RNS Number:9420F
Barker Securities PLC
27 June 2001
The following text replaces an old RNS announcement number 9397F. The
principal changes are the inclusion of a correct announcement date namely 27
June 2001, the deletion of the words "final version", corrections to paragraph
3 entitled, "Background to and reasons for the Offer" (sub paragraph 5) and an
adjustment to the definition of Cartmel Securities Limited, in paragraph 10,
where Colin Poole is shown to be a potential beneficiary under the trust. All
other details remain unchanged and the full corrected version is shown below.
27 June 2001
Not for release, publication or distribution in or into the United States,
Canada, Australia, Republic of Ireland or Japan.
Offer to be made by KPMG Corporate Finance
on behalf of
Barker Securities plc
for
Claims Direct plc
Summary
The board of Barker Securities announces the terms of a cash offer to be made
by KPMG Corporate Finance on behalf of Barker Securities, to acquire all of
the issued and to be issued share capital of Claims Direct other than the
83,050,565 Claims Direct Shares (representing approximately 42.8 per cent of
the current issued share capital of Claims Direct) currently owned by the
Barker Securities Directors.
The Offer will be 10 pence in cash for each Claims Direct Share, representing
a discount of approximately 20.0 per cent to the closing middle market price
of 12.5 pence on 26 June 2001 (being the last dealing date prior to the date
of this announcement) and a discount of approximately 31.0 per cent to the
closing middle market price of 14.5 pence on 25 June 2001 (being the last
dealing date prior to the date of the announcement that Tony Sullman and Colin
Poole had made an approach which might or might not lead to an offer being
made).
The Offer will value the existing issued share capital of Claims Direct at
approximately #19.4 million, and the Claims Direct Shares subject to the Offer
at approximately #11.1 million.
Barker Securities is a recently incorporated company formed for the purpose of
making the Offer for Claims Direct. The directors and shareholders of Barker
Securities are Tony Sullman and Colin Poole, both of whom are non-executive
directors of Claims Direct. Messrs Sullman and Poole will not take part in
the Claims Direct board's consideration of the Offer.
On 26 June 2001 Claims Direct announced its preliminary results for the year
ended 31 March 2001. While these showed an underlying operating profit of #
6.8 million (2000: #11.7 million), in the second half of the year an
underlying operating loss of #6.9 million was reported. For the full year a
loss before tax of #20.2 million (2000: profit #10.1 million) was reported.
No final dividend will be paid to Claims Direct Shareholders.
Commenting on the Offer, Tony Sullman, director of Barker Securities said:
"At the time of Claims Direct's flotation in July 2000, I believed that a
listing for Claims Direct was the best way to ensure the continued growth of
the Claims Direct Group. As the founder and a shareholder of Claims Direct, I
have been extremely disappointed by the subsequent operating performance and
the sharp fall in the share price. The business environment in which the
Claims Direct Group operates has altered rapidly and I believe that the Claims
Direct Group's current business model is no longer viable.
Prospects for the Claims Direct Group are uncertain and Colin Poole and I
believe that the only alternative open to Claims Direct is a major
repositioning of the Claims Direct Group's operations. In order to implement
these changes, we believe that it is necessary for us to take control of
Claims Direct so that we can actively manage the changes and that these
changes are best achieved by taking Claims Direct off the stock market. The
Offer Price reflects our view of the scale of these changes, the risks
associated with them and the future prospects for Claims Direct's business".
Enquiries:
Barker Securities plc Telephone: 020 7786 9600
Tony Sullman
Colin Poole
KPMG Corporate Finance Telephone: 0121 232 3000
(Financial adviser to Barker Securities)
Charles Cattaneo
Colin Graham
Binns & Co Telephone: 020 7786 9600
(PR adviser to Barker Securities)
Brian Coleman-Smith
Simon Ellis
This announcement does not constitute an offer or invitation to purchase any
securities.
KPMG Corporate Finance, a division of KPMG which is authorised by The
Institute of Chartered Accountants in England and Wales to carry on investment
business, is acting for Barker Securities and no one else in connection with
the Offer and will not be responsible to anyone other than Barker Securities
for providing the protections afforded to clients of KPMG Corporate Finance or
for giving advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails, or by any means or instruments of transportation or communication
(including, without limitation, facsimile transmission, electronic mail, telex
and telephone) of interstate or foreign commerce, or any facility of a
national securities exchange, of the United States, Canada, Australia,
Republic of Ireland or Japan. Accordingly copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in or into the
United States, Canada, Australia, Republic of Ireland or Japan.
