On 14 May 2026, Spire Healthcare Group Plc announced that the Company had received a revised non-binding proposal from funds advised by Toscafund Asset Management LLP, the Company’s second largest shareholder, regarding a possible cash offer of 250 pence per Spire Healthcare share for the entire issued and to be issued ordinary share capital of Spire Healthcare. The Proposal includes an option for Spire Healthcare shareholders to elect for an unlisted rollover equity alternative in respect of some or all of their Spire Healthcare shares.
The announcement stated that the proposal is subject to the satisfaction or waiver of a number of customary pre-conditions, including completion of confirmatory due diligence and agreement of definitive transaction documentation.
The announcement also stated that, in accordance with Rule 2.6(a) of the Code, Toscafund was required, by not later than 5.00 p.m. (London time) on 11 June 2026, either to: (i) announce a firm intention to make an offer for the company in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for the company.
On 11 June 2026, to allow discussions between the company and Toscafund to continue to take place and to provide additional time for Toscafund to complete its due diligence and for definitive transaction documentation to be agreed, that deadline was extended with the consent of the Panel on Takeovers and Mergers to 5.00 p.m. (London time) on 25 June 2026.
Discussions between the parties and due diligence remain ongoing. Accordingly, the company has requested, and the Takeover Panel has consented to, a further extension to the deadline. Consequently, in accordance with Rule 2.6(a) of the Code, Toscafund is now required, by not later than 5.00 p.m. (London time) on 9 July 2026, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be further extended by the company with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
This announcement is being made with the approval of Toscafund.
In accordance with Rule 2.5(a) of the Code, Toscafund reserves the right to make an offer for Spire Healthcare at a lower value or on less favourable terms than the proposal and/or not to offer the unlisted rollover equity alternative: (i) with the agreement or recommendation of the Board; (ii) if a third party announces a firm intention to make an offer for Spire Healthcare which, at that date, is of a value less than the value of the proposal; or (iii) following the announcement by Spire Healthcare of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Spire Healthcare declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, Toscafund reserves the right to make an equivalent reduction to the proposal. Toscafund reserves the right to introduce other forms of consideration and/or vary the form or mix of consideration of any offer. Toscafund reserves the right to waive any pre-condition to the making of an offer.
There can be no certainty that any firm offer will be made even if the pre-conditions are satisfied or waived. A further announcement will be made in due course as appropriate.
