REG - Spire Healthcare Grp - Response to speculation

Spire HealthcareAnnouncement

19/09/2025 07:00

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RNS Number : 9639Z  Spire Healthcare Group PLC  18 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 September 2025

Spire Healthcare Group plc ("Spire", the "Company")

Response to speculation

The Board of Spire notes the recent media speculation.

As announced at the Company's results for the six months ended 30 June 2025,
the Board is pleased with the progress made in implementing strategic and
efficiency initiatives but believes that these, together with Spire's freehold
property and a well invested asset base, are not yet reflected by the market
in full. The Board therefore continues to actively evaluate appropriate action
that could drive long term shareholder value.

As part of this, the Company confirms that it is working actively with its
lead financial adviser Rothschild & Co and has commenced a process to hold
discussions with a number of parties in relation to a range of potential
options, which may include (but is not limited to) a potential sale of the
Company. This process is highly preliminary and no decision has been made
regarding whether any such option will be pursued at this stage.

There can be no certainty either that any offer will be made for the Company
nor as to the terms of any offer, if made. The Company is not in receipt of
any approaches and is not in discussions with any parties in respect of a
potential sale of the Company at the time of this announcement.

The Board will make a further announcement in due course.

Code dispensations

The Takeover Panel Executive has granted a dispensation from the requirements
of Rules 2.4(a) and 2.4(b) of the Code such that Spire is not required to
identify in this announcement any potential offeror with which the Company is
in talks, or from which an approach has been received, unless that potential
offeror is specifically identified in any rumour or speculation.

As a consequence of this announcement, Spire is now in an "offer period" as
defined in the Code and the attention of Spire shareholders is drawn to the
dealing disclosure requirements of Rule 8 of the Code, which are summarised
below.

 

ENQUIRIES:

The person responsible for making this announcement is: Mantraraj Budhdev,
Group General Counsel and Company Secretary

For further information please contact:

 Spire Healthcare Group plc                                             0800 169 1777

 Amie Gramlick, Director of Investor Relations and Commercial Finance
 Instinctif Partners                                                    +44 (0) 20 7457 2020

 Julian Walker

 Tim Pearson
 Rothschild & Co (Lead financial adviser)                               +44 (0)20 7280 5000

 Hedley Goldberg / Thibault Poirier

 

 

About Spire

Spire is a leading independent healthcare group in the United Kingdom, running
38 hospitals and over 50 clinics, medical centres and consulting rooms across
England, Wales and Scotland. It operates a network of private GPs and provides
occupational health services to over 800 corporate clients.

Working in partnership with over 8,700 experienced consultants, Spire
delivered tailored, personalised care to over 1 million inpatients,
outpatients and daycase patients, and occupational health programme clients,
and is the leading private provider, by volume, of knee and hip operations in
the United Kingdom. It also delivers a range of private and NHS mental health,
musculoskeletal and dermatological services under the Vita Health Group brand.

Spire's well-located and scalable hospitals have delivered successful and
award-winning outcomes, positioning the group well with patients, consultants,
the NHS, GPs and Private Medical Insurance ('PMI') providers. 98% of Spire's
inspected locations are rated 'Good,' 'Outstanding' or the equivalent by
health inspectors in England, Wales and Scotland.

Spire is listed on the London Stock Exchange and is a member of the FTSE 250.

Inside Information

The information contained within this announcement is deemed by Spire to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Notice related to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Spire and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Spire for providing the protections afforded to its clients
or for providing advice in connection with the subject matter 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(s), 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 www.spirehealthcare.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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Spire confirms that as at the close
of business on 17 September 2025 its issued share capital consisted of
402,759,599 ordinary shares of 1 pence each. The International Securities
Identification Number for Spire's ordinary shares is GB00BNLPYF73. Spire does
not hold any ordinary shares in treasury.

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 release, publication
or distribution of this announcement in jurisdictions other than 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 Spire who are not resident in the United Kingdom
will need to inform themselves about, and observe any applicable requirements.

Forward looking statements

This announcement, oral statements made regarding potential strategic actions
or initiatives, and other information published by Spire may contain
statements which are, or may be deemed to be, "forward-looking statements.
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Spire about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from
the future results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include statements
relating to the expected effects of potential strategic actions or initiatives
on Spire, the expected timing and scope of potential strategic actions or
initiatives and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Spire believe that the expectations
reflected in such forward-looking statements are reasonable, Spire can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include uncertainties involved in the integration of
acquisitions and new developments, changes in legislation and/or the
regulatory regime governing healthcare in the UK, poor performance by
consultants who practice at our facilities, unexpected regulatory actions or
suspensions, competition in general, the impact of global economic changes,
risks arising out of health crises and pandemics, changes in tax rates, future
business combinations or dispositions, and Spire and its group undertakings'
ability to obtain or maintain accreditation or approval for its facilities or
service lines. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors. Spire, nor any of its respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA),
Spire is under no obligation, and Spire expressly disclaims any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

No statement in this announcement is intended as a profit forecast or profit
estimate.

 

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