Tender Offer

RNS Number : 3940D

Spirent Communications PLC

15 September 2008

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN

Spirent Communications Plc

TENDER OFFER

On 5 August 2008, the Board of Spirent Communications plc ("Spirent" or the "Company") announced that it intended to return up to £50 million of capital to Shareholders by way of on-market share repurchases or a tender offer.  Spirent today announces that this will be effected by way of a tender offer, the details of which are also being announced today.  

Highlights

• Return of up to £50 million to Shareholders by way of a tender offer.

• Tenders will be accepted in the range of 70 pence to 85 pence per Ordinary Share inclusive, in increments of 1 penny only.

• The Tender Offer is being structured using a strike price mechanism. All successfully tendered Ordinary Shares will be acquired at the Strike Price.

• The Tender Offer is conditional upon, amongst other things, Shareholder approval which will be sought at an EGM to be held on 14 October 2008.

• The closing time and date of the Tender Offer is 3.00pm on 14 October 2008.

• The Tender Offer is being made available to all eligible Shareholders who are on the Register at 5.00pm on 14 October 2008.

• The Tender Offer is not being extended to holders of Spirent American Depositary Receipts ("ADRs") which represent Ordinary Shares. ADR holders who wish to participate in the Tender Offer may do so by taking the steps set out in the section entitled "ADR Holders" in this announcement.

• Assuming the Tender Offer is fully subscribed, it will result in the purchase and subsequent cancellation of between approximately 71.4 million Ordinary Shares (if the Strike Price is the Minimum Price in the Price Range) and approximately 58.8 million Ordinary Shares (if the Strike Price is the Maximum Price in the Price Range) which would lead to 9.58 per cent. and 7.89 per cent. fewer Ordinary Shares in issue, respectively.

• The Board considers that the Tender Offer and the General Authority are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of Ordinary Shares.

References to time in this announcement are to London time, unless otherwise stated.

This announcement does not constitute an offer to purchase any securities or the vote in any jurisdiction. The full terms and conditions of the Tender Offer will be set out in the circular to be posted to Shareholders today (the "Circular"). Shareholders are advised to read carefully the formal documentation in relation to the Tender Offer once it has been despatched. The Tender Offer is not being 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. 

If you have questions, we have set up a Shareholder Helpline on telephone number 0871 384 2982 ([phone] if you are calling from outside the United Kingdom) open from 8.30 a.m. to 5.30 p.m. Monday to Friday (UK time) up to and including 14 November 2008. For legal reasons this helpline will not provide advice on the merits of the Tender Offer or give any financial, investment or taxation advice. For financial, investment or taxation advice, you will need to consult your own financial, investment or taxation adviser. US Shareholders and ADR holders should refer to Part 6 of the Circular where additional information is set out.

In relation to the Tender Offer, UBS Investment Bank ("UBS"), is acting exclusively as financial adviser and joint corporate broker to the Company and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of UBS or for providing  advice in relation to the Tender Offer.

In relation to the Tender Offer, RBS Hoare Govett Limited ("RBS Hoare Govett"), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint corporate broker to the Company and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of RBS Hoare Govett or for giving advice in relation to the Tender Offer.

15 September 2008

Spirent Communications Plc

Introduction

On 5 August 2008, the Board announced Spirent's half-year results for the six months ended 29 June 2008 together with an intention to return up to £50 million to Shareholders either by way of on-market share repurchases or a tender offer. Full details of the Tender Offer are being announced today. The background to and reasons for the Tender Offer and why the Spirent Board believes it to be in the best interests of Shareholders as a whole are set out below, further details of which are included in the Circular being sent to Shareholders today. 

The Tender Offer is being made available to all Shareholders who are on the Register at 5.00 p.m. on Tuesday 14 October 2008. Shareholders can decide whether they want to tender all or any of their Ordinary Shares in the Tender Offer. Shareholders are not obliged to tender all or any of their Ordinary Shares if they do not wish to do so.  Shareholders should refer to the full terms of the Circular and not just this announcement.

