REG - Spire Healthcare Grp - Statement regarding possible offer

Spire HealthcareAnnouncement

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RNS Number : 2397E  Spire Healthcare Group PLC  14 May 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 IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

14 May 2026

 

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

Statement regarding possible offer

As part of the ongoing strategic review and following the announcement on 20
March 2026 that the Board of Spire Healthcare (the "Board") remained in
discussions in relation to a potential sale of the Company, the Board confirms
that it has received a non-binding proposal (the "Proposal") from funds
advised by Toscafund Asset Management LLP ("Toscafund"), 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 "Possible Cash Offer"). 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 Proposal follows a number of earlier proposals from Toscafund to the Board
regarding a possible offer for Spire Healthcare submitted in the context of
the strategic review.

The Proposal is subject to a number of customary pre-conditions, including
completion of confirmatory due diligence and agreement of definitive
transaction documentation.

Over multiple years Spire Healthcare has made significant progress in
strengthening care quality, diversifying revenue streams and driving
efficiencies. These actions have supported adjusted free cash flow to grow at
a CAGR of 32% and ROCE from 6.2% to 8.0% between FY22 and FY25. The Board
remains highly confident in Spire Healthcare's standalone strategy and the
value creation opportunity. However, the Board has carefully considered the
Proposal together with its advisers and has concluded that the Possible Cash
Offer is at a value that the Board would be minded to recommend unanimously to
Spire Healthcare shareholders, should a firm intention to make an offer
pursuant to Rule 2.7 of the Code be announced on such financial terms, subject
to agreement of the other terms of the offer and definitive transaction
documentation. Accordingly, the Board is in discussions with Toscafund in
relation to these terms and Toscafund is in the process of undertaking its
confirmatory due diligence. These discussions are currently at a relatively
early stage.

In accordance with Rule 2.6(a) of the Code, Toscafund is required, by not
later than 5.00 p.m. on 11 June 2026, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for the Company, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers 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 (other
than Spire Healthcare's announced final dividend for the year ending 31
December 2025 of 1.5 pence per share), 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.

There can be no certainty that any firm offer for the Company will be made.

In the meantime, the Company continues to execute its existing strategy,
taking on board insights already gained through the strategic review to grow
its integrated healthcare business, with a focus on growing private payor
revenues, maintaining capital discipline, driving value from the integration
of Hospital and Primary Care through its proven referral model, and delivering
further cost efficiencies, building on those successfully delivered in prior
years.

A further announcement will be made in due course.

The person responsible for making this announcement 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 (0)20 7404 5959
 Rothschild & Co (Lead financial adviser)

 Hedley Goldberg / Thibault Poirier                                         +44 (0)20 7280 5000
 Gleacher Shacklock (Joint financial adviser)

 Dominic Lee / Tim Shacklock / Jeremy Stamper                               +44 (0)20 7484 1150
 J.P. Morgan Cazenove (Joint financial adviser and joint corporate broker)

 James Mitford / Alia Malik / Nikhil Gondalia                               +44 (0)20 3439 8000
 Berenberg (Joint corporate broker)

 Toby Flaux / Ben Wright / Detlir Elezi                                     +44 (0)20 3207 7800
 About Spire Healthcare

Spire Healthcare (https://www.spirehealthcare.com/) is a leading, independent
healthcare group in the United Kingdom, running 38 hospitals and over 60
clinics across England, Wales and Scotland. Working in partnership with over
8,800 experienced consultants, Spire Healthcare delivered tailored,
personalised care to over 1.36 million inpatients, outpatients and day case
patients, and workplace health clients, in 2025. It is the leading private
provider, by volume, of knee
(https://www.spirehealthcare.com/treatments/bones-and-joints/knee-replacement/)
and hip
(https://www.spirehealthcare.com/treatments/bones-and-joints/hip-replacement-surgery/)
operations in the United Kingdom.

It operates a network of private GPs and provides workplace health services to
over 1,400 employers. It also delivers a range of private, NHS and
employer-funded mental health, musculoskeletal and dermatological services,
and is the largest independent provider of NHS talking therapies in England.

Spire Healthcare's almost 100 well-located clinical sites deliver
award-winning care for self-pay patients, the NHS, employers 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.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting exclusively
as financial adviser to Spire Healthcare and no one else in connection with
the subject matter of this announcement and shall not be responsible to anyone
other than Spire Healthcare for providing the protections afforded to clients
of Gleacher Shacklock nor for providing advice in connection with the subject
matter of this announcement or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting as financial adviser exclusively for Spire Healthcare and no one else
in connection with the matters referred to in this announcement, will not
regard any other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than Spire
Healthcare for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, or for providing advice in connection with the
matters referred to in this announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Spire Healthcare and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Spire Healthcare for providing the protections afforded to clients
of Berenberg, or for providing advice in connection with any matter referred
to herein.

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/) , (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.

Sources and bases

References to adjusted free cash flow and ROCE between FY22 and FY25 are based
on figures for adjusted free cash flow and ROCE in Spire Healthcare's annual
reports and accounts for the financial years ended 31 December 2022 and 31
December 2025.

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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