Deal of the week – claims direct Ashursts scoops Ware-Lane Claims Direct job

Ashurst Morris Crisp has done its first big deal for private investor Simon Ware-Lane, advising on his complex acquisition of shares in Claims Direct.
Ware-Lane instructed the firm after coming across it during the initial public offering of Fitness First, in which he is an investor. On this deal Ashursts advised the issuer.
For his most recent deal, Ware-Lane went to corporate partner Robert Ogilvy Watson for advice, although Ogilvy Watson says it is Ware-Lane who should take the credit for the complex structuring of the deal.
Ware-Lane has set up a company named SWL Holdings to acquire 49 million shares in Claims Direct from Barker Securities, the majority shareholder.
Ware-Lane is buying out founder Tony Sullman and former chief executive Colin Poole, who had already launched a 10p-per-share bid to take the company private.
For a nominal sum, Ware-Lane has obtained the option to buy the shares from the pair for 16p each, to take his stake up to 29.8 per cent, just below the crucial 30 per cent threshold that would trigger a full buyout under the Takeover Code.
He will only pay the 16p when Claims Direct's shares reach or exceed that level, and if he does not buy the stake within 18 months Poole and Sullman will be entitled to take the shares back for a nominal amount.
The deal was concluded just as the 10p-per-share offer by Barker Securities, advised by Eversheds Birmingham partners Peter McHugh and David Stevenson, was about to close.
As a result, the Takeover Panel required Barker Securities to extend its offer until the expiry of five business days after the date of an announcement of the transaction with SWL. It also allowed shareholders who had accepted the Barker Securities offer to revoke their acceptances.
Ogilvy Watson said: “[Ware-Lane] was looking at a number of structures to pull Claims Direct around because he believes there's a good business there, albeit that it may need to be restructured slightly. Claims Direct is a well-recognised name, and he's got an investment in another business called Claimline, which has a slightly different strategy.”
Claimline will be merged into Claims Direct.
“The message was that anything that was structured would have to involve Sullman and Poole ceasing to be directors, but he didn't want to make a full bid for the company,” said Ogilvy Watson. “The challenge was to find a way of getting a foothold and at the same time getting them to resign from the board. We talked through a number of structures – I advised him on what he could and couldn't do under the Takeover Code.”
Ashursts worked on the deal for three weeks, with Ogilvy Watson working alongside corporate lawyer Eavan Saunders and tax legal manager John Cruise.