The Tender Offer requires the approval of Shareholders at an Extraordinary General Meeting which will be held on Tuesday 14 October 2008 at 10.30 a.m. The Board is unanimously recommending Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares amounting in aggregate to 131,390,411 Ordinary Shares (representing approximately 17.61 per cent. of the current issued ordinary share capital of Spirent (excluding Ordinary Shares held in Treasury)). 

The Board is making no recommendation to Shareholders in relation to participation in the Tender Offer. Shareholders need to decide individually what is best for them. Tenders may be made in the Price Range of 70 pence to 85 pence per Ordinary Share inclusive, which at the Minimum Price is a discount of 6.98 per cent. and at the Maximum Price a premium of 12.96 per cent. to the middle market closing price of 75.25 pence on Thursday 11 September 2008, the last practicable date before the publication of this document respectively. Only tenders made in one penny increments in the Price Range will be accepted.

Background

Since the beginning of 2007, the new Board has implemented actions that have resulted in an increase in operating profit, before exceptional items, to £25.5 million for the year ended 31 December 2007 from £8.4 million in 2006 and an increase in operating profit to £21.0 million for the six months ended 29 June 2008 from £5.0 million for the first half 2007. As a result, during the same eighteen month period Spirent has generated free cash flow of £68.0 million.

In line with the Board's policy to return excess cash in the business to Shareholders, which has resulted in £99.1 million being applied to repurchases of Ordinary Shares between the beginning of 2007 and 29 June 2008, the Tender Offer will return a further £50 million, as previously announced on 5 August 2008.

The Board is committed to delivering value for Shareholders and the operational, strategic and financial

actions that have been taken should enhance the value of the business for the benefit of Shareholders. 

The Tender Offer is designed to allow the Company to achieve a faster rate of earnings per share growth and decreases the size of the excess cash balance on the Company's balance sheet. The Tender Offer will be financed from the Group's existing resources. As of 29 June 2008, the Company's net cash balance was £67.7 million. Accordingly, following a return of capital of £50 million, Spirent will

remain in a net cash position with a strong balance sheet. In addition, the Company has agreed a £25 million revolving credit facility for general corporate purposes.

Spirent reviewed several options for returning value to Shareholders. For the purpose of this return of up to £50 million, the Board decided to implement a tender offer because it believes this process benefits both Shareholders and the Company. In particular the Tender Offer:

• is available to Shareholders irrespective of the size of their shareholdings;
• offers the Company the ability to adjust its capital structure without significant time delays; and

• enhances earnings per Ordinary Share.

The Tender Offer

The Tender Offer is conditional, amongst other things, on the passing of Resolution 1 set out in the notice of Extraordinary General Meeting. The Tender Offer is also conditional, amongst other things, on receipt of valid tenders in respect of at least 7.46 million Ordinary Shares (representing one per cent. of the Company's issued ordinary share capital (excluding Ordinary Shares held in Treasury) as at Thursday 11 September 2008) by 3.00 p.m. on the Closing Date. Other conditions are set out in Part 3 of the Circular. It is only available to Shareholders on the Register on the Record Date and in respect of their Ordinary Shares held on the Record Date.

The Tender Offer involves the following:

• UBS will purchase the maximum number of Ordinary Shares as having a total cost not exceeding £50 million (up to a maximum of 71,428,571 Ordinary Shares) and then sell all such Ordinary Shares to Spirent for cancellation.

• The Tender Offer is only available to Shareholders outside Canada, Australia, South Africa or Japan.
• Tenders will be accepted in the range of 70 pence to 85 pence per Ordinary Share inclusive, in increments of one penny only.

• Shareholders can tender their Ordinary Shares under the Tender Offer in the following ways:

(i) as a Strike Price Tender (the first 1000 Ordinary Shares tendered under this choice will be accepted in full and will not be scaled down (the ''Guaranteed Purchase Level'')); 

(ii) as a tender at a single price being one of the prices in the Price Range; and

(iii) as a tender at different prices in the Price Range (including Strike Price Tenders).

Tenders other than Strike Price Tenders must be expressed in whole pence per Ordinary Share.

