Holding(s) in Company

RNS Number : 1704J

Spirent Communications PLC

28 November 2008

 



TR-1: Notification of Major Interests in Shares

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:			Spirent Communications plc
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 Spirent Communications plc resulting from a Tender Offer					Yes
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 & Smith, Inc.			20,000 Ordinary Shares
5. Date of transaction (and date on which the threshold is crossed or reached if different):		November 27, 2008 (being the date of the Result of Tender Offer announcement)
6. Date on which issuer notified:		November 27, 2008

7. Threshold(s) that is/are crossed or reached:

(i) Hayden Investors Partners II, LLC - 6%; (ii) Sherborne Investors LP - 19% (aggregate); (iii) Sherborne Investors GP, LLC - 19% (aggregate); (iv) Craig L. McKibben - 19% (aggregate); (v) Gerard L. Eastman, Jr. - 19% (aggregate); and (vi) Edward Bramson - 19% (aggregate). Please note, for the purposes of this TR-1 notification, the only entities which 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 has reached, exceeded or fallen below a relevant threshold as a result of Spirent Communications plc's recent tender offer completion.

8. Notified Details
A: Voting rights attached to shares
Class/type of shares If possible use ISIN code	Situation previous to the triggering transaction		Resulting situation after the triggering transaction
	Number of shares	Number of voting rights	Number of shares	Number of voting rights		Percentage of voting rights
			Direct	Direct	Indirect	Direct	Indirect
ISIN: GB0004726096	130,250,000	130,250,000	130,250,000	N/A	130,250,000	N/A	19.27%
ISIN: GB0004726096	20,000	20,000	20,000	20,000	N/A	0.003%	N/A

B: Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Expiration date	Exercise/ conversion period/date	No. of voting rights that may be acquired (if the instrument is exercised/converted)	Percentage of voting rights
N/A	N/A	N/A	N/A	N/A

Total (A+B)
Number of voting rights	Percentage of voting rights
130,270,000	19.27%

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): Hayden Investors Partners, LLC (45,685,845 Ordinary Shares - approximately 6.76% - no new individual notification required, see response to 7. above); Hayden Investors Partners II, LLC (40,844,268 Ordinary Shares - approximately 6.04% - such figure being a subject of this notification of major interest in shares); Sherborne Strategic Fund A, LLC (29,644,000 Ordinary Shares - approximately 4.39% - no new individual notification required, see response to 7. above); Sherborne Strategic Fund B, LLC (14,075,887 Ordinary Shares - approximately 2.08% - no new individual notification required, see response to 7. above); Edward Bramson holds 20,000 further Ordinary 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 to hold:	N/A
12. Date on which proxy holder will cease to hold voting rights:	N/A
13. Additional information:	N/a
14 Contact name:	Craig L. McKibben
15. Contact telephone name:	[phone]

Additional information

Contact at Issuer: Michael Anscombe, Company Secretary, Spirent Communications plc Telephone: [phone]

 

END

 

 

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