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.

Notice related to financial advisers

Rule 26.1 disclosure

Additional Information

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.