• Shareholders do not have to tender any Ordinary Shares if they do not wish to do so.
• All Ordinary Shares will be purchased by UBS at the same price, the ''Strike Price''.  The Strike Price will be the lowest price in the Price Range per Ordinary Share that will allow UBS to purchase the maximum number of Ordinary Shares having a total cost not exceeding £50 million or such fewer number of Ordinary Shares as are validly tendered pursuant to the Tender Offer. All Shareholders who tender Ordinary Shares at a price below or at the Strike Price or as Strike Price Tenders, will receive the Strike Price for successful tenders.

• If the aggregate value of all Ordinary Shares tendered is £50 million or less, all Ordinary Shares validly tendered will be accepted and purchased (provided that the conditions set out in the Circular are satisfied). In the event that the Tender Offer is over-subscribed, tenders will be accepted in the order set out below.

(i) All Ordinary Shares up to the Guaranteed Purchase Level tendered as a Strike Price Tender by any Shareholder will be accepted in full.

(ii) All Ordinary Shares tendered at a price below the Strike Price will be accepted in full.

(iii) All Ordinary Shares tendered as Strike Price Tenders will be accepted in full.  However, in the event that the Strike Price is determined to be the Minimum Price, such tenders in excess of the Guaranteed Purchase Level will be scaled down pro-rata to the number of Ordinary Shares tendered at that price, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £50 million.

(iv) All Ordinary Shares tendered at the price in the Price Range which is determined to be the Strike Price, will be scaled down pro-rata to the number of Ordinary Shares tendered at that price, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £50 million.

In all cases, Ordinary Shares tendered at above the Strike Price will be rejected.

• Ordinary Shares will be purchased free of commissions and dealing charges.
• Successfully tendered Ordinary Shares will be cancelled and will not rank for any future dividends. For the avoidance of doubt, Shareholders on the Register at 15 August 2008 will receive the interim dividend for the period ended 29 June 2008.

• Any rights of Shareholders who choose not to tender their Ordinary Shares will be unaffected. 

The Directors reserve the right, at any time prior to the announcement of the results of the Tender Offer, to prevent UBS from proceeding with the Tender Offer if they conclude that its implementation is no longer in the interests of the Company and/or Shareholders as a whole. 

Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part 3 of the Circular.

Guaranteed Purchase Level

Up to the first 1000 Ordinary Shares tendered as Strike Price Tenders made by any Shareholder will be accepted in full and will not be scaled down (the ''Guaranteed Purchase Level'').

Shareholders who hold Ordinary Shares in certificated form must return the Tender Form completed, signed and witnessed in order to make a Strike Price Tender either up to or in excess of the Guaranteed Purchase Level.

Shareholders who hold their Ordinary Shares in uncertificated form must make their Strike Price Tender, either up to or in excess of the Guaranteed Purchase Level, electronically through CREST in accordance with the procedures set out in Part 3 of the Circular.

General Authority to repurchase Ordinary Shares

A general authority to buy-back up to 14.99 per cent. of the Company's issued ordinary share capital was sought and approved at the Company's last AGM. As at Thursday 11 September 2008, being the last practicable date before the date of this document, the Company had bought back 14.68 million Ordinary Shares, representing 1.97 per cent. of the Company's issued ordinary share capital (excluding Ordinary Shares held in Treasury). If the Tender Offer is successfully implemented, the Company's issued ordinary share capital will be reduced by up to 9.58 per cent. (excluding Ordinary Shares held in Treasury). As such, the Board is also seeking the General Authority (in substitution for the existing authority) at the Extraordinary General Meeting to make market purchases of up to 101,112,861 Ordinary Shares representing a maximum of 14.99 per cent. of Spirent's issued ordinary share capital after completion of the Tender Offer. Further details regarding the general authority to repurchase which is being sought are set out below in the section headed "Extraordinary General Meeting". Any Ordinary Shares purchased under this authority may either be cancelled or held in treasury to the extent permissible by law. Ordinary Shares held in treasury may subsequently be cancelled or sold for cash.

Current Trading and Prospects

As reported in the half-year report to Shareholders on 5 August 2008: ''Trading in July has given an encouraging start to the second half-year and the outlook for the rest of the year continues to be in line with our expectations.''

Board and Management

As stated in the Company's half-year results, the Board expects to announce the appointment of a Chief Executive Officer to the main Board of the Company shortly, at which point the positions of Chairman and Chief Executive Officer will be separate.