This summary should be read in conjunction with the full text of the following
announcement.
The contents of this announcement have been approved for the purposes of
section 57 of the Financial Services Act 1986 by KPMG Corporate Finance.
27 June 2001
Not for release, publication or distribution in or into the United States,
Canada, Australia, Republic of Ireland or Japan
Offer to be made by KPMG Corporate Finance
on behalf of
Barker Securities plc
for
Claims Direct plc
1. Introduction
The board of Barker Securities, a recently incorporated company formed for the
purpose of making the Offer, announces the terms of a cash offer of 10 pence
per Claims Direct Share, to be made by KPMG Corporate Finance, on behalf of
Barker Securities, to acquire all of the issued and to be issued share capital
of Claims Direct other than the 83,050,565 Claims Direct Shares (representing
approximately 42.8 per cent of the issued share capital of Claims Direct)
currently owned by the Barker Securities Directors.
2. The Offer
On behalf of Barker Securities, KPMG Corporate Finance will offer to acquire,
on the terms and subject to the conditions to be set out in the Offer Document
and in the Form of Acceptance, all of the Claims Direct Shares, other than
those currently owned by the Barker Securities Directors, on the following
basis:
for each Claims Direct Share (subject to the Offer) 10 pence in cash
The Offer will value the existing issued share capital of Claims Direct at
approximately #19.4 million, and the Claims Direct Shares subject to the Offer
at approximately #11.1 million. The Offer Price represents a discount of
approximately 20.0 per cent to the closing middle market price of 12.5 pence
on 26 June 2001 (being the last dealing date prior to the date of this
announcement) and a discount of approximately 31.0 per cent to the closing
middle market price of 14.5 pence per Claims Direct Share on 25 June 2001
(being the last dealing date prior to the date of the announcement that Tony
Sullman and Colin Poole had made an approach which might or might not lead to
an offer being made).
The Claims Direct Shares to be acquired by Barker Securities under the Offer
will be acquired fully paid and free from all liens, equities, charges,
encumbrances and other third party rights or interests and together with all
rights attaching thereto, including voting rights and the right to receive and
retain all dividends and other distributions (if any) declared, made or paid
hereafter.
The Offer will be conditional upon valid acceptances being received under the
Offer in respect of not less than 90 per cent of the Claims Direct Shares to
which the Offer relates and the satisfaction or waiver of the other conditions
set out in Appendix I to this announcement. The Offer will also be subject to
the further terms set out in the Offer Document and in the Form of Acceptance
which will accompany the Offer Document.
The Offer will extend to any Claims Direct Shares (other than those held by
the Barker Securities Directors) which are unconditionally allotted or issued,
including any Claims Direct Shares unconditionally allotted or issued on the
exercise of any options under the Claims Direct Share Option Schemes or on the
exercise of either of the Rew and Green Options or otherwise, prior to the
date on which the Offer closes (or such earlier date as Barker Securities may,
subject to the City Code, determine).
In the event that a more attractive competing offer or third party proposal is
announced, the directors of Barker Securities will consider whether to raise
the value of the Offer to match the value of such competing offer or third
party proposal, or to accept the same in relation to their beneficial
shareholdings.
3. Background to and reasons for the Offer
At the time of Claims Direct's flotation, in July 2000, the directors of
Claims Direct believed that a listing and trading facility on the London Stock
Exchange would give Claims Direct greater visibility and transparency which
would be important in attracting potential claimants and would assist in
recruiting and rewarding employees through share based incentive schemes. At
the time of flotation, Tony Sullman and Colin Poole were the executive
chairman and the chief executive of Claims Direct respectively.
In the short time since Claims Direct's flotation, consumer confidence has
been damaged by the negative publicity that Claims Direct received in the
autumn of 2000. Claims Direct has also faced increased levels of competition
and higher premium rates within the underwriting market as the personal injury
market has matured. All of this has contributed to a greatly reduced run rate
of accepted cases which together with litigation from Claims Direct's
franchisees and ex-gratia payments made to Claims Direct's clients has
resulted in a significant decline in the prospects of Claims Direct's
business. As a result, Claims Direct has failed to meet market expectations
and has issued three profit warnings since November 2000.
