UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2004
SPIRENT plc
_____________________________________________________________________
(Translation of registrant's name into English)
Spirent House, Crawley Business Quarter, Fleming Way, Crawley, West Sussex
RH10 9QL, UK.
_____________________________________________________________________
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
836 - 1 October 2004
SPIRENT PLC
NOTICE OF EXTRAORDINARY GENERAL MEETING IN RESPECT OF PROPOSED ELIMINATION OF
DEFICIT IN DISTRIBUTABLE RESERVES
Spirent plc (LSE: SPT; NYSE: SPM), a leading communications technology company,
today announces that it has initiated the process required to effect the
elimination of the deficit in its distributable reserves.
The proposal will involve the cancellation of the Company's share premium
account and capital redemption reserve (the 'Cancellation') in order to
eliminate the deficit in the Company's distributable reserves. The Cancellation
is subject to shareholder approval at an Extraordinary General Meeting ('EGM')
to be held on 26 October 2004 and an order of the High Court. The effect of the
Cancellation will be to put the Company in a position where it could pay
dividends out of future distributable profits. However, the Company's current
borrowing terms prohibit it from paying a dividend until certain financial
requirements are satisfied. No decision has been taken by the Board to resume
dividend payments and any decision to be taken in the future will be made after
due consideration of all relevant circumstances including trading conditions,
the availability of cash and any alternative opportunities.
A circular containing the Notice convening the EGM in respect of the
Cancellation has been sent to the Company's shareholders today.
Commenting, Anders Gustafsson, Chief Executive, said:
"We have been working towards putting the Company on a more conventional
financial footing and this process will enable Spirent to manage its capital
base more effectively."
Two copies of the circular to shareholders, including the Notice of EGM and the
Form of Proxy, have been submitted to the UK Listing Authority and will shortly
be available for inspection at the UK Listing Authority's Document Viewing
Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
- ends -
Enquiries
Anders Gustafsson, Chief Executive Spirent plc +44 (0)1293 767676
Eric Hutchinson, Finance Director
Investor Relations
Catherine Nash Spirent plc +44 (0)1293 767676
Media
Tom Buchanan/Rupert Young Brunswick +44 (0)20 7404 5959
About Spirent
Spirent is a leading communications technology company focused on delivering
innovative systems and services to meet the needs of customers worldwide. We
are a global provider of performance analysis and service assurance solutions
that enable the development and deployment of next-generation networking
technologies such as broadband services, Internet telephony, 3G wireless and web
applications and security testing. Our Network Products business is a developer
and manufacturer of innovative solutions for fastening, identification,
protection and connectivity in electrical and communications networks marketed
under the global brand HellermannTyton. The Systems group comprises PG Drives
Technology which develops power control systems for specialist electrical
vehicles in the mobility and industrial markets. Further information about
Spirent plc can be found at www.spirent.com
Spirent Ordinary shares are traded on the London Stock Exchange (ticker: SPT)
and on the New York Stock Exchange (ticker: SPM; CUSIP number: 84856M209) in the
form of American Depositary Shares (ADS), represented by American Depositary
Receipts, with one ADS representing four Ordinary shares.
Spirent and the Spirent logo are trademarks or registered trademarks of Spirent
plc. All other trademarks or registered trademarks mentioned herein are held by
their respective companies. All rights reserved.
This press release may contain forward-looking statements that are based on
current expectations or beliefs, as well as assumptions about future events. By
their nature, forward-looking statements are inherently predictive, speculative
and involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. You should not place undue
reliance on these forward-looking statements, which are not a guarantee of
future performance and are subject to factors that could cause our actual
results to differ materially from those expressed or implied by these
statements. These risks include the risks described from time to time in
Spirent plc's Securities and Exchange Commission periodic reports and filings.
The Company undertakes no obligation to update any forward-looking statements
contained in this press release, whether as a result of new information, future
events or otherwise.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
______LUKE THOMAS______
(Registrant)
Date 01 October 2004 By ____/s/ Luke Thomas____
(Signature)*