Dividends

Successfully tendered Ordinary Shares will not rank for future dividends of the Company. However, Shareholders on the Register at 15 August 2008 will receive the interim dividend for the period ended 29 June 2008.

Tax 

A guide to certain UK tax consequences of the Tender Offer for Shareholders under UK law and HMRC practice is set out in Part 4 of the Circular. A guide to certain US tax consequences of the Tender Offer for US Shareholders is set out in Part 6 of the Circular.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom or the United States should consult a professional adviser.

Overseas Shareholders

The attention of Shareholders who are not resident in the United Kingdom is drawn to the section headed ''Overseas Shareholders'' in Part 3 of the Circular. US Shareholders should also refer to Part 6 of the Circular. For legal reasons, Shareholders in Canada, Australia, South Africa or Japan are unable to participate in the Tender Offer.

ADR Holders

The Tender Offer is not being extended to holders of ADRs. ADR holders who wish to participate in the Tender Offer should take steps to present their ADRs to the ADR Depositary for cancellation (in compliance with the terms of the Deposit Agreement, including payment of the ADR Depositary's fees and any applicable transfer fees, taxes and governmental charges) against delivery of Ordinary Shares to them, so as to become holders of Ordinary Shares in respect of which the Tender Offer can be accepted in time to complete and submit a Tender Form to be received by the Receiving Agent by 3.00 p.m. on Tuesday 14 October 2008. 

The ADR Depositary is entitled to charge a fee of up to US$5.00 per each 100 ADSs (or portion thereof) for Ordinary Shares that are withdrawn from the Spirent ADR programme, in addition to any applicable transfer fees, taxes and governmental charges. Any underlying Ordinary Shares received by ADR holders upon such cancellation can then be tendered in the Tender Offer in accordance with Part 3 of the Circular.

To withdraw Ordinary Shares underlying an ADR, the ADR holder must deliver the ADR in a form satisfactory to the ADR Depositary and such other documentation required by the ADR Depositary to its office in New York. Should ADR holders withdraw Ordinary Shares from the Spirent ADR programme and then decide not to tender, or be unsuccessful (for whatever reason) in tendering those Ordinary Shares pursuant to the Tender Offer, redepositing any Ordinary Shares into Spirent's ADR programme may attract additional fees/costs. 

ADR holders should verify the timing of any withdrawal with the ADR Depositary and account for any time needed by the ADR Depositary for processing when deciding whether to cancel their ADRs and participate in the Tender Offer.

To the extent that ADRs are held through a financial intermediary, ADR holders should give instructions to such financial intermediary to make a request of the ADR Depositary, as set out above. Such financial intermediary may charge additional fees and expenses depending on contractual arrangements.

The ADR Depositary can be contacted by telephone from inside the U.S. on 212 815 2231 and outside the U.S. on 001 212 815 2231.

Spirent's Employee Share Incentive Plans

The Board has determined that no adjustments should be made to any options or rights granted under Spirent's Employee Share Incentive Plans. Participants of the Share Incentive Plans are therefore not affected by the Tender Offer. 

Extraordinary General Meeting

Implementation of the Tender Offer requires the approval of Shareholders at an Extraordinary General Meeting, to be held at 10.30 a.m. on Tuesday 14 October 2008 at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB, United Kingdom. At this meeting, a special resolution, Resolution 1, will be proposed to seek authority to make market purchases of Ordinary Shares pursuant to the Tender Offer. Resolution 1 specifies the maximum number of Ordinary Shares which may be acquired pursuant to this authority and the maximum and minimum prices at which Ordinary Shares may be bought pursuant to the Tender Offer.

