Change of Name

RNS Number:4926N
Fonebak plc
08 February 2008


                                  Fonebak plc


                   PROPOSED NAME CHANGE TO REGENERSIS PLC AND

                      AMENDMENT TO ARTICLES OF ASSOCIATION


Fonebak plc ("the Company") announces a proposed name change to Regenersis plc.
The Company is sending a Notice of Meeting to shareholders to convene an
Extraordinary General Meeting ("EGM") for 3pm on Tuesday 4th March 2008 at KBC
Peel Hunt, 111 Old Broad Street, London EC2N 1PH.


The purpose of the meeting is to seek shareholder approval for the proposed name
change and make an amendment to the Company's Articles of Association to take
account of changes in company law brought about by the Companies Act 2006. A
circular containing a letter from the Chairman explaining these proposals and
the Notice of Meeting is being sent to shareholders today. A copy of this letter
is set out below.


The Company's Stock Exchange Ticker will, following shareholder approval of the
name change, be changed to 'RGS'.


Enquiries:

Fonebak plc                            01865 487235
Gary Stokes, Chief Executive
David Kelham, Chief Financial Officer


Copy of Chairman's letter sent to Fonebak Shareholders on 8 February 2008:

Directors:                                          Registered Office:
Jeffrey Hewitt, Non-executive Chairman              Fonebak plc
Gary Stokes, Chief Executive Officer                4 Elm Place
David Kelham, Chief Financial Officer               Old Witney Road
David Holland, Non-executive Director               Eynsham
Gordon Shields, Non-executive Director              Witney
                                                    Oxfordshire OX29 4BD


8 February 2008


Dear Shareholder(s)


Extraordinary General Meeting ("EGM")


I enclose the Notice for an EGM of Fonebak plc (the "Company") to be held at KBC
Peel Hunt, 111 Old Broad Street, London, EC2N 1PH at 3.00 pm on 4 March 2008
which is set out on pages 7 and 8 of this document.


Change of Name


Following the acquisition of CRC Group PLC ("CRC") in January 2007 the breadth
of products and services provided by the new Group has expanded considerably.
The Group now supports leading brands in markets as diverse as personal
computing, e-transactions, cash dispensing, satellite navigation and multimedia
systems.


In addition the Group has consolidated its position in the mobile communications
market working with the major network operators, manufacturers and distributors.
We work with these clients and technologies internationally and to demanding
timelines and service level agreements.


The Group now provides full end-to-end services spanning technical repair and
warranty support programmes through to end of life 'take back' and recycling
schemes. Our strong environmental credentials have been reinforced and today we
are a leading provider of 'Green' services to the technology market.


With the WEEE directive being brought into UK legislation in 2007 we are very
well positioned.


The directive requires producers and distributors to pay for the safe treatment
and disposal of their products at end of their life. This drive to eliminate
waste and adverse environmental impact is served by a hierarchy of value based
on the need to 'reduce, re-use and recycle'


The Group completes millions of repairs a year to failed equipment and thereby
returns this product to use. This service, often in support of manufacturers'
warranty programmes, effectively extends product life expectancy and reduces the
waste generated from disposal and increased consumption through the production
of replacement equipment. The reduction of consumption represents the highest
level in the environment value chain.


The Group also supports clients with take back schemes for equipment that has
completed its primary period of ownership. The most typical example is of a
mobile phone that becomes redundant when replaced by a newer model, usually on
contract renewal, upgrade of technology or a change in fashion. In the UK mobile
phones remain heavily subsidised by the network operators and therefore the
frequency of replacement, with associated cost, is considerable. In the UK alone
it is estimated nearly 20 million phones a year are replaced and the stockpile
of retired phones exceeds 100 million handsets.


The Group has pioneered the take back of redundant equipment and has matched
this supply of equipment, most of which is in good working condition, to the
demands of secondary markets around the world. In doing so the Group ensures
environmental compliance for its clients while sharing with them the returns
from the successful remarketing of the equipment. The Group complies with all
relevant legislation for the collection, treating and exporting of these
products and has set the standard for this developing market. With more than 10
million of the products returned to us given a second life, the re-use of
redundant equipment fulfils the second objective of the WEEE directive.