On 25 January 2001, Claims Direct issued a profit warning and also announced
that Tony Sullman was standing down as executive chairman and would become
non-executive chairman. On 6 June 2001 Colin Poole, then chief executive,
became non-executive deputy chairman. Messrs Sullman and Poole will not take
part in the Claims Direct board's consideration of the Offer.
On 26 June 2001 Claims Direct stated in its preliminary announcement of
results for the year ended 31 March 2001 that the number of cases accepted had
continued to decline since the year-end resulting in operating losses being
sustained in the new financial year and that it was not yet possible to
ascertain at what level the number of accepted cases would stabilise. The
preliminary results showed an underlying operating profit of #6.8 million
(2000: #11.7 million) for the year. However, in the second half of the year
the Claims Direct Group reported an underlying operating loss of #6.9 million.
For the full year, the Claims Direct Group reported a loss before tax of #20.2
million (2000: profit #10.1 million) and did not declare a final dividend.
In the preliminary announcement Claims Direct reported that a subsidiary
company, Claims Incorporated Plc, had received notification from approximately
10 franchisees of their intention to issue proceedings for breach of contract
and misrepresentation. Whilst full particulars of claims have yet to be
detailed to Claims Direct, the total claimed is approximately #5.7 million.
Claims Direct stated that: "These actions should the proceed will be
vigorously defended. The directors believe based on legal advice and in line
with the company's experience of concluding claims of this type, that they may
be concluded at amounts substantially below those claimed." It was also
reported that arbitration proceedings had commenced in respect of a further 25
franchisees and that the amounts claimed under these proceedings totalled #
16.6 million. In the preliminary announcement, the board of Claims Direct
stated that: "The legal advice given to the board is such that the board
believe these claims are substantially exaggerated. Accordingly the board do
not believe it is possible to reliably quantify the likely financial effect of
these actions, and are unable to make a realistic assessment as to the likely
impact on the group's future costs."
In the opinion of Tony Sullman and Colin Poole the prospects for the business
remain uncertain and Claims Direct's current business model is no longer
appropriate. In their view, a major repositioning of the business model is
required to return the Claims Direct Group to profitability and these changes
are best achieved by taking Claims Direct off the stock market. KPMG
Corporate Finance are making the Offer on behalf of Barker Securities to
Claims Direct Shareholders (other than the Barker Securities Directors) in
order to gain control of Claims Direct so that the directors of Barker
Securities can actively manage the changes that they believe are necessary.
The scale of these changes and the risks associated with them are such that
they believe that in the circumstances the Offer Price fairly reflects the
prospects for the business and the possibility that a profitable model may not
be achievable for the business going forward.
4. Information on Barker Securities and financing the Offer
Barker Securities, whose directors comprise two of the non-executive directors
of Claims Direct (namely Tony Sullman and Colin Poole), is a recently
incorporated company formed specifically for the purpose of making the Offer
which is to be funded by loans to Barker Securities from Tony Sullman and
Colin Poole. Barker Securities is owned by Tony Sullman and Colin Poole.
The Barker Securities Directors own 83,050,565 Claims Direct Shares,
representing approximately 42.8 per cent of the issued share capital of Claims
Direct.
Barker Securities is acting in concert with Tony Sullman, Colin Poole and
Cartmel Securities Limited for the purposes of the Offer pursuant to an
agreement dated 27 June 2001.
KPMG Corporate Finance is satisfied that sufficient financial resources are
available to Barker Securities to satisfy full acceptance of the Offer.
5. Information on Claims Direct
The Claims Direct Group provides a service to individuals who have suffered a
personal injury and who wish to recover damages from a third party. The
service offered covers the process of recovering damages, including making
people aware that they may have a claim, ensuring that the claim is properly
assessed and managing the progress of the claim once taken on. The Claims
Direct Group's principal service is structured so that each claimant is, in
normal circumstances, insured against the reasonable costs involved in
pursuing a claim if the claim is unsuccessful.
In July 2000, Claims Direct was listed on the London Stock Exchange raising
net proceeds of approximately #48.5 million through a placing and retail offer
of Claims Direct Shares at 180 pence per share.
6. Management and employees
The board of Barker Securities will ensure that the existing employment
rights, including pension rights, of all employees of Claims Direct will be
fully safeguarded.
