15th Nov 2006 16:03
Spirent Communications PLC15 November 2006 SPIRENT COMMUNICATIONS PLC RE: SHAREHOLDER PROPOSAL London, UK - 15 November 2006: The Board of Spirent Communications plc("Spirent" "the Company" or "the Group") (LSE: SPT; NYSE: SPM), a leadingcommunications technology company, has considered and rejected a proposal fromSherborne Investors GP, LLC ("Sherborne") to remove the Company Chairman, theChairman of the Audit Committee and the Chairman of the Remuneration Committeeand to replace them with four Sherborne nominees. The consequent composition ofthe Spirent Board proposed by Sherborne would comprise four Sherborne nominees(led by Mr Bramson of Sherborne who would become Chairman), one Lexa BV nominee,two independent non-executive directors and two executive directors. The Board of Spirent does not believe it is in shareholders' interests toaccept the proposal which would cede de facto control of the Company toSherborne without shareholders being offered a premium for control or having anopportunity to vote on the proposed change. In addition, the proposal wouldbreach a number of the key principles of the Combined Code on CorporateGovernance. The Board of Spirent is committed to maximising value for all shareholdersand has made clear that it would welcome input from Sherborne as a majorinvestor. It has therefore offered Sherborne two seats on the Spirent Board, oneas Deputy Chairman and one as Chairman of the Audit Committee. This offer hasbeen rejected by Sherborne on the grounds it would not give them sufficientcontrol over the Company. Sherborne has indicated that it may in the future take such other actionsas they deem appropriate including requisitioning an Extraordinary GeneralMeeting of the Company pursuant to which Sherborne could seek representation onSpirent's Board of Directors. Current trading As indicated in the Company's statement on 5th October 2006, Spirentcontinues to focus on delivering its margin improvement targets. The tradingenvironment remains highly competitive, exacerbated in the case of ServiceAssurance by production issues at a component supplier and, in the case ofSystems, by the recently announced reductions in Medicare Funding in the US. Theoutcome for the full year will, as in recent years, be dependent on performancethrough the fourth quarter as a whole. John Weston, Chairman of Spirent said: "The Board of Spirent does not believe it is in shareholders' interests toaccept the proposal which would cede de facto control of the Company toSherborne without all shareholders being offered a premium for control or havingan opportunity to vote on the proposed change." - ends - For further information please contact: Reg Hoare Smithfield +44 (0)20 7360 4900Angus Maitland Maitland +44 (0)20 7379 5151 Notes to editors: Sherborne has previously notified Spirent that it holds 130,250,000 sharesin the Company, representing 14.68% of the issued share capital and Lexa BV haspreviously notified Spirent that it held 120,000,000 shares in the Company,representing 13.52% of the issued share capital. About Spirent Communications plc Spirent Communications plc is a leading communications technology companyfocused on delivering innovative systems and services to meet the needs ofcustomers worldwide. We are a global provider of performance analysis andservice assurance solutions that enable the development and deployment ofnext-generation networking technologies such as broadband services, Internettelephony, 3G wireless and web applications and security testing. The Systemsgroup develops power control systems for specialist electrical vehicles in themobility and industrial markets. Further information about SpirentCommunications plc can be found at www.spirent.com. Spirent Communications plc Ordinary shares are traded on the London StockExchange (ticker: SPT) and on the New York Stock Exchange (ticker: SPM; CUSIPnumber: 84856M209) in the form of American Depositary Shares ("ADS"),represented by American Depositary Receipts, with one ADS representing fourOrdinary shares. Spirent and the Spirent logo are trademarks or registered trademarks ofSpirent Communications plc. All other trademarks or registered trademarksmentioned herein are held by their respective companies. All rights reserved. This press release may contain forward-looking statements (as that term isdefined in the United States Private Securities Litigation Reform Act of 1995)based on current expectations or beliefs, as well as assumptions about futureevents. You can sometimes, but not always, identify these statements by the useof a date in the future or such words as "will", "anticipate", "estimate","expect", "project", "intend", "plan", "should", "may", "assume" and othersimilar words. By their nature, forward-looking statements are inherentlypredictive and speculative and involve risk and uncertainty because they relateto events and depend on circumstances that will occur in the future. You shouldnot place undue reliance on these forward-looking statements, which are not aguarantee of future performance and are subject to factors that could cause ouractual results to differ materially from those expressed or implied by thesestatements. The Company undertakes no obligation to update any forward-lookingstatements contained in this press release, whether as a result of newinformation, future events or otherwise. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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