Further extension of the PUSU Deadline

On 14 May 2026, the Company announced that it 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 "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.

As set out in the Company's announcement on 25 June 2026, in accordance with Rule 2.6(a) of the Code, Toscafund is currently required, by not later than 5.00 p.m. (London time) on 9 July 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.

Toscafund has confirmed to the Board that its due diligence process is well advanced and that it continues to work towards the announcement of a 250 pence per Spire Healthcare share recommended offer. Toscafund has also updated the Board on the progress that it has been making on other aspects of the Cash Offer. Given the progress being made on due diligence and transaction documentation, Toscafund requested that the Board grants a further extension to enable it to finalise its financing arrangements, which are also well advanced and include seeking a private credit rating.

In light of this request, the Board, having considered the confirmation that Toscafund's due diligence is well advanced, the confirmation by Toscafund that it continues to work towards an announcement of the Cash Offer at a price of 250 pence per Spire Healthcare share, the material progress made in negotiation of definitive transaction documents and the progress made by Toscafund in respect to its financing, has therefore requested, and the Takeover Panel has consented to, a further extension to the PUSU Deadline.

Consequently, in accordance with Rule 2.6(a) of the Code, Toscafund is now required, by not later than 5.00 p.m. (London time) on 6 August 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.

Notice related to financial advisers

Rule 26.1 disclosure

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