It is inevitable that a proportion of the equipment we collect through our
10,000 service points is beyond service or economic repair. The Group has always
supported a zero landfill policy and as such partners a network of accredited
environmental specialists to recover all the materials from such equipment. The
Group provides evidence notes for all products whether re-used or recycled and
has established a Producer Compliance Scheme as a route to environmental
excellence. These initiatives enable our clients to gain comfort that they are
compliant with their corporate and social responsibilities and ensure we are all
acting ethically in our attitude to the environment.


This somewhat lengthy explanation of our product offering allied to a more
diverse and high profile client base is in part to demonstrate how far the Group
has progressed from the much simpler business that came to market in 2005. At
the time CRC was acquired a year ago it was envisaged that the new Group would
be renamed to reflect these broader ambitions.


With restructuring playing such a dominant part in 2007 a decision was taken to
delay the renaming and relaunch of the Group. In recent months, however with
performance improving and the restructuring progressing well the focus has been
increasingly shifting to the future development of the Group. At the time the
2007 results were announced last September and again with the Trading Statement
released at the AGM in December the Board has made a commitment to rebranding
the Group.


The primary purpose of this letter to shareholders therefore is to confirm that
the Board believes that now is an appropriate time to relaunch our business. It
is therefore proposed that the Company will change its name to Regenersis plc
pursuant to Resolution 1 (as set out in the Notice of EGM).


The Company's registered number and address will remain the same and this change
will have no effect on existing contracts and agreements or cause any disruption
to service levels.


The Fonebak brand will continue to be used for marketing purposes but only in
the mobile 'end-of-life' sales channel. The Fonebak brand, whilst established in
some key markets is considered too restrictive for the Group as a whole, given
the scale and scope of the business outlined above. The timing also reflects a
commitment to a more integrated approach combining the two halves of the
business and also signifies a substantive move forward from the more inward
facing challenges of recent times.


The Regenersis name has therefore been chosen to reflect the 'regeneration' or
'rebirth' of the business whilst creating a distinctive identity that we can
protect under intellectual property laws. We can also more easily use the format
to emphasise our commitment to the 'reduce, reuse, recycle' strategy of the
Group.


Amendment to the Articles of Association

It is proposed to amend the articles of association of the Company in order to
update the Company's current articles of association to take account of a
particular change in English company law brought about by the Companies Act
2006.


The Companies Act 2006 sets out directors' general duties, which largely codify
the existing law, but with some changes. Under the Companies Act 2006, from 1
October 2008 a director must avoid a situation where he has, or can have, a
direct or indirect interest that conflicts, or possibly may conflict with the
Company's interests. The requirement is very broad and could apply, for example,
if a director becomes a director of another company or a trustee of another
organisation. The Companies Act 2006 allows directors of public companies to
authorise conflicts and potential conflicts, where appropriate, where the
articles of association contain a provision to this effect. The Companies Act
2006 also allows the articles of association to contain other provisions for
dealing with directors' conflicts of interest to avoid a breach of duty.
Resolution 2 (as set out in the Notice of EGM) amends the articles of
association with effect from 1 October 2008 to give the directors authority to
approve such situations and to include other provisions to allow conflicts of
interest to be dealt with in a similar way to the current position.


There are safeguards, which will apply when directors decide whether to
authorise a conflict or potential conflict. Firstly, only directors who have no
interest in the matter being considered will be able to take the relevant
decision, and secondly, in taking the decision the directors must act in a way
they consider, in good faith, will be most likely to promote the Company's
success. The directors will be able to impose limits or conditions when giving
authorisation if they think this is appropriate.


The proposed amendment to the articles of association (as set out at Resolution
2) also contains provisions restricting the use of the Company's confidential
information by a director if a conflict of interest or potential conflict of
interest arises. These provisions will only apply where the position giving rise
to the potential conflict has previously been authorised by the directors. It is
the Board's intention to report annually on the Company's procedures for
ensuring that the Board's powers to authorise conflicts are operated
effectively.


Due to the phased implementation of the Companies Act 2006, it is likely that
further related changes to the articles of association will be proposed at a
future Annual General Meeting to incorporate provisions currently scheduled to
come into force at a later time.


The directors consider that all the resolutions to be put to the meeting are in
the best interests of the Company and its shareholders as a whole. Your board
will be voting in favour of them and unanimously recommends that you do so as
well.


Yours sincerely

Jeff Hewitt

Non-executive Chairman



                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
CANKDLBBVLBZBBF