Publication of Scheme Document

Spirent Communications PLC

27 March 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE                                                          

27 March 2024

RECOMMENDED CASH OFFER

FOR

SPIRENT COMMUNICATIONS PLC ("Spirent")

by

VIAVI SOLUTIONS ACQUISITIONS LIMITED ("VIAVI BIDCO")

(A COMPANY INDIRECTLY OWNED BY VIAVI SOLUTIONS INC. ("VIAVI"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF THE SCHEME DOCUMENT

On 5 March 2024, the boards of Spirent, Viavi and Viavi Bidco announced that they had reached agreement on the terms of a recommended cash acquisition for the entire issued and to be issued share capital of Spirent by Viavi Bidco (the "Acquisition"). It is intended that the Acquisition will be effected by means of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication of Scheme Document

Spirent, Viavi and Viavi Bidco are pleased to announce that the Scheme Document is being either sent or made available to shareholders of Spirent today. The Scheme Document sets out, amongst other things, a letter from the Chairman of Spirent, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, an expected timetable of principal events and details of the action to be taken by shareholders of Spirent.

Hard copies of the Scheme Document and/or a website notification of availability (providing details of the website where the Scheme Document may be accessed) are being sent to shareholders of Spirent (depending on communication preferences selected). Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting (together, the "Meetings") are being posted to shareholders of Spirent.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Notices of the Court Meeting and General Meeting and Action to be taken

As described in the Scheme Document, in order to become Effective the Scheme will require, among other things, that the requisite majority of (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible Spirent Shareholders vote in favour of the Special Resolution at the General Meeting. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms as described more fully in the Scheme Document

The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 1:00 pm (or as soon thereafter as the Annual General Meeting concludes or is adjourned) and 1:15 pm (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively, each on 1 May at 2024 at the offices of UBS, at 5 Broadgate, London EC2M 2QS.

Subject to approval at the relevant Meetings, Court approval and the satisfaction or waiver of the other Conditions (including the satisfaction of certain regulatory conditions) set out in further detail in the Scheme Document, the Scheme is expected to become effective during the second half of 2024.

Shareholders of Spirent are asked to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods described in the Scheme Document (by post, online or electronically through CREST). Shareholders of Spirent are also strongly encouraged to appoint "the Chair of the meeting" as their proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholder (as that term is defined in the Scheme Document) opinion. Therefore, Scheme Shareholders strongly urged to sign and return both of their Forms of Proxy (by post, online or electronically through CREST).

Any changes to the arrangements for the either the Court Meeting or General Meeting will be communicated to shareholders of Spirent beforehand, through Spirent's website at https://corporate.spirent.com and by announcement through a Regulatory Information Service.

Recommendations

The Spirent Directors, who have been so advised by Rothschild & Co and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Spirent Directors, Rothschild & Co and UBS have taken into account the commercial assessments of the Spirent Directors. Rothschild & Co and UBS are providing independent financial advice to the Spirent Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Spirent Directors unanimously recommend that shareholders of Spirent vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Spirent General Meeting, and the Spirent Directors have irrevocably undertaken to do so in respect of their own beneficial holdings of 1,440,174 Spirent Shares representing, in aggregate, approximately 0.2489 per cent. of the share capital of Spirent in issue as at the Latest Practicable Date (i.e. 25 March 2024).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of Spirent Shareholders at the General Meeting and the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the approval of the Court.

Information for Spirent Shareholders

In accordance with Rule 26.1 of the Takeover Code, copies of this Announcement and the Scheme Document will be available on Spirent and Viavi websites at https://corporate.spirent.com and https://investor.viavisolutions.com/overview/default.aspx by no later than 12 noon on the business day following this Announcement, up to and including the Effective Date. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this Announcement.

For information purposes only, the Scheme Document will also be sent, or made available to, to holders of options over Spirent shares and persons with information rights.

A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Shareholder helpline

If shareholders of Spirent have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in doubt about the procedure for completing and returning of the Forms of Proxy, please contact Equiniti Limited, Spirent's Registrar, on [phone]. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to these numbers from outside the UK will be charged at international rates. Different charges may apply to calls made from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide legal, tax or financial advice.

