Tender Offer

RNS Number : 7009G

Spirent Communications PLC

27 October 2008

 



SPIRENT COMMUNICATIONS PLC

TENDER OFFER TO RETURN UP TO £25 MILLION TO SHAREHOLDERS

London, UK - 27 October 2008: Spirent Communications plc ("Spirent" or the "Company") (LSE:SPT) today announces the price range and expected timetable for its proposed return of up to £25 million of capital to Shareholders by way of a tender offer, as announced on 13 October 2008.  

Spirent proposes a new tender offer for the purchase of up to £25 million of Ordinary Shares in the Company (the "Tender Offer") on substantially the same terms as its previous tender offer to purchase up to £50 million of its Ordinary Shares, which was withdrawn on 13 October 2008. The price range for the Tender Offer is to be a minimum price of 36 pence to a maximum price of 60 pence, in two pence increments. Assuming the Tender Offer is fully subscribed, it will result in the purchase and subsequent cancellation of between approximately 69.4 million Spirent Ordinary Shares (if the strike price is the minimum price in the price range) and approximately 41.7 million Spirent Ordinary Shares (if the strike price is the maximum price in the price range) which would lead to 9.5 per cent. and 5.7 per cent. fewer Spirent Ordinary Shares in issue, respectively.

The expected timetable is set out below: 

Action	Date (2008)
Posting Date of the Shareholder Circular	Monday 27 October
Tender Offer opens	Monday 27 October
Extraordinary General Meeting	Tuesday 25 November
Latest time and date for receipt of Tender Forms	Tuesday 25 November
Record Date for Tender Offer	Tuesday 25 November
Announcement of results of the Tender Offer	Thursday 27 November
Despatch of cheques for Tender Offer proceeds in respect of sold certificated Ordinary Shares	by Tuesday 2 December

 

 

On 13 October 2008, the Company also confirmed its intention to make on-market purchases of Spirent Ordinary Shares up to a maximum of £25 million from time to time in accordance with the existing authority granted to the Company by the Shareholders at the 2008 Annual General Meeting. The Company undertook not to purchase its Ordinary Shares during the period when the Tender Offer is open for acceptance. Since 13 October 2008, the Company has purchased 18.1 million of its Ordinary Shares at an average price of 44.68 pence each. The Company will therefore seek to return a further £16.9 million to Shareholders via on-market purchases after completion of the Tender Offer.  

This announcement does not constitute an offer to purchase any securities or the right to vote in any jurisdiction. The full terms and conditions of the Tender Offer will be set out in the circular to be sent to Shareholders today (the "Circular"). Shareholders are advised to read carefully the Circular and the accompanying documentation in relation to the Tender Offer once it has been received. The Tender Offer will not be made, directly or indirectly, in or into Canada, Australia, South Africa or Japan and neither this announcement nor the Tender Offer documentation may be distributed or sent in or into or from Canada, Australia, South Africa or Japan. 

In accordance with the ABI guidelines, the Company is seeking to renew its authority to make on-market purchases of Spirent Ordinary Shares after the completion of the Tender Offer rather than relying on the remaining existing authority. Accordingly, the notice of extraordinary general meeting contained in the Circular proposes a shareholder resolution to this effect.

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Enquiries

Edward Bramson, Executive Chairman	Spirent Communications plc	[phone]
Eric Hutchinson, Chief Financial Officer
Andrew Dowler/Juliet Clarke	Financial Dynamics	[phone]

About Spirent Communications plc

Spirent Communications plc is a leading communications technology company focused on delivering innovative systems and services to meet the needs of customers worldwide. We are a global provider of performance analysis and service assurance solutions that enable the development and deployment of next-generation networking technologies such as broadband services, Internet telephony, wireless and web applications and security testing. The Systems group develops power control systems for specialist electrical vehicles in the mobility and industrial markets. Further information about Spirent Communications plc can be found at www.spirent.com.

Spirent Communications plc Ordinary shares are traded on the London Stock Exchange (ticker: SPT). The Company operates a Level 1 American Depositary Receipt ("ADR") programme with each ADR representing four Spirent Communications plc Ordinary shares. The ADRs trade in the US over-the-counter ("OTC") market under the symbol SPMYY and the CUSIP number is 84856M209. Spirent ADRs are quoted on the Pink OTC Markets electronic quotation service which can be found at www.pinksheets.com. 

Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc. All other trademarks or registered trademarks mentioned herein are held by their respective companies. All rights reserved.

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.

 

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