7. Claims Direct Share Option Schemes and the Rew and Green
Options
The Offer will extend to any Claims Direct Shares (other than those held by
the Barker Securities Directors) issued or unconditionally allotted, including
any Claims Direct Shares issued or unconditionally allotted pursuant to the
exercise of outstanding options granted under the Claims Direct Share Option
Schemes and the Rew and Green Options, prior to the date on which the Offer
closes (or such earlier date as Barker Securities may, subject to the City
Code determine). To the extent that any such options are not or cannot be
exercised in full and provided the Offer becomes or is declared unconditional
in all respects, it is intended that appropriate proposals will be made to
option holders in due course.
8. Compulsory acquisition and de-listing
It is intended that, following the Offer becoming, or being declared,
unconditional in all respects and subject to any applicable requirements of
the UK Listing Authority, Barker Securities will procure that Claims Direct
will apply to the UK Listing Authority for the Claims Direct Shares to be
de-listed. It is anticipated that the cancellation of the listing of the
Claims Direct Shares on the Official List of the UK Listing Authority and
trading on the London Stock Exchange's market for listed securities will take
effect no earlier than 20 business days following the Offer becoming, or being
declared, unconditional in all respects. De-listing could significantly reduce
the liquidity and marketability of any Claims Direct Shares in respect of
which the Offer is not accepted.
If Barker Securities receives acceptances under the Offer in respect of or
otherwise acquires 90 per cent or more of the Claims Direct Shares to which
the Offer relates, Barker Securities intends to exercise its rights pursuant
to the provisions of sections 428 to 430F of the Act to acquire compulsorily
the balance of such Claims Direct Shares.
9. Posting of documents
The Offer Document and the Form of Acceptance, setting out full details of the
Offer, will be posted to Claims Direct Shareholders as soon as practicable.
10. Interests in Claims Direct Shares
The following Claims Direct Shares and options over Claims Direct Shares are
held by persons acting in concert with Barker Securities:
Name Number of Claims
Direct Shares
Colin Poole 11,200,000
Tony Sullman 56,728,758
Cartmel Securities Limited 15,121,807
Total 83,050,565
Cartmel Securities Limited is controlled by a discretionary trust constituted
under the laws of Guernsey. The trustees have the right in pursuance of their
discretionary powers to appoint any party a beneficiary. Colin Poole is a
potential beneficiary under the trust.
Colin Poole has options over 17,219 Claims Direct Shares pursuant to the terms
of the Claims Direct plc 2000 Savings Related Share Options Scheme. These
options are normally exercisable on or after 1 March 2006 at an exercise price
of 98 pence per Claims Direct Share.
Save as disclosed above, neither Barker Securities nor any person acting in
concert with Barker Securities owns or controls any Claims Direct Shares or
any options to purchase any Claims Direct Shares or has entered into any
derivatives referenced to securities of Claims Direct which remain
outstanding.
11. Bases and sources
(i) Unless otherwise stated, the financial information
concerning Claims Direct has been extracted from Claims Direct's 2001
preliminary results or other published sources.
(ii) The value of the existing issued share capital of Claims
Direct is based on 193,868,640 Claims Direct Shares in issue.
(iii) The value of the Claims Direct Shares subject to the
Offer is based on 110,818,075 Claims Direct Shares for which the Offer will be
made.
(iv) The closing middle market price of the Claims Direct Shares
is derived from the London Stock Exchange Daily Official List for the relevant
date.
12. Further information
The directors of Barker Securities accept responsibility for all the
information contained in this announcement save that the only responsibility
accepted by them in respect of information relating to the Claims Direct
Group (which has been compiled from public sources) has been to ensure that
such information has been correctly and fairly reproduced and presented. To
the best of the knowledge and belief of the directors of Barker Securities
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
This announcement does not constitute an offer or invitation to purchase any
securities.
The contents of this announcement have been approved for the purposes of
Section 57 of the Financial Services Act 1986 by KPMG Corporate Finance. KPMG
Corporate Finance is a division of KPMG which is authorised by the Institute
of Chartered Accountants in England and Wales to carry on investment business.
