REG - Spire Healthcare Grp - Update on Strategic Review

Spire HealthcareAnnouncement

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RNS Number : 5735X  Spire Healthcare Group PLC  23 March 2026

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

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 March 2026

Spire Healthcare Group plc

("Spire Healthcare", the "Company")

Update on Strategic Review

 

The Company notes the announcements made earlier today by each of Bridgepoint
and Triton. The Company can confirm today that conversations with each of
Bridgepoint and Triton in relation to a possible offer for the Company have
terminated.

The Board of Spire Healthcare remains in discussions with other parties in
relation to a potential sale of the Company. There can be no certainty that
any offer will be made for the Company nor as to the terms of any offer, if
made.

The Board and Management are also continuing to actively evaluate other
appropriate actions to drive long-term, sustainable shareholder value.

The Board will make a further announcement on this matter in due course as
appropriate.

The Company remains in an "Offer Period" as defined in the
Code. Accordingly, the dealing disclosure requirements listed below will
continue to apply.

The person responsible for arranging the release of this announcement on
behalf of the Company is Mantraraj Budhdev, Group General Counsel and
Company Secretary.

 

ENQUIRIES:

For further information please contact:

 

Spire Healthcare Group
plc
 

Harbant Samra, Chief Financial Officer
                                    0800 169 1777
 

Brunswick (Communications adviser)

Simon Sporborg / Ayesha Bharmal
                                      +44 20 7404 5959

 

Rothschild & Co (Lead financial adviser)

Hedley Goldberg / Thibault
Poirier
+44 (0)20 7280 5000

 

 

About Spire Healthcare

Spire Healthcare 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
Healthcare 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 Healthcare'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 Healthcare's inspected locations are rated 'Good,'
'Outstanding' or the equivalent by health inspectors in England, Wales and
Scotland.

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

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 Healthcare and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Spire Healthcare 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
(http://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.

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 Healthcare 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 Healthcare 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 Healthcare 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 Healthcare, 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 Healthcare believe
that the expectations reflected in such forward-looking statements are
reasonable, Spire Healthcare 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 Healthcare 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 Healthcare, 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 Healthcare is under no obligation, and Spire Healthcare 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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