Extension to deadline

On 14 May 2026, the Company announced that the Company had received a revised 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 "Announcement"). 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 Announcement stated that the Proposal is subject to the satisfaction or waiver of a number of customary pre-conditions, including completion of confirmatory due diligence and agreement of definitive transaction documentation.

The Announcement also stated that, in accordance with Rule 2.6(a) of the Code, Toscafund was required, by not later than 5.00 p.m. (London time) on 11 June 2026 (the "PUSU Deadline"), either to: (i) announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for the Company, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies.

Discussions and due diligence are ongoing between the Company and Toscafund. To allow further time for these discussions to continue to take place and to provide additional time for Toscafund to complete its due diligence and for definitive transaction documentation to be agreed, the Board of Spire Healthcare has requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to the PUSU Deadline.

Consequently, in accordance with Rule 2.6(a) of the Code, Toscafund is now required, by not later than 5.00pm on 25 June 2026, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be further extended by the Company with the consent of the Takeover Panel, 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. Toscafund reserves the right to waive any pre-condition to the making of an offer.

Notice related to financial advisers

Rule 26.1 disclosure

Additional Information