Enquiries:
Barker Securities plc Telephone: 020 7786 9600
Tony Sullman
Colin Poole
KPMG Corporate Finance Telephone: 0121 232 3000
(Financial adviser to Barker Securities)
Charles Cattaneo
Colin Graham
Binns & Co Telephone: 020 7786 9600
(PR adviser to Barker Securities)
Brian Coleman-Smith
Simon Ellis
KPMG Corporate Finance, a division of KPMG which is authorised by The
Institute of Chartered Accountants in England and Wales to carry on investment
business, is acting for Barker Securities and no one else in connection with
the Offer and will not be responsible to anyone other than Barker Securities
for providing the protections afforded to clients of KPMG Corporate Finance or
for giving advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails, or by any means or instruments of transportation or communication
(including, without limitation, facsimile transmission, electronic mail, telex
and telephone) of interstate or foreign commerce, or any facility of a
national securities exchange of the United States, Canada, Australia, Republic
of Ireland or Japan. Accordingly copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, Republic of Ireland or Japan.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will be subject to the following conditions:
A. Valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. on the first closing date of the Offer
(or, subject to the City Code, such later time(s) and/or dates(s) as Barker
Securities may decide) in respect of not less than 90 per cent (or such lesser
percentage as Barker Securities may decide) of the Claims Direct Shares to
which the Offer relates. However, this condition will not be satisfied unless
Barker Securities have acquired or agreed to acquire Claims Direct Shares
carrying, in aggregate, over 50 per cent of the voting rights then normally
exercisable at general meetings of Claims Direct including, for this purpose,
to the extent (if any) required by the City Code, the voting rights attaching
to any Claims Direct Shares which may be unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances and
Claims Direct Shares already held by the Barker Securities Directors. In this
condition:
(a) the expression "Claims Direct Shares to which the Offer relates"
shall be construed in accordance with Sections 428 to 430F of the Act; and
(b) Claims Direct Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry
when they are issued.
B. No relevant person having taken, instituted, implemented or
threatened any legal proceedings, or having required any action to be taken or
otherwise having done anything or having enacted, made or proposed any
statute, regulation, order or decision or taken any other step and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might:
(a) (i) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares in, or control or management of, the Wider
Claims Direct Group by Barker Securities illegal, void or unenforceable; or
(ii) otherwise directly or indirectly restrict, restrain, prohibit,
delay or interfere in the implementation of or impose additional conditions or
obligations with respect to or otherwise challenge or require amendment of the
Offer or the proposed acquisition of Claims Direct by Barker Securities or any
acquisition of shares in Claims Direct by Barker Securities; or
(iii) result directly or indirectly in a delay in the ability of Barker
Securities, or render Barker Securities unable, to acquire some or all of the
shares in Claims Direct; or
(b) impose any limitation on the ability of Barker Securities or Claims
Direct or any member of the Wider Claims Direct Group to acquire or hold or
exercise effectively, directly or indirectly, any rights of ownership of
shares or other securities or the equivalent in the Wider Claims Direct Group
or management control over any member of the Wider Claims Direct Group; or
(c) require, prevent or delay the disposal by Claims Direct or require
the disposal or alter the terms of any proposed disposal by any member of the
Wider Claims Direct Group of all or any part of their respective businesses,
assets or properties or impose any limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or
properties; or
(d) require Barker Securities or any member of the Wider Claims Direct
Group to offer to acquire any shares or other securities (or the equivalent)
in any member of the Wider Claims Direct Group owned by any third party other
than in the implementation of the Offer; or
(e) result in the Wider Claims Direct Group ceasing to be able to carry
on business under any name under which it presently does so; or
(f) otherwise adversely affect any or all of the businesses, assets,
prospects or profits of the Wider Claims Direct Group,
and all applicable waiting and other time periods during which any
such relevant person could institute, or implement or threaten any legal
proceedings, having expired, lapsed or been terminated.
C. In the period since the Accounting Date:
(a) no litigation or arbitration proceedings, prosecution, investigation
or other legal proceedings having been announced, instituted, threatened or
remaining outstanding by, against or in respect of, any member of the Wider
Claims Direct Group or to which any member of the Wider Claims Direct Group is
or may become a party (whether as claimant, defendant or otherwise); or
(b) no enquiry or investigation by, or complaint or reference to, any
relevant person against or in respect of any member of the Wider Claims Direct
Group having been threatened, announced, implemented or instituted or
remaining outstanding by, against or in respect of, any member of the Wider
Claims Direct Group; or
(c) no contingent or other liability having arisen or become apparent or
increased.