Enquiries:

Viavi Solutions Inc.	Tel: + 1 408 404 6305
Oleg Khaykin, President and Chief Executive Officer Ilan Daskal, Executive Vice President and Chief Financial Officer Kevin Siebert, Senior Vice President, General Counsel & Secretary
Qatalyst Partners (Lead Financial Adviser to Viavi and Bidco)	Tel: [phone]
Jason DiLullo
Peter Spofforth
Milad Zarpak
Wells Fargo Securities (Financial Adviser to Viavi and Bidco)	Tel: [phone]
Rob Engel
Mark Hutt Preeti Raghupathi
Spirent Communications plc	Tel: [phone]
Eric Updyke, Chief Executive Officer Paula Bell, Chief Financial & Operations Officer Angus Iveson, Company Secretary & General Counsel
Rothschild & Co (Joint Lead Financial Adviser to Spirent)	Tel: [phone]
Aadeesh Aggarwal Albrecht Stewen Mitul Manji
UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent)	Tel: [phone]
Craig Calvert Sandip Dhillon Josh Chauhan
Jefferies (Financial Adviser and Corporate Broker to Spirent)	Tel: [phone]
Philip Yates Phil Berkowitz Ed Matthews
Prosek Partners (Public Relations Adviser to Viavi and Bidco)	Tel: [phone]
Philip Walters (UK) Andy Merrill (US)	Tel: [phone]
Dentons Global Advisers (Public Relations Adviser to Spirent)	Tel: [phone]
James Melville-Ross Humza Vanderman Leah Dudley

Fried, Frank, Harris, Shriver & Jacobson LLP is retained as legal adviser to Viavi and Viavi Bidco.

Linklaters LLP is retained as legal adviser to Spirent.

The person responsible for arranging the release of this Announcement on behalf of Spirent is Angus Iveson, Company Secretary & General Counsel.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Spirent and no one else in connection with the Acquisition and the Scheme and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or the Scheme or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained in this Announcement, the Spirent Acquisition, the Scheme or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as corporate broker and financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and the Scheme. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the Scheme, the contents of this Announcement or any other matter referred to herein.

Jefferies International Limited ("Jefferies") is authorised and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and the Scheme and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Acquisition or Scheme or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained in this Announcement, the Acquisition or Scheme or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this Announcement.

Qatalyst Partners LP ("Qatalyst Partners"), which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States, is acting exclusively as financial adviser to Viavi and Viavi Bidco and will not be responsible to anyone other than Viavi and Viavi Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this Announcement. No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of this Announcement.

Wells Fargo Securities, LLC, a subsidiary of Wells Fargo & Company ("Wells Fargo"), which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the United States, is acting exclusively as financial adviser to Viavi and Viavi Bidco and will not be responsible to anyone other than Viavi and Viavi Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this Announcement.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document to be published by Viavi Bidco) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision or vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This Announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code. The information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions other than England and Wales.

Overseas Shareholders

The release, publication, or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Viavi Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees, and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Acquisition to shareholders of Spirent who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.

Additional Information for US Investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

However, if Viavi Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Viavi Bidco and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Viavi Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

In accordance with normal UK practice, Viavi, Viavi Bidco, or their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes. Each shareholder of Spirent and Spirent ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Financial information relating to Spirent included in this Announcement and the Scheme Document (or, if applicable, the Offer Document) has been or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Viavi Bidco and Spirent are organised under the laws of England and Wales. Some or all of the officers and directors of Viavi Bidco and Spirent, respectively, are residents of countries other than the US. In addition, most of the assets of Viavi Bidco and Spirent are located outside the US. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the US upon Viavi Bidco or Spirent or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the US.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, or any member of the Viavi Group, contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, any member of the Viavi Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement may relate to Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, any member of the Viavi Group, or any member of the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "assumes", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, any member of the Viavi Group, or any member of the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, any member of the Viavi Group, or any member of the Combined Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialise or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should, therefore, be construed in light of such factors.

None of Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, nor any member of the Viavi Group, nor any member of the Combined Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties, and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, or any member of the Viavi Group, or any member of the Combined Group, or any of their respective associates, directors, officers, employees, or advisers, are expressly qualified in their entirety by the cautionary statement above.

Spirent, any member of the Spirent Group, Viavi, Viavi Bidco, any member of the Viavi Group and any member of the Combined Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Viavi or Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Viavi or Spirent, as appropriate.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, then they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made, can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, then you should contact the Panel's Market Surveillance Unit on [phone].

