free Direct to provide the most appropriate advice to customers within an industry, which has developed in the UK over the last five to six years. In February 2000, DFD (Realisations) Limited was incorporated to coordinate advertisements for the Business. However, this arrangement ceased on 1 May 2002 since when Debt Free Direct has coordinated its own advertisements. On 15 February 2002 the Business was sold by the partners of Lathams to Debt Free Direct. Under the terms of a share exchange agreement dated 2 December 2002, the Company agreed to acquire the entire issued ordinary share capital of Debt Free Direct. Further details of the arrangements described above are detailed in the prospectus. The Market and Competition Debt Free Direct operates in a rapidly expanding marketplace that is served by a range of solution providers. Each of these solution providers market their particular solution to consumers who, through mismanagement or misfortune, have become overexposed to debt. Whilst these companies offer a number of very different solutions, it is often difficult from their advertisements to distinguish exactly what solution a particular company is offering. Debt Free Direct's competitors include:- • Banks and other financial institutions offering consolidation loans, re-mortgages and additional advances • Debt management companies • Insolvency practitioners Debt Free Direct also competes with the not for profit advisory organisations, such as the Citizens Advice Bureau and the Consumer Credit Counselling Service, who promote self-help plans and debt management. Debt Free Direct is different from most of the other companies operating in this market because it does not just offer one solution but a complete range of solutions from loans and mortgages to self-help and debt management programmes through to formal insolvency procedures. Increasing numbers of individuals living in the UK are encountering debt problems. Whilst Citizens Advice Bureaux offer free and independent advisory services to individuals with debt and other problems, the Directors do not believe that the advice given always meets the particular requirements of each individual. Many individuals, therefore, turn to debt management companies to help deal with their debt problems. The Directors believe that the main concerns raised about debt management companies in general are that: (a) the charges levied by some companies are high; (b) existing companies in the market do not necessarily recommend the best solution to an individual's debt problems; and (c) in many cases there is a lack of full advice provided to individuals. Debt Free Direct, therefore, provides a professional service, analysing an individual's particular financial circumstances so as to be able to recommend the most appropriate solution to that individual's debt problems. The Business Debt Free Direct attracts clients primarily by advertising through a number of media channels including press, radio, television (satellite and terrestrial), billboard and directories. Individuals respond to the advertisements by calling a free telephone number and the advisory team collects personal and financial details which are then immediately processed through the Best Advice Model. The resulting recommendation is then provided directly to the individual over the telephone. The solutions offered range from basic advice, such as simply destroying credit cards and curbing unnecessary expenditure, to the following solutions: • informal arrangement; • consolidation loan (usually unsecured); and • re-mortgage; • IVA; • bankruptcy. (a) Informal Arrangement Under an informal arrangement, an individual's creditors generally agree to extend the repayment periods for his/her debts. However, it is not legally binding and all debts must ultimately be fully repaid. Debt Free Direct offers two ways of resolving debt problems through an informal arrangement with either: (i) a self-help pack which contains all the necessary paperwork, including a personalised income and expenditure account, a full analysis of all the monthly payments that need to be made to each creditor and letters to creditors to explain the individual's situation. The self-help pack is provided to individuals free of charge and generates goodwill and customer referral. (ii) a managed informal arrangement whereby Debt Free Direct refers the individual to Payplan Limited (''Payplan''), an unconnected company which manages the informal arrangement on behalf of the individual. The service offered by Payplan is free to the individual. Payplan receives its fee from the individual's creditors whilst Debt Free Direct receives a fixed fee per case from Payplan; or (b) Consolidation Loan This is a new loan taken out to repay all the individual's existing unsecured debts. Many individuals who contact Debt Free Direct have already tried to obtain such a loan. However, if this is a potential solution, Debt Free Direct recommends possible lenders to the individual and usually receives a percentage of any associated commission. (c) Re-mortgage This can be a suitable solution for homeowners with equity in their property. Where this is the appropriate solution, Debt Free Direct refers individuals to professional firms of independent financial advisers and usually receives a percentage of any relevant commission. (d) IVA A legal agreement between an individual and their creditors, which involves structured and affordable monthly payments being made over an agreed period (normally five years). On successful conclusion creditors agree to write off any debt that remains outstanding after the agreed period. (e) Bankruptcy If an individual is made bankrupt, a trustee is appointed to manage his/her financial affairs and to sell a sufficient amount of that individual's property in order to repay his/her debts. Although bankruptcy can be the only feasible solution in certain circumstances, it is one that most individuals wish to avoid. If bankruptcy is