8th Feb 2008 07:00
Fonebak plc08 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 anExtraordinary General Meeting ("EGM") for 3pm on Tuesday 4th March 2008 at KBCPeel Hunt, 111 Old Broad Street, London EC2N 1PH. The purpose of the meeting is to seek shareholder approval for the proposed namechange and make an amendment to the Company's Articles of Association to takeaccount of changes in company law brought about by the Companies Act 2006. Acircular containing a letter from the Chairman explaining these proposals andthe Notice of Meeting is being sent to shareholders today. A copy of this letteris set out below. The Company's Stock Exchange Ticker will, following shareholder approval of thename change, be changed to 'RGS'. Enquiries: Fonebak plc 01865 487235Gary Stokes, Chief ExecutiveDavid 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 plcGary Stokes, Chief Executive Officer 4 Elm PlaceDavid Kelham, Chief Financial Officer Old Witney RoadDavid Holland, Non-executive Director EynshamGordon 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 KBCPeel Hunt, 111 Old Broad Street, London, EC2N 1PH at 3.00 pm on 4 March 2008which 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 breadthof products and services provided by the new Group has expanded considerably.The Group now supports leading brands in markets as diverse as personalcomputing, e-transactions, cash dispensing, satellite navigation and multimediasystems. In addition the Group has consolidated its position in the mobile communicationsmarket working with the major network operators, manufacturers and distributors.We work with these clients and technologies internationally and to demandingtimelines and service level agreements. The Group now provides full end-to-end services spanning technical repair andwarranty support programmes through to end of life 'take back' and recyclingschemes. Our strong environmental credentials have been reinforced and today weare a leading provider of 'Green' services to the technology market. With the WEEE directive being brought into UK legislation in 2007 we are verywell positioned. The directive requires producers and distributors to pay for the safe treatmentand disposal of their products at end of their life. This drive to eliminatewaste and adverse environmental impact is served by a hierarchy of value basedon the need to 'reduce, re-use and recycle' The Group completes millions of repairs a year to failed equipment and therebyreturns this product to use. This service, often in support of manufacturers'warranty programmes, effectively extends product life expectancy and reduces thewaste generated from disposal and increased consumption through the productionof replacement equipment. The reduction of consumption represents the highestlevel in the environment value chain. The Group also supports clients with take back schemes for equipment that hascompleted its primary period of ownership. The most typical example is of amobile phone that becomes redundant when replaced by a newer model, usually oncontract renewal, upgrade of technology or a change in fashion. In the UK mobilephones remain heavily subsidised by the network operators and therefore thefrequency of replacement, with associated cost, is considerable. In the UK aloneit is estimated nearly 20 million phones a year are replaced and the stockpileof retired phones exceeds 100 million handsets. The Group has pioneered the take back of redundant equipment and has matchedthis supply of equipment, most of which is in good working condition, to thedemands of secondary markets around the world. In doing so the Group ensuresenvironmental compliance for its clients while sharing with them the returnsfrom the successful remarketing of the equipment. The Group complies with allrelevant legislation for the collection, treating and exporting of theseproducts and has set the standard for this developing market. With more than 10million of the products returned to us given a second life, the re-use ofredundant equipment fulfils the second objective of the WEEE directive. It is inevitable that a proportion of the equipment we collect through our10,000 service points is beyond service or economic repair. The Group has alwayssupported a zero landfill policy and as such partners a network of accreditedenvironmental specialists to recover all the materials from such equipment. TheGroup provides evidence notes for all products whether re-used or recycled andhas established a Producer Compliance Scheme as a route to environmentalexcellence. These initiatives enable our clients to gain comfort that they arecompliant with their corporate and social responsibilities and ensure we are allacting ethically in our attitude to the environment. This somewhat lengthy explanation of our product offering allied to a morediverse and high profile client base is in part to demonstrate how far the Grouphas progressed from the much simpler business that came to market in 2005. Atthe time CRC was acquired a year ago it was envisaged that the new Group wouldbe renamed to reflect these broader ambitions. With restructuring playing such a dominant part in 2007 a decision was taken todelay the renaming and relaunch of the Group. In recent months, however withperformance improving and the restructuring progressing well the focus has beenincreasingly shifting to the future development of the Group. At the time the2007 results were announced last September and again with the Trading Statementreleased at the AGM in December the Board has made a commitment to rebrandingthe Group. The primary purpose of this letter to shareholders therefore is to confirm thatthe Board believes that now is an appropriate time to relaunch our business. Itis therefore proposed that the Company will change its name to Regenersis plcpursuant to Resolution 1 (as set out in the Notice of EGM). The Company's registered number and address will remain the same and this changewill have no effect on existing contracts and agreements or cause any disruptionto service levels. The Fonebak brand will continue to be used for marketing purposes but only inthe mobile 'end-of-life' sales channel. The Fonebak brand, whilst established insome key markets is considered too restrictive for the Group as a whole, giventhe scale and scope of the business outlined above. The timing also reflects acommitment to a more integrated approach combining the two halves of thebusiness and also signifies a substantive move forward from the more inwardfacing 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 canprotect under intellectual property laws. We can also more easily use the formatto emphasise our commitment to the 'reduce, reuse, recycle' strategy of theGroup. Amendment to the Articles of Association It is proposed to amend the articles of association of the Company in order toupdate the Company's current articles of association to take account of aparticular change in English company law brought about by the Companies Act2006. The Companies Act 2006 sets out directors' general duties, which largely codifythe existing law, but with some changes. Under the Companies Act 2006, from 1October 2008 a director must avoid a situation where he has, or can have, adirect or indirect interest that conflicts, or possibly may conflict with theCompany'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 anotherorganisation. The Companies Act 2006 allows directors of public companies toauthorise conflicts and potential conflicts, where appropriate, where thearticles of association contain a provision to this effect. The Companies Act2006 also allows the articles of association to contain other provisions fordealing with directors' conflicts of interest to avoid a breach of duty.Resolution 2 (as set out in the Notice of EGM) amends the articles ofassociation with effect from 1 October 2008 to give the directors authority toapprove such situations and to include other provisions to allow conflicts ofinterest to be dealt with in a similar way to the current position. There are safeguards, which will apply when directors decide whether toauthorise a conflict or potential conflict. Firstly, only directors who have nointerest in the matter being considered will be able to take the relevantdecision, and secondly, in taking the decision the directors must act in a waythey consider, in good faith, will be most likely to promote the Company'ssuccess. The directors will be able to impose limits or conditions when givingauthorisation if they think this is appropriate. The proposed amendment to the articles of association (as set out at Resolution2) also contains provisions restricting the use of the Company's confidentialinformation by a director if a conflict of interest or potential conflict ofinterest arises. These provisions will only apply where the position giving riseto the potential conflict has previously been authorised by the directors. It isthe Board's intention to report annually on the Company's procedures forensuring that the Board's powers to authorise conflicts are operatedeffectively. Due to the phased implementation of the Companies Act 2006, it is likely thatfurther related changes to the articles of association will be proposed at afuture Annual General Meeting to incorporate provisions currently scheduled tocome into force at a later time. The directors consider that all the resolutions to be put to the meeting are inthe best interests of the Company and its shareholders as a whole. Your boardwill be voting in favour of them and unanimously recommends that you do so aswell. Yours sincerely Jeff Hewitt Non-executive Chairman This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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