Electronic Communications

Please be aware that addresses, electronic addresses, and certain information provided by shareholders of Spirent, persons with information rights, and other relevant persons for the receipt of communications from Spirent may be provided to Viavi and/or Viavi Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Spirent's and Viavi's websites at https://corporate.spirent.com and https://investor.viavisolutions.com/overview/default.aspx by no later than 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Shareholders of Spirent may request a hard copy of this Announcement or the Scheme Document (or any such documents incorporated into the Scheme Document by reference) by contacting Equiniti Limited by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK; or (ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), on [phone] (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) - calls may be recorded and monitored for training and security purposes. You must provide your full name and the full address to which the hard copy may be sent. Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant, or from an independent financial adviser duly authorised under the Finance Services and Markets Act 2000 (as amended).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Spirent's, Viavi's and Viavi Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Spirent Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event	Time and/or date(1)
Publication of the Scheme Document	27 March 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue Form of Proxy)	1:00 p.m. on 29 April 2024 (2)
General Meeting (yellow Form of Proxy)	1:15 p.m. on 29 April 2024 (3)
Voting Record Time	6.30 p.m. on Monday 29 April 2024 (4)
Annual General Meeting	12:30 p.m. on 1 May 2024
Court Meeting	1:00 p.m. on 1 May 2024 (5)
General Meeting	1:15 p.m. on 1 May 2024 (6)
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Spirent will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Spirent's website at https://corporate.spirent.com. Further updates and changes to these times will be notified in the same way. See also note (1).
Scheme Court Hearing	a date expected to be no later than 14 days after the satisfaction (or, if applicable, waiver) of the Conditions (other than Condition 2.3(a)) ("D")
Last day for dealings in, and for the registration of transfer of, and disablement in CREST of, Spirent Shares	D+1 Business Day
Scheme Record Time and record time for the Permitted Dividend	6:00 p.m. on D+1 Business Day
Suspension of dealings in Spirent Shares	by 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme	D+2 Business Days (7)(10)
Cancellation of listing of Spirent Shares	by 7:30 a.m. on D+3 Business Days
Payment of the Permitted Dividend	within 14 days of the Effective Date (8)
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme	within 14 days of the Effective Date
Long Stop Date	6 September 2025(9)
The dates and times given are indicative only and are based on current expectations and are subject to change (including, amongst other things, the date on which the regulatory (and other) Conditions to the Scheme are satisfied or, if capable of wavier, waived and the date on which the Court sanctions the Scheme, as well as the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies). (1)           References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Spirent Shareholders by announcement through a Regulatory Information Service.                 Participants in the Spirent Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Spirent Share Plans, including details of any appropriate proposals being made and dates and times relevant to them. (2)           It is requested that blue Form of Proxy for the Court Meeting be lodged by 1:00 p.m. on 29 April 2024 (being not later than 48 hours prior to the time appointed for the Court Meeting) or, if the Court Meeting is adjourned, the time fixed for any adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day). If the blue Form of Proxy is not lodged by this time, it may be (i) scanned and emailed to Equiniti at the following email address: [e-mail]; or (ii) handed to the Chair, or the Company's Registrar, Equiniti, on behalf of the Chair, in each case, prior to the commencement of the Court Meeting (or any adjournment thereof). (3)           In order to be valid, the yellow Form of Proxy for the General Meeting must be received by 1:15 p.m. on 29 April 2024 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day). If the yellow Form of Proxy is not lodged by the relevant time, it will be invalid. (4)           If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the day which is two Business Days prior to the date of the adjourned meeting. (5)           To commence at 1:00 p.m. or as soon thereafter as the Annual General Meeting concludes or is adjourned. The Court Meeting will be held at the offices of UBS at 5, Broadgate, London EC2M 2QS. (6)           To commence at 1:15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned. The General Meeting will be held at the offices of UBS at 5, Broadgate, London EC2M 2QS. (7)           The Scheme will become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following suspension of trading in Spirent Shares and the Scheme Record Time. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date. (8)           If the Permitted Dividend is declared prior to the Effective Date, conditional upon and only be payable if the Scheme becomes Effective to Spirent Shareholders on the register of members at the Scheme Record Time, as is intended and expected, it is expected that the Permitted Dividend will be paid via either a standing electronic payment mandate with the Company's Registrar for the purpose of receiving dividend payments or a despatch of cheques (as applicable) on date within 14 days of the Effective Date. (9)           This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Viavi Bidco and Spirent (with the Panel's consent and as the Court may approve (if such approval(s) are required)). (10)         It is expected that the Scheme will become Effective during the second half of 2024.

 

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