Form 8 (OPD) - Spire Healthcare Group plc
Spire Healthcare Group PLC, the offeree in a takeover situation, disclosed its position in its own 1p ordinary shares as of September 30, 2025. The company holds no relevant securities, cash-settled derivatives, or stock-settled derivatives. Directors of Spire and their connected persons have interests totaling 1,395,609 ordinary shares, representing 0.35% of the issued share capital. CEO Justin Ash holds 1,300,459 shares (0.32%), while CFO Harbant Samra holds 55,077 shares (0.01%). Additionally, Justin Ash has options for 2,488,654 ordinary shares under various long-term incentive and deferred bonus plans, and Harbant Samra has options for 941,719 ordinary shares under similar plans. No indemnity or option arrangements exist, nor are there agreements relating to options or derivatives.
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Rules 8.1 and 8.2 of the Takeover Code (the "Code")
KEY INFORMATION
| (a) Full name of discloser: | Spire Healthcare Group plc ("Spire") |
| (d) Is the discloser the offeror or the offeree? | Offeree |
| (e) Date position held: The latest practicable date prior to the disclosure | 30 September 2025 |
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Class of relevant security: | 1p ordinary shares | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
| (2) Cash-settled derivatives: | NIL | - | NIL | - |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
| TOTAL: | NIL | - | NIL | - |
All interests and all short positions should be disclosed.
Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
- POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Spire directors and their connected persons (a) The following directors of Spire and their connected persons have the interests in Spire set out below: Name Position Number of ordinary shares Percentage of Spire issued share capital (to two decimal places) Justin Ash Chief Executive Officer 1,300,459 0.32% Sir Ian Cheshire Non-Executive Chairman 8,846 0.00% Peter White Connected person of Debbie White (Senior Independent Director) 26,316 0.00% Harbant Samra Chief Financial Officer 55,077 0.01% Jenny Kay Independent Non-Executive Director 4,911 0.00% Total 1,395,609 0.35% (b) The following directors of Spire have rights to the scheme interests set out below: Justin Ash, Chief Executive Officer Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date 2021 Long Term Incentive Plan 547,061 18 March 2021 0 18 March 2024** 17 March 2031 2022 Long Term Incentive Plan 330,708 14 March 2022 0 14 March 2025** 13 March 2032 2023 Long Term Incentive Plan 541,661* 15 March 2023 0 15 March 2026** 14 March 2033 2023 Deferred Share Bonus Plan 116,473 15 March 2023 0 15 March 2026 14 March 2033 2024 Long Term Incentive Plan 542,575* 14 March 2024 0 14 March 2027** 13 March 2034 2024 Deferred Share Bonus Plan 152,786 14 March 2024 0 14 March 2027 13 March 2034 2025 Long Term Incentive Plan 759,173* 27 March 2025 0 27 March 2028** 26 March 2035 2025 Deferred Share Bonus Plan 65,896 13 March 2025 0 13 March 2028 12 March 2035 Harbant Samra, Chief Financial Officer Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date 2023 Long Term Incentive Plan 131,634* 15 March 2023 0 15 March 2026 14 March 2033 2024 Long Term Incentive Plan 320,675* 15 May 2024 0 14 March 2027** 13 March 2034 2025 Long Term Incentive Plan 436,681* 27 March 2025 0 27 March 2028** 26 March 2035 2025 Long Term Incentive Plan 28,729* 19 June 2025 0 27 March 2028** 26 March 2035 2025 Deferred Share Bonus Plan 24,730 13 March 2025 0 13 March 2028 12 March 2035 Notes: * Subject to satisfaction of performance conditions. ** Subject to a two-year holding period following the stated vesting date.
- OTHER INFORMATION
- Indemnity and other dealing arrangements
None
- Agreements, arrangements or understandings relating to options or derivatives
None
Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 1 October 2025 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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