Declaration of Permitted and Additional Dividend
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
26 June 2025
Spirent Communications plc ("Spirent" or the "Company")
Declaration of Permitted Dividend and Additional Dividend
On 28 March 2024, the boards of Spirent and Keysight Technologies, Inc ("Keysight") announced that they had reached agreement on the terms of a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Spirent (the "Acquisition"), to be effected through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
As set out in the scheme document published by the Company on 25 April 2024 in relation to the Acquisition (the "Scheme Document"), and subsequently referenced in the Company's full year results announced on 4 March 2025, under the terms of the Acquisition:
· the Spirent Board can declare and approve the payment of a dividend of 2.5 pence per Spirent Share to Spirent Shareholders at any time before the Effective Date (the "Permitted Dividend"); and
· if the Effective Date has not occurred by 30 June 2025, the Spirent Board is entitled to declare and approve the payment of a further dividend of up to 1.0 pence per share (the "Additional Dividend").
The Spirent Board announces today that it has declared a dividend of 3.5 pence per Spirent Share (consisting of both the Permitted Dividend and the Additional Dividend) (the "Total Dividend"). The Total Dividend will be paid on 23 July 2025 to Spirent Shareholders on the register of members at 6.00pm on 3 July 2025 (being the record date for these purposes). The Spirent Shares will be marked ex-dividend on 2 July 2025. The Total Dividend will be paid to Spirent ADR Holders on 30 July 2025.
Payment of the Total Dividend is not conditional on the Effective Date occurring and will not reduce the Acquisition Price payable by Keysight under the terms of the Acquisition (being 199.0 pence in cash for each Spirent Share).
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Permitted Dividend and Additional Dividend timetable
|
Record date |
3 July 2025 at 6.00 p.m. |
|
Ex-dividend date |
2 July 2025 |
|
Payment date to Spirent Shareholders |
23 July 2025 |
|
Payment date to Spirent ADR Holders |
30 July 2025 |
Further details on the Permitted Dividend and Additional Dividend are set out in the Scheme Document.
This announcement has been made with the consent of Keysight.
Enquiries
Spirent Communications plc +44 1293 767 676
Angus Iveson, Company Secretary & General Counsel
UBS, Joint Lead Financial Adviser and Corporate Broker to Spirent +44 20 7567 8000
Craig Calvert
Sandip Dhillon
Josh Chauhan
Rothschild & Co, Joint Lead Financial Adviser to Spirent +44 20 7280 5000
Aadeesh Aggarwal
Albrecht Stewen
Mitul Manji
Jefferies, Financial Adviser and Joint Corporate Broker to Spirent +44 20 7029 8000
Philip Yates
Phil Berkowitz
Ed Matthews
DGA Group, PR Adviser to Spirent +44 20 7038 7419
James Melville-Ross
Humza Vanderman
Linklaters LLP is acting as legal adviser to Spirent.
Notice related to financial advisers
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 (the "PRA") and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS provided financial and corporate broking advice to the Company and no one else in connection with the process or contents of this announcement. 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 process, contents of this announcement or any other matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
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 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 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 otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 Code, any person who is, or becomes, interested in 1% 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 pm (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, 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 Takeover Panel's website at 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://corporate.spirent.com/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
Spirent's Legal Entity Identifier is 213800HKCUNWP1916L38.
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