the recommended solution, Debt Free Direct provides the individual with a leaflet detailing the course of action the individual should follow but no fee is charged. Reasons for the Acquisition, Placing and Admission The net proceeds of the Placing and the cash assets of DFD upon Admission, which together aggregate approximately £450,500, will be used in part to provide additional capital for advertising and marketing the Business and also to provide working capital for the resulting anticipated growth of the Business. The Directors believe that the associated benefits of Placing and Admission include: Corporate Profile The performance of the Group should benefit from the status of being a public company with its shares admitted to trading on AIM. Access to Capital Markets The Group may need to raise further funds in the future to develop its business or to finance any cash element of the consideration for any acquisition. In the opinion of the Directors, the cost of capital for a publicly traded company should be lower and capital should be more freely available than for an equivalent company which is privately owned. Acquisition consideration Many vendors prefer to take publicly traded shares, in whole or in part, as consideration rather than shares which are not publicly traded. Management appeal As a public company, it should be easier for the Company to attract suitable management to assist in the development of the Group. Directors and Senior Management Directors The Board comprises five Directors. Brief biographies of each of the Directors are set out below: Grenville John Folwell CPFA and FCT (aged 59) Non-Executive Chairman Gren Folwell was Deputy Chief Executive of Halifax plc from 1996 to 1999, having joined the board as Group Finance Director in 1989. During his time on the board of Halifax plc he played a central role in the merger and subsequent integration of the Halifax and Leeds Permanent Building Societies. He played a key role in the £18 billion flotation of Halifax plc, and negotiated on a number of acquisitions, including the successful £750 million hostile takeover of Birmingham Midshires Building Society. Mr Folwell's other current non-executive directorships include the Public Private Partnerships Programme Limited, Institute of Public Finance Limited and a number of Halifax plc subsidiaries. In 1995 Gren was president of the Chartered Institute of Public Finance and Accountancy. Andrew Redmond FCA and JIEB (aged 40), Chief Executive Officer Andrew Redmond qualified as an accountant at PricewaterhouseCoopers and worked in its corporate recovery and corporate finance departments until 1994 when he joined Lathams, Chartered Accountants, as a partner and subsequently headed the corporate recovery department. Following the acquisition of Lathams by Tenon Group plc in 2001, he was appointed as Tenon's regional chairman for the Northern Region. John Anthony Reynard FCA (aged 43) Finance Director John Reynard graduated with a degree in law and qualified as a chartered accountant. He specialised in forensic accounting and joined Lathams, Chartered Accountants in 1995 as a partner. Following the acquisition of Lathams by Tenon Group plc in 2001, he was appointed managing director of Tenon Group Plc's forensic service line in the UK. Paul Alan Latham FCA (aged 44) Executive Director Paul Latham qualified as a chartered accountant with Crossley & Davis which subsequently became Latham Crossley & Davis and later became Lathams, Chartered Accountants where he became a partner in 1986. Following the acquisition of Lathams by Tenon Group plc in 2001, Mr Latham became national head of Tenon Group plc's business consultancy service where he currently specialises in strategic business planning for the owner-managed business/mid corporate sector. Ian William Currie ACA (aged 41) Non-Executive Director Ian Currie has a BA (Hons) degree in Economics from Manchester University and is a qualified Chartered Accountant. Mr Currie has had a wide experience of corporate activity including flotations, capital raisings and mergers and acquisitions. Prior to forming the Manchester office of Altium Capital Ltd. in 1996, Ian Currie was Head of Corporate Finance in the North of England for Peel Hunt & Co. Ltd. The Executive Directors' consultancy services are provided through Tenon Limited. It is intended that, within six months from Admission, a Chief Executive Officer will be engaged on a full time basis. Senior Management In addition to the Executive Directors, the two key members of the management team of Debt Free Direct are Gill Wrigley and Georgina Earle. Gill Wrigley is the Insolvency Practitioner within Debt Free Direct and manager responsible for the IVA team. She qualified as an ACA at PricewaterhouseCoopers in 1993 and obtained her practicing certificate and insolvency licence in January 2002. She joined Debt Free Direct in June 2001. Georgina Earle is manager responsible for the advice team. She began her career with Airtours plc and has worked in the call centre industry for twelve years. In October 1999, she joined Sharp Electronics (U.K.) Ltd. and established and managed their first direct sales unit before joining CSC, a global outsourcing corporation in January 2000. She joined Debt Free Direct as project manager in July 2001. Current Trading and Prospects The Company has only recently been formed and the Group has not published any consolidated financial information. The Directors view the prospects of the Group with confidence and, based on predicted enquiry levels from potential clients, the Directors believe that revenue will continue to increase in the foreseeable future without a proportional change in the Business' cost base other than marketing and advertising. The Directors believe this is a growing sector of the financial services market. END This information is provided by RNS The company news service from the London Stock Exchange
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