Result of Tender Offer

RNS Number : 0410J

Spirent Communications PLC

27 November 2008

 



SPIRENT COMMUNICATIONS PLC

RESULT OF TENDER OFFER

London, UK - 27 November 2008: Spirent Communications plc (LSE: SPT), a leading communications technology company, today announces the result of the Tender Offer which closed on 25 November 2008 following shareholder approval at an Extraordinary General Meeting of the Company held on that day.

The strike price for the Tender Offer is 46 pence per Ordinary Share.  All valid tenders submitted at or below 46 pence per Ordinary Share, as well as valid tenders submitted as Strike Price Tenders will be accepted in full.  Tenders at prices above 46 pence per Ordinary Share will be rejected.  Approximately 52.9 million Ordinary Shares are therefore being repurchased for cancellation at a price of 46 pence per Ordinary Share and a total cost of £24.3 million. Approximately 7.3 per cent of the Company's issued share capital (excluding Ordinary Shares held in Treasury) is being cancelled.

Following completion of the Tender Offer and the cancellation of those Ordinary Shares which have been repurchased, the number of Ordinary Shares in issue will be 743,148,648.  The Company currently holds 67,287,131 Ordinary Shares in Treasury, and the Company is not permitted to exercise voting rights in respect of those Ordinary Shares.  Therefore, the total number of voting rights in the Company is 675,861,517.

The above figure (675,861,517) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Services Authority Disclosure and Transparency Rules. 

The consideration for the Tender Offer will be sent to those shareholders who successfully tendered Ordinary Shares by 2 December 2008.

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  Notes:

It is expected that cheques for Tender Offer proceeds in respect of sold certificated Ordinary Shares will be despatched and CREST accounts for revised holdings of Ordinary Shares will be credited on 2 December 2008.

Full details of the Tender Offer to purchase Ordinary Shares up to a maximum value of 

£25 million, were set out in the circular posted to the Company's shareholders on 27 October 2008.

Enquiries

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

Definitions:

''Ordinary Shares'' means ordinary shares of 31⁄3 pence each in the capital of the Company

''Tender Offer'' means the invitation by UBS to the Company's shareholders to tender Ordinary Shares on the terms and subject to the conditions set out in the circular posted to the Company's shareholders on 27 October 2008

"Strike Price Tender" means Ordinary Shares tendered at the Strike Price rather than at a specific numerical price in the range of prices in which Ordinary Shares will be purchased by UBS pursuant to the terms of the Tender Offer, being 36 pence to 60 pence per Ordinary Share inclusive, in two pence increments only

  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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