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 November, 2006
SPIRENT COMMUNICATIONS 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- ________
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 leading
communications technology company, has considered and rejected a proposal from
Sherborne Investors GP, LLC ("Sherborne") to remove the Company Chairman, the
Chairman of the Audit Committee and the Chairman of the Remuneration Committee
and to replace them with four Sherborne nominees. The consequent composition of
the 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 to
accept the proposal which would cede de facto control of the Company to
Sherborne without shareholders being offered a premium for control or having an
opportunity to vote on the proposed change. In addition, the proposal would
breach a number of the key principles of the Combined Code on Corporate
Governance.
The Board of Spirent is committed to maximising value for all shareholders
and has made clear that it would welcome input from Sherborne as a major
investor. It has therefore offered Sherborne two seats on the Spirent Board, one
as Deputy Chairman and one as Chairman of the Audit Committee. This offer has
been rejected by Sherborne on the grounds it would not give them sufficient
control over the Company.
Sherborne has indicated that it may in the future take such other actions
as they deem appropriate including requisitioning an Extraordinary General
Meeting of the Company pursuant to which Sherborne could seek representation on
Spirent's Board of Directors.
Current trading
As indicated in the Company's statement on 5th October 2006, Spirent
continues to focus on delivering its margin improvement targets. The trading
environment remains highly competitive, exacerbated in the case of Service
Assurance by production issues at a component supplier and, in the case of
Systems, by the recently announced reductions in Medicare Funding in the US. The
outcome for the full year will, as in recent years, be dependent on performance
through the fourth quarter as a whole.
John Weston, Chairman of Spirent said:
"The Board of Spirent does not believe it is in shareholders' interests to
accept the proposal which would cede de facto control of the Company to
Sherborne without all shareholders being offered a premium for control or having
an opportunity to vote on the proposed change."
- ends -
For further information please contact:
Reg Hoare Smithfield +44 (0)20 7360 4900
Angus Maitland Maitland +44 (0)20 7379 5151
Notes to editors:
Sherborne has previously notified Spirent that it holds 130,250,000 shares
in the Company, representing 14.68% of the issued share capital and Lexa BV has
previously 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 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. The Systems
group develops power control systems for specialist electrical vehicles in the
mobility and industrial markets. Further information about Spirent
Communications plc can be found at www.spirent.com.
Spirent Communications plc 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 Communications 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 (as that term is
defined in the United States Private Securities Litigation Reform Act of 1995)
based on current expectations or beliefs, as well as assumptions about future
events. You can sometimes, but not always, identify these statements by the use
of a date in the future or such words as "will", "anticipate", "estimate",
"expect", "project", "intend", "plan", "should", "may", "assume" and other
similar words. By their nature, forward-looking statements are inherently
predictive and 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. 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.
______MICHAEL ANSCOMBE______
(Registrant)
Date: 15 November, 2006 By ____/s/ Michael Anscombe____
(Signature)*