Resolution 2 is conditional upon the passing of Resolution 1 and will confer general authority for the market purchase by the Company of up to 101,112,861 Ordinary Shares. This number represents 14.99 per cent. of the Company's issued ordinary share capital (excluding Ordinary Shares held in Treasury) after completion of the Tender Offer (assuming that the maximum number of Ordinary Shares authorised under Resolution 1 to be purchased by the Company pursuant to the Tender Offer is purchased by the Company at the Minimum Price and discounting any Ordinary Shares which may have been allotted by the Company pursuant to Spirent's Employee Share Incentive Plans). The number of Ordinary Shares will therefore represent less than 14.99 per cent. of the Company's issued ordinary share capital if fewer than the maximum number of Ordinary Shares authorised under Resolution 1 are purchased, or if Ordinary Shares are allotted by the Company pursuant to Spirent's Employee Share Incentive Plans. The authority will replace any other such general authority previously conferred. The Directors will only exercise this power if and when, in the light of the market conditions prevailing at the time, they believe that such purchases would increase earnings per Ordinary Share and would be for the benefit of Shareholders generally. The maximum price (exclusive of expenses) to be paid on any occasion will be equal to the higher of (i) 105 per cent. of the average of the closing price for an Ordinary Share of the Company, derived from the Official List maintained by the UK Listing Authority for the preceding five Business Days; and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003. The minimum price will be 31⁄3 pence per Ordinary Share. The General Authority will expire at the end of the Company's next AGM.

Recommendation

The Board considers that the Tender Offer and the General Authority are in the best interests of Shareholders as a whole. 

Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of Ordinary Shares amounting in aggregate to 131,390,411 Ordinary Shares, representing approximately 17.61 per cent. of the current issued ordinary share capital of Spirent (excluding Ordinary Shares held in Treasury) as at Thursday 11 September. 

The Board is making no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend, among other things, on their view of Spirent's prospects and their own individual circumstances, including their tax position. Shareholders are recommended to consult their duly authorised independent advisers and make their own decision. 

Edward Bramson, Gerard Eastman and persons connected with them reserve the right to participate in the Tender Offer in respect of Ordinary Shares held or controlled by them. None of the other Directors intends to tender any of his Ordinary Shares pursuant to the Tender Offer.

Further Information

Further details of the Tender Offer including the expected timetable are set out in appendices at the end of this announcement.

SPIRENT COMMUNICATIONS PLC

Contacts:

Spirent Communications
Eric Hutchinson (CFO)	+ 44 (0) 1293 767703
UBS Investment Bank
Peter Luck	[phone]
Michael O'Brien	[phone]
RBS Hoare Govett
Andrew Foster	[phone]
Financial Dynamics
Andrew Dowler	[phone]

The Directors of Spirent Communications plc accept responsibility for the information contained in this announcement and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

In relation to the Tender Offer, UBS is acting exclusively as financial adviser and joint corporate broker to the Company and for no-one else in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of UBS or for providing advice in relation to the Tender Offer or on any of the matters referred to in this announcement or the Circular. 

In relation to the Tender Offer, RBS Hoare Govett, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint corporate broker to the Company and for no-one else in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of RBS Hoare Govett or for providing advice in relation to the Tender Offer or on any of the matters referred to in this announcement or the Circular.

Appendix 1 - Timetable of principal events

Tender Offer opens		Monday 15 September
Latest time and date for receipt of Forms of Proxy		10.30 a.m. on Sunday 12 October
Latest time and date for Shareholders on the Register of Members to be entitled to vote at the Extraordinary General Meeting		5.00 p.m. on Sunday 12 October
Extraordinary General Meeting		10.30 a.m. on Tuesday 14 October
Latest time and date for receipt of  Tender Forms		3.00 p.m. on Tuesday 14 October
Latest time and date for settlement of Electronic Tenders in CREST		3.00 p.m. on Tuesday 14 October
Record Date for Tender Offer		5.00 p.m. on Tuesday 14 October
Latest time and date for Conditions to be satisfied		by 3.00 pm. on Wednesday 15 October
Announcement of results of the Tender Offer		by Thursday 16 October
Despatch of cheques for Tender Offer proceeds in respect of sold certificated Ordinary Shares		by Tuesday 21 October
CREST accounts credited with Tender Offer proceeds in respect of sold uncertificated Ordinary Shares		by Tuesday 21 October
CREST accounts credited for revised holdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares)		by Tuesday 21 October
Return of share certificates in respect of unsuccessful tenders		by Tuesday 21 October
Despatch of balance share certificates for unsold Ordinary Shares		by Friday 24 October

The Tender Offer will be open for 20 US business days as required by Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act 1934 (as amended). The dates and times (which are UK times) given are based upon Spirent's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.

