Source - LSE Regulatory
RNS Number : 2218H
Spirent Communications PLC
18 March 2024
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

SPIRENT COMMUNICATIONS PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

SPIRENT COMMUNICATIONS PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

15 MARCH 2024

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

3 & 1/3p ordinary shares in the Offeree

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

1.     INTERESTS HELD BY DIRECTORS OF SPIRENT COMMUNICATIONS PLCS AND THEIR CLOSE RELATIVES AND RELATED TRUSTS (EXCLUDING OPTIONS AND AWARDS SET OUT BELOW):

 

NAME

NUMBER OF ORDINARY SHARES

PERCENTAGE OF ISSUED ORDINARY SHARE CAPITAL (PER CENT.)[1]

Sir William Thomas

94,873

0.01

Edgar Masri

20,000

0.00

Eric Updyke

996,517

0.17

Gary Bullard

135,215

0.02

Jonathan Silver

100,000

0.01

Paula Bell

624,000

0.10

Margaret Buggie

20,458

0.00

 

2.     OPTIONS AND AWARDS HELD BY DIRECTORS OF SPIRENT COMMUNICATIONS PLC IN SPIRENT COMMUNICATIONS PLC SHARES:

 

NAME

NUMBER OF SHARES

AWARD

DATE OF AWARD

EXERCISE PRICE

VESTING DATE & EXPIRY DATE

Paula Bell

74,715 (including 4,388 shares received under the Company's DRIP)

Deferred Bonus Plan

10 March 2022

nil

10 March 2025

62,984 (including 2,352 shares received under the Company's DRIP)

Deferred Bonus Plan

15 March 2023

nil

15 March 2026

15,743

Deferred Bonus Plan

15 March 2024

nil

15 March 2027

279,373

Long Term Incentive Plan (subject to performance assessment)

16 March 2022

nil

16 March 2025

395,192

Long Term Incentive Plan (subject to performance assessment)

15 March 2023

nil

15 March 2026


396,746

Long Term Incentive Plan (subject to performance assessment)

15 March 2024

nil

15 March 2027

Eric Updyke

139,423 (including 8,189 shares received under the Company's DRIP)

Deferred Bonus Plan

10 March 2022

nil

10 March 2025

114,801 (including 4,288 shares received under the Company's DRIP)

Deferred Bonus Plan

15 March 2023

nil

15 March 2026

30,828

Deferred Bonus Plan

15 March 2024

nil

15 March 2027

500,011

Long Term Incentive Plan (subject to performance assessment)

16 March 2022

nil

16 March 2025

833,472

Long Term Incentive Plan (subject to performance assessment)

15 March 2023

nil

15 March 2026


797,291

Long Term Incentive Plan (subject to performance assessment)

15 March 2024

nil

15 March 2027

 

3.     INTERESTS AND SHORT POSITIONS OF SPIRENT COMMUNICATIONS PLC CONNECTED ADVISERS IN ORDINARY SHARES OF SPIRENT COMMUNICATIONS PLC

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

18 MARCH 2024

Contact name:

Angus Iveson
Company Secretary & General Counsel

Telephone number:

+44 (0) 1293 76 7676

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 



[1]               Rounded down to two decimal places.  

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