25th May 2007 09:25
Spirent Communications PLC25 May 2007 SPIRENT COMMUNICATIONS PLC VOLUNTARY DELISTING FROM THE NEW YORK STOCK EXCHANGE AND DEREGISTRATION FROM THE US SECURITIES AND EXCHANGE COMMISSION London, UK - 25 May 2007: Spirent Communications plc ("Spirent" or "the Company")(LSE: SPT; NYSE: SPM), a leading communications technology company,announces its intention to delist its American Depositary Shares ("ADS") fromthe New York Stock Exchange ("NYSE") and to deregister from the US Securitiesand Exchange Commission ("SEC"). The average daily trading volume of shares represented by Spirent's ADS is verysmall, accounting for 0.5% of the total number of Spirent Ordinary shares tradedin the most recent 12 month period. In light of this level of trading activityand the recent adoption of new rules by the SEC regarding the termination ofreporting obligations under US securities laws, Spirent believes that theadministrative burden and increasing costs associated with maintaining itslisting on the NYSE and the reporting requirements necessary for itsregistration with the SEC under the US Securities Exchange Act of 1934 ("theExchange Act") outweigh the benefits to Spirent and its shareholders. Spirent intends to maintain its American Depositary Receipt facility with TheBank of New York as a Level 1 Programme. This means that the Company's ADS willbe traded in the US over-the-counter ("OTC") market with effect from 15 June2007. The Company's Ordinary shares will continue to trade on the London StockExchange. Although Spirent wishes to reduce the costs and complexity of complying with theUS securities regulations, it remains fully committed to its business operationsin the United States and also to maintaining high standards of corporategovernance and transparency toward its shareholders. Through its listing on theLondon Stock Exchange, Spirent will remain subject to the listing rules, theprospectus rules and the disclosure and transparency rules made by the UKLA andto the Combined Code on Corporate Governance. Spirent expects that its application for delisting from the NYSE will besubmitted so as to become effective on 14 June 2007 and that it will submit itsapplication to the SEC to terminate its Exchange Act reporting obligations witheffect from 4 June 2007. - ends - EnquiriesEdward Bramson, Executive Chairman Spirent Communications plc +44 (0)1293 767676Eric Hutchinson, Chief Financial Officer Andrew Dowler/Harriet Keen Financial Dynamics +44 (0)20 7831 3113 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 of SpirentCommunications plc. All other trademarks or registered trademarks mentionedherein 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. Such factors include, but are not limited to: the extent to whichcustomers continue to invest in next-generation technology and deploy advancedIP-based services; our ability to manage a significant transition in productrevenues to new product solutions incorporating latest technology; theimplementation of the operating review; the outcome of the business review; ourability to successfully expand our customer base; continuing variable marketconditions; pace of economic recovery; our ability to improve efficiency,achieve the benefits of our cost reduction goals and adapt to economic changesand other changes in demand or market conditions; our ability to develop andcommercialise new products and services, extend our existing capabilities in IPservices and expand our product offering internationally; our ability to attractand retain qualified personnel; the effects of competition on our business;fluctuations in exchange rates and heavy exposure to the US dollar; changes inthe business, financial condition or prospects of one or more of our majorcustomers; risks of doing business internationally; risks relating to theacquisition or sale of businesses and our subsequent ability to integratebusinesses; our reliance on proprietary technology; our exposure to liabilitiesfor product defects; our reliance on third party manufacturers and suppliers;and other risks described from time to time in Spirent Communications plc'sSecurities and Exchange Commission periodic reports and filings. The Companyundertakes no obligation to update any forward-looking statements contained inthis press release, whether as a result of new information, future events orotherwise. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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