  Appendix 2 - Definitions

"ADR" means an American Depositary Receipt representing an ADS

''ADR Depositary'' means The Bank of New York Mellon Corporation

''ADR holders'' means holders of ADRs

"ADS" means an American Depositary Share, each representing 4 Ordinary Shares

''Closing Date'' means 3.00 p.m. Tuesday 14 October 2008

''CREST'' means the relevant system (as defined in the CREST Regulations) in respect of which EuroClear is the Operator (as defined in the CREST Regulations) 

''CREST Regulations'' means the Uncertificated Securities Regulations 2001 (SI 2001/3755)

''Extraordinary General Meeting'' or ''EGM'' means the Extraordinary General Meeting of the Company convened for BN99 6DA 10.30 a.m. on Tuesday 14 October 2008

''General Authority'' means the general authority to make market purchases being sought in Resolution 2 as set out in the notice of the EGM

''Group'' means Spirent and its subsidiaries

'Minimum Price'' means 70 pence per Ordinary Share 

"Maximum Price" 85 pence per Ordinary Share

''Ordinary Shares'' means ordinary shares of 3 1⁄3 pence each in the capital of the Company

"Overseas Shareholder" means a Shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom

''Price Range'' means the range of prices in which Ordinary Shares will be purchased by UBS inclusive, in one penny increments only

''Receiving Agent'' means Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex

''Record Date'' means 5.00 p.m. on Tuesday 14 October 2008

''Register'' means the Register of Members of the Company

"Resolutions" means the special resolutions to be proposed at the EGM to authorise the purchase of Ordinary Shares pursuant to the Tender Offer and to authorise the making by the Company of market purchases of Ordinary Shares'

''Shareholders'' means holders of Ordinary Shares

 ''Strike Price'' means the price at which UBS will purchase Ordinary Shares pursuant to the Tender Offer and which will be determined in accordance with the provisions set out in Part 3 of the Circular

''Strike Price Tenders'' means Ordinary Shares that are tendered at the Strike Price rather than at a specific numerical price in the Price Range

''Tender Offer'' means the invitation by UBS to Shareholders (other than certain Overseas Shareholders) to tender Ordinary Shares on the terms and subject to the conditions set out in this document and also, in the case of certificated Ordinary Shares only, the Tender Form

"UBS" or "UBS Investment Bank" means UBS Limited, incorporated in England and Wales with registered number 02035362 (and, with respect to purchases of Ordinary Shares made in the US, UBS Securities, LLC, as nominee for UBS Limited)

''US Shareholders'' means Shareholders and ADR holders who are located in, or citizens of, the United States

''Share Incentive Plans'' or ''Spirent's Employee  Incentive Plans'' means  the 2005 Employee Incentive Plan, Spirent Stock Incentive Plan, 1995 'Executive Share Option Scheme, Netcom Amended and Restated Stock Option Plan, Zarak Amended and Restated Stock Option Plan, Caw Amended and Restated Stock Plan, UK Savings Related Share Option Scheme, 2005 Sharesave Scheme, US Employee Stock Purchase Plan, Global All Employee Share Purchase Plan, UK Employee Share Purchase Plan and the Stock Appreciation Rights Plan

This announcement does not constitute an offer to purchase any securities or the vote in any jurisdiction. The full terms and conditions of the Tender Offer will be set out in the Circular. Shareholders are advised to read carefully the formal documentation in relation to the Tender Offer once it has been despatched. The Tender Offer is not being 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. 

If you have questions, we have set up a Shareholder Helpline on telephone number 0871 384 2982 ([phone] if you are calling from outside the United Kingdom) open from 8.30 a.m. to 5.30 p.m. Monday to Friday (UK time) up to and including 14 November 2008. For legal reasons this helpline will not provide advice on the merits of the Tender Offer or give any financial, investment or taxation advice. For financial, investment or taxation advice, you will need to consult your own financial, investment or taxation adviser. US Shareholders and ADR holders should refer to Part 6 of the Circular where additional information is set out.

 

END

 

 

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