Update on Scheme Timetable
Summary by AI BETAClose X
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
1 October 2025
RECOMMENDED CASH ACQUISITION
of
Spirent Communications plc ("Spirent")
by
Keysight Technologies Inc. ("Keysight")
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
UPDATE ON SCHEME TIMETABLE
On 28 March 2024, the boards of Spirent and Keysight announced that they had reached an agreement on the terms and conditions 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 (the "Scheme").
Further to the announcement made on 22 May 2024 in relation to the results of the Court Meeting and General Meeting and the announcement made on 29 September 2025 in relation to the receipt of applicable regulatory approvals, Spirent is pleased to confirm that the Scheme Court Hearing will be held on 14 October 2025. Further details of the Scheme Court Hearing will be available on the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk on the day before the Scheme Court Hearing.
Subject to the Court sanctioning the Scheme at the Scheme Court Hearing, the delivery of a copy of the Court Order to the Registrar of Companies, and the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in Part III of the Scheme Document, the Scheme is expected to become Effective on 15 October 2025. A further announcement will be made by Spirent if and when the Court sanctions the Scheme.
An updated expected timetable of principal events for the implementation of the Scheme is set out below.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Expected timetable of principal events
The following indicative timetable is based on Spirent's and Keysight's current expected dates for the implementation of the Scheme and is subject to change (including as a result of changes to Court dates). If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Spirent's Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcements also being made available on Spirent's website at https://www.spirent.com/newsroom/press-releases.
|
Event |
Time and/or date[1] |
|
Scheme Court Hearing to sanction the Scheme[2] |
14 October 2025 |
|
Last day for dealings in, and for the registration of transfer of, and disablement in CREST of, Spirent Shares |
15 October 2025 |
|
Scheme Record Time |
6:00 p.m. on 15 October 2025 |
|
Effective Date of the Scheme[3] |
after 6:00 p.m. on 15 October 2025 |
|
Suspension of listing and dealings in Spirent Shares |
by 7:30 a.m. on 16 October 2025 |
|
Cancellation of listing of Spirent Shares |
by 7:30 a.m. on 17 October 2025 |
|
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme |
29 October 2025 |
|
Long Stop Date[4] |
27 October 2025 |
|
[1] References to times are to London, United Kingdom time unless otherwise stated. [2] The time of the Court Hearing, the number of the Court and the name of the judge will be available on the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk on the day before the Court Hearing [3] 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 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. [4] This is the latest date by which the Scheme may become Effective except as: (i) Keysight may specify with the written agreement of Spirent; or (ii) in a competitive situation, Keysight may specify with the Panel's consent; or (iii) the Panel may direct under the Note on Section 3 of Appendix 7 to the Takeover Code, and in each case as the Court may approve (if such approval is required). |
|
Enquiries:
|
|
|
|
Spirent Communications plc |
Tel: +44 (0)12 9376 7676 |
|
Eric Updyke, Chief Executive Officer Paula Bell, Chief Financial & Operations Officer Angus Iveson, Company Secretary & General Counsel |
|
|
|
|
|
UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent) |
Tel: +44 (0)20 7567 8000 |
|
Craig Calvert Sandip Dhillon Josh Chauhan
|
|
|
Rothschild & Co (Joint Lead Financial Adviser to Spirent) |
Tel: +44 (0)20 7280 5000 |
|
Aadeesh Aggarwal Albrecht Stewen Mitul Manji |
|
|
|
|
|
Jefferies (Financial Adviser and Corporate Broker to Spirent) |
Tel: +44 (0)20 7029 8000 |
|
Philip Yates Phil Berkowitz Ed Matthews |
|
|
|
|
|
DGA Group (Public Relations Adviser to Spirent) |
Tel: +44 (0) 20 7038 7419 |
|
James Melville-Ross Humza Vanderman
|
|
Linklaters LLP is retained as legal adviser to Spirent.
Important notices
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 UK. UBS is acting exclusively as corporate broker and financial adviser to Spirent and no one else in connection with the Acquisition. 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 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 in the UK, is acting exclusively as financial adviser 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 Rothschild & Co nor for providing advice in connection with the Acquisition 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 acquisition of Spirent or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents 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.
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 approval in any jurisdiction, pursuant to the Acquisition or otherwise.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and 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 and regulations of jurisdictions other than England and Wales.
Disclosure requirements of the Takeover Code (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(s), 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 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. 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.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions on Spirent's and Keysight's websites at https://corporate.spirent.com and http://investor.keysight.com/investor-resources/proposed-acquisition-of-spirent respectively 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 those websites are not incorporated and do not form part of this announcement.
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