FRE Freeplay

RNS No 8322q
FREEPAGES GROUP PLC
29th January 1999


                    FREEPAGES GROUP PLC
              ("Freepages" or "the Company")
                             
   Proposed Disposal of 25 per cent of Scoot (NL)
Proposed adoption of The Freepages 1999 Share Option Plans
   Proposed  change  of  name  of  the  Company to
                     Scoot.com plc
                             
Extracts from Chairmans Letter to Shareholders

Introduction

The Company announces that further to the announcement made
on 9 December 1998, Freepages BV, a wholly owned subsidiary
of the Company, has entered into a conditional agreement to
sell half of its 50 per cent interest in Scoot (NL) to  its
joint  venture  partner VNU QB, a subsidiary  of  Verenigde
Nederlandse  Uitgeversbedrijven NV, a Dutch publishing  and
information  company.  Scoot (NL) is  a  Dutch  partnership
which  is already 50 per cent owned by VNU QB.  The maximum
consideration payable to Freepages BV by VNU QB will be NLG
24 million (approximately #7.8 million).

Freepages  BV  will receive an initial payment  of  NLG  10
million  (approximately #3.2 million) followed by  deferred
payments  of  up  to  NLG  14 million  (approximately  #4.6
million)  payable  over  the next three  years  subject  to
certain  performance criteria as set out  in  the  Disposal
agreement paragraph below.

As Mediaxis, a company indirectly wholly owned by VNU NV is
a  major  shareholder in Freepages, in accordance with  the
Listing Rules, the Disposal is now only conditional on  the
approval of the independent shareholders.

Trading record of Scoot (NL)

To  date  Scoot (NL) has completed its set up  and  initial
national launch phases and is now entering into a phase  of
controlled  growth. Accordingly, to date,  Scoot  (NL)  has
been  loss making. In the financial year ended 30 September
1997  (being the latest published accounts of Scoot  (NL)),
Scoot (NL)'s losses before tax were #889,000 and it had net
liabilities of #256,000.

Use of Proceeds

The  Board intends to use the net proceeds of the  disposal
for  additional working capital for the on-going operations
of the business.

Details of the Disposal

Disposal agreement

Freepages BV will sell a 25% interest in Scoot (NL) to  VNU
QB  pursuant  to  the  sale  and purchase  agreement  ("the
Disposal Agreement"). The consideration for the disposal is
the payment by VNU QB to Freepages BV of an initial payment
of  NLG  10,000,000 followed, subject to the fulfilment  of
certain revenue and cash flow performance criteria, by  the
following deferred payments:

Calender year ending               Deferred payment (NLG)

1999                                            1,000,000

Financial year ending

2000                                            3,000,000
2001                                           10,000,000


Licensing agreements

As part of the arrangements described above the Company and
Scoot  (UK),  a wholly owned subsidiary of Freepages,  have
agreed  with  Scoot (NL) revisions to the  terms  on  which
members  of the Freepages Group license to Scoot  (NL)  the
Scoot trade marks and the right to use the Group's software
and  complementary  services. The principal  terms  of  the
revised licences are that they continue in perpetuity (save
in  the  event  of breach) and the licence fee  payable  by
Scoot  (NL) to Scoot (UK) varies between 3 per cent  and  6
per cent of Scoot (NL)s net accounting revenue.  Also,  in
addition to the software services already provided by Scoot
(UK) to Scoot (NL), all new product and service development
will  be made available to Scoot (NL), exclusively  in  the
Netherlands.

Proposed  1999  Share Option Plans and release  of  Options
under the 1997 Share Option Plans.

At  the  time  of  the  Nasdaq listing  and  global  equity
offering  the Company's shareholders approved the  adoption
of  the 1997 Share Option Plans.  The options granted under
the  1997 Share Option Plans were granted to encourage  the
participants  to remain with Freepages and, to  the  extent
the  number of options exceeded standard individual limits,
represented  a  benefit to participants in lieu  of  higher
basic salaries and bonuses that these key individuals could
demand.  The  Remuneration Committee  believes  that  these
options are no longer providing a sufficient incentive  for
the  participants. Accordingly, the Remuneration  Committee
has  recommended to the board of Directors that new schemes
be  introduced. The Directors believe that failure to adopt
the new schemes would put the Company at risk of losing key
personnel.

Therefore   the   Directors  are  proposing   an   ordinary
resolution  to shareholders to adopt the 1999 Share  Option
Plans  (which  comprise an Inland Revenue  approved  scheme
together with an unapproved scheme).

In  order to enable the allotment of options under the  new
schemes  and remain under the limit of 10 per cent  of  the
issued  and  fully paid up Ordinary Share  capital  of  the
Company  (excluding Ordinary Shares subject to  outstanding
options  granted  prior  to  the  acquisition  of  Timeload
Limited  by  the Company on 27 February 1996), participants
will  be  invited to release their existing options granted
under the 1997 Share Option Plans over up to in aggregate a
total  of  26,779,053 Ordinary Shares with exercise  prices
ranging  from  32p  to  96p. Those  options  that  are  not
released  will be included in the calculation of individual
and  overall  scheme  limits under the  1999  Share  Option
Plans.  Participants  will also be encouraged  to  take  an
active  interest in the Company by the purchase of Ordinary
Shares in the Company.

If  shareholders approve these changes, options over up  to
36,000,000 Ordinary Shares will be released by participants
of the 1997 Share Option Plans and up to 38,000,000 options
will be granted to participants under the 1999 Share Option
Plans immediately following the EGM which would allow  them
to acquire Ordinary Shares exercised at a price effectively
equal  to  the  lower of 25p being a 16  per  cent  premium
compared  to  21.5p  being  the average  mid  market  price
between  4  January  1999 and 28 January  1999  (being  the
latest practicable date before the  publication  of the 
circular) and the average  closing  mid market  price  of 
the Company's Ordinary Shares  between  4 January  1999 
and 22 February 1999 (being the last business day before 
the EGM). Any options issued thereafter will  be
at  the prevailing mid market price and will normally  only
be  granted  in  the 42 day period following the  Company's
interim or annual results.

Proposed change of name of the Company to Scoot.com plc

In  order to identify the name of the Company more  closely
with  its  trading  operations and  to  reflect  the  rapid
increase  of  the  Company's  internet  and  mobile  usage,
together  with  Digital TV and other interactive  services,
the  Board  considers that it is appropriate to change  the
name of the Company to Scoot.com plc.

Extraordinary General Meeting

The  Disposal is conditional on the approval of independent
shareholders.  An  Extraordinary  General  Meeting  of  the
Company, is to be held at 10.00 am on 22 February 1999,  at
which ordinary resolutions to approve the Disposal and  the
adoption  of  the  1999 Share Option Plans  and  a  special
resolution  to  change  the name of  the  Company  will  be
proposed.

Further  details of the Disposal agreement,  the  Licensing
agreements and the 1999 Share Option Plans are included  in
the  circular to shareholders copies of which are available
from  the offices of Freepages at 14 Lancer Square,  London
W8 4XA.

For further information please contact:

Robert Bonnier
Freepages Group plc                  0171 368 3910

Richard Darby
Richard Oldworth
Buchanan Communications               0171 466 5000


END


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