Director/PDMR Shareholding

RNS Number:9979Y
Fonebak plc
26 June 2007


                                  Fonebak plc
                          ("Fonebak" or the "Company")


                               New Executive Plan

Fonebak is pleased to announce the establishment of a new share incentive plan
for its senior executives (the "Executive Plan").

Under the terms of the Executive Plan, the Company will issue new ordinary
shares ("Plan Shares") to the Fonebak employee benefit trust ("Fonebak EBT")
which will sell an interest in the growth in value of the Plan Shares to certain
Fonebak senior executives. Fonebak EBT will be funded by a loan from the
Company. During the period of the Executive Plan, the Fonebak EBT will have the
right to clawback the Plan Shares if, among other things, the relevant senior
executive leaves the Company other than as a good leaver or if the performance
criteria set out below are not fulfilled.

The performance criteria under the Executive Plan are that, immediately
following the announcement of the Company's results for the period ending 30
June 2010:

  * real annual growth in earnings per share for the Company, measured over
    a three year period from 1 July 2007 until 30 June 2010 is equal to or in
    excess of 5 per cent.; and

  * the market value of an ordinary share in the Company (as derived from
    AIM) is no less than twice the market value of a share at the close of
    business on 25 June 2007 (being 55.5 pence per share)
                                    
In economic terms, the senior executives will be in a similar position to a
holder of options at 55.5 pence per share.


Under the terms of the Executive Plan:

(i) an interest in 750,000 Plan Shares will held by Gary Stokes on 29 June 2007
at a price of 55.5 pence per share, (750,000 shares representing approximately
2.67 per cent. of the entire enlarged issued share capital of the Company); and

(ii) an interest in 500,000 Plan Shares will be held by David Kelham on 29 June
2007 at a price of 55.5 pence per share, (500,000 representing approximately
1.78 per cent. of the entire enlarged issued share capital of the Company).

Pursuant to the Executive Plan, 2,150,000 ordinary shares will be issued
representing 8.28 per cent. of the existing share capital and 7.65 per cent. of
the issued share capital as enlarged by this issue of ordinary shares.
Application will be made for the 2,150,000 ordinary shares of 2 pence each to be
admitted to trading on AIM, such admission expected on 29 June 2007.



Enquiries:

Fonebak plc
Gary Stokes, Chief Executive                                    [phone]

KBC Peel Hunt Ltd (Nominated Adviser)                          [phone]
Jonathan Marren
Oliver Stratton

Pelham Public Relations                                        [phone]
James Henderson
Philip Dennis




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

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