REG - Spirent Comms. PLC Keysight Technologs. - Declaration of Permitted and Additional Dividend

Keysight TechnologiesAnnouncement

26/06/2025 09:00

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RNS Number : 4581O  Spirent Communications PLC  26 June 2025

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
(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.

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/
(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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