Holding(s) in Company
Spirent Communications PLC
04 December 2007
TR-1: Notification of Major Interests in Shares
Spirent Communications plc
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attached:
2. Reason for notification (yes/no)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments which may result in the
acquisition of shares already issued to which voting rights are attached
An event changing the breakdown of voting rights
Other (please specify): Decrease in the number of total voting rights in X
Spirent Communications plc resulting from the on-going share
buy-back programme
3. Full name of person(s) subject to notification obligation:
(i) Hayden Investors Partners II, LLC;
(ii) Sherborne Investors LP;
(iii) Sherborne Investors GP, LLC;
(iv) Craig L. McKibben;
(v) Gerard L Eastman, Jr; and
(vi) Edward Bramson.
4. Full name of shareholder(s) (if different from 3):
Noted below
Person named in 3 above Shareholder No of shares
(i) Hanover Nominees Limited 40,844,268 ordinary shares
(ii) - (v) Hanover Nominees Limited 130,250,000 ordinary shares
(aggregate)
(vi) (a) Hanover Nominees Limited 130,250,000 ordinary shares
(aggregate)
(b) Merrill Lynch, Pierce, Fenner 20,000 ordinary shares
& Smith, Inc
5. Date of transaction (and date on which the threshold is
crossed or reached if different):
December 3, 2007 (being the date of the most recent
TVR announcement)
6. Date on which issuer notified:
December 3, 2007
7. Threshold(s) that is/are crossed or reached:
(i) Hayden Investors Partners II, LLC - 5%;
(ii) Sherborne Investors LP - 16% (aggregate);
(iii) Sherborne Investors GP, LLC - 16% (aggregate);
(iv) Craig L. McKibben - 16% (aggregate);
(v) Gerard L Eastman, Jr - 16% (aggregate); and
(vi) Edward Bramson - 16% (aggregate).
Please note, for the purposes of this TR-1
notification the only entities who have triggered
a new notification obligation under the Disclosure
and Transparency Rules are those entities noted in
3 above. None of Hayden Investors Partners, LLC;
Sherborne Strategic Fund A, LLC or Sherborne
Strategic Fund B, LLC have reached, exceeded or
fallen below a relevant threshold as a result of
Spirent Communications plc's recent buy-back
programme.
8. Notified Details
A: Voting rights attached to shares
Class/type of Situation previous to the Resulting situation after the triggering transaction
shares triggering transaction
Number of Number of Number of Number of voting rights Percentage of voting
If possible use shares voting rights shares rights
ISIN code
Direct Direct Indirect Direct Indirect
Ordinary shares 130,250,000 130,250,000 130,250,000 N/A 130,250,000 N/A 16.07%
ISIN: GB0004726096
Ordinary shares 20,000 20,000 20,000 20,000 N/A 0.002% N/A
ISIN: GB0004726096
B: Financial Instruments
Resulting situation after the triggering transaction
Type of financial Expiration date Exercise/ No. of voting rights that Percentage of
instrument conversion period/ may be acquired (if the voting rights
date instrument is exercised/
converted)
N/A N/A N/A N/A N/A
Total (A+B)
Number of voting rights Percentage of voting rights
130,270,000 (aggregate) 16.08%
9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively
held, if applicable:
Edward Bramson is the managing member and Craig L. McKibben and Gerard L. Eastman, Jr. are members of Sherborne
Investors GP, LLC. Sherborne Investors GP, LLC is the general partner of Sherborne Investors LP, which is the managing
member of each of the following funds (all of which hold ordinary shares in the issuer through Hanover Nominees
Limited):
(i) Hayden Investors Partners, LLC (45,685,845 ordinary shares - approximately
5.64% -no new individual notification required, see response to 7 above);
(ii) Hayden Investors Partners II, LLC (40,844,268 ordinary shares -
approximately 5.04% - such figure being a subject of this notification of
major interests in shares);
(iii)Sherborne Strategic Fund A, LLC (29,644,000 ordinary shares - approximately
3.66% - no new individual notification required, see response to 7 above);
and
(iv) Sherborne Strategic Fund B, LLC (14,075,887 ordinary shares - approximately
1.74% - no individual notification required, see response to 7 above).
Edward Bramson holds 20,000 further shares through Merrill Lynch, Pierce,
Fenner & Smith, Inc.
Proxy Voting:
10. Name of proxy holder: N/A
11. Number of voting rights proxy holder will cease N/A
to hold:
12. Date on which proxy holder will cease to hold N/A
voting rights:
13. Additional information: N/A
14 Contact name: Craig L. McKibben
15. Contact telephone name: +1 (212) 735 1000
Additional information
Contact at Issuer: Michael Anscombe, Company Secretary,
Spirent Communications plc
Telephone: 01293 767672
This information is provided by RNS
The company news service from the London Stock Exchange