For the purposes of these conditions: (i) "the Accounting Date" means 31 March
2000 (the date of Claims Direct's latest audited annual report and accounts);
(ii) "legal proceedings" means actions, suits, proceedings, investigations,
references or enquiries; (iii) "significant interest" means a direct or
indirect interest in 20 per cent or more of the equity capital of an
undertaking; (iv) "third party" means any person, firm, company or body; (v) "
relevant person" means any government, government department or governmental,
quasi-governmental, supranational, statutory or regulatory body, court, trade
agency, association, institution or professional or environmental body in any
jurisdiction; and (vi) "Wider Claims Direct Group" means Claims Direct and its
subsidiary undertakings, associated undertakings and any other undertakings in
which Claims Direct and/or such undertakings (aggregating their interests)
have a significant interest.
The Offer will lapse unless all of the conditions relating to the Offer have
been fulfilled or satisfied or (if capable of waiver) waived by or, where
appropriate, at midnight on the twenty first day after the later of:
(i) the first closing date; or
(ii) the date on which the Offer is declared unconditional as to
acceptances
or such later date as Barker Securities may, with the consent of the Panel on
Takeovers and Mergers, decide. Barker Securities shall be under no obligation
to waive or treat as satisfied any condition by a date earlier than the latest
date specified above for its satisfaction even though the other conditions of
the Offer may, at such earlier date, have been waived or fulfilled and that
there are, at such earlier date, no circumstances indicating that any such
conditions may not be capable of fulfillment.
The conditions are inserted for the benefit of Barker Securities and no Claims
Direct Shareholder shall be entitled to waive any of the conditions without
the prior consent of Barker Securities.
If the Offer lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Barker Securities shall thereupon cease to be
bound by acceptances delivered on or before the date on which the Offer
lapses.
Claims Direct Shares will be acquired by Barker Securities fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party right of any nature whatsoever and
together with all rights now or subsequently attaching to them including the
right to receive in full all dividends and other distributions declared, paid
or made after the date of this announcement.
The Offer will comply with English law and the City Code.
APPENDIX II
DEFINITIONS
The following definitions apply throughout the announcement unless the context
requires otherwise:
"Act" the Companies Act 1985, as amended
"Barker Tony Sullman, Colin Poole and Cartmel Securities Limited
Securities
Directors"
"Barker Barker Securities plc
Securities"
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political subdivision thereof
"City Code" the City Code on Takeovers and Mergers
"Claims Claims Direct plc
Direct"
"Claims Claims Direct and its subsidiary undertakings
Direct Group"
"Claims the Claims Direct plc 2000 Savings Related Share Option Scheme and
Direct Share the Claims Direct plc 2000 Company Share Option Plan Part A and B
Option
Schemes"
"Claims holders of Claims Direct Shares
Direct
Shareholders"
"Claims the ordinary shares of 1 pence each in Claims Direct currently in
Direct issue and, where the context admits, any further such shares which
Shares" are unconditionally allotted or issued before the date on which
the Offer closes (or such earlier date as Barker Securities may,
subject to the City Code, determine, not being earlier than the
date on which the Offer becomes or is declared unconditional as to
acceptances or, if later, the first closing date of the Offer)
"Form of the form of acceptance and authority to be used in connection with
Acceptance" the Offer accompanying the Offer Document
"Japan" Japan, its cities and prefectures, territories and possessions
"London London Stock Exchange plc
Stock
Exchange"
"Offer" the offer to be made by KPMG Corporate Finance on behalf of Barker
Securities to acquire all the Claims Direct Shares not currently
owned by the Barker Securities Directors, on the terms and subject
to the conditions to be set out in the Offer Document and in the
Form of Acceptance and, where the content admits, any subsequent
revision, variation, extension or renewal thereof
"Offer the document to be addressed to Claims Direct Shareholders
Document" containing the Offer and which will be sent to Claims Direct
Shareholders as soon as practicable following the issue of this
announcement
"Offer Price" 10 pence per Claims Direct Share
"Rew and the options granted to Paul Rew and Kathryn Green pursuant to
Green agreements dated 5 July 2000 granting an option to each of Paul
Options" Rew and Kathryn Green over 55,556 ordinary shares of 1 pence in
the capital of Claims Direct at an exercise price of 1 pence per
share
"UK Listing the Financial Services Authority in its capacity as the competent
Authority" authority for the purpose of Part IV of the Financial Services Act
1986
"United the United Kingdom of Great Britain and Northern Ireland
Kingdom" or
"UK"
"United the United States of America, its territories and possessions, any
States" state of the United States and the District of Columbia and all
other areas subject to the jurisdiction of the United States of
America
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