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Further extension of the PUSU Deadline
Spire Healthcare Group plc announced a further extension to the PUSU Deadline concerning a possible cash offer from Toscafund Asset Management LLP at 250 pence per share, with an option for a rollover equity alternative. Toscafund's due diligence is advanced, and financing arrangements are progressing, leading to the Takeover Panel consenting to extend the deadline to August 6, 2026. Toscafund continues to work towards a recommended offer, though it reserves the right to alter terms or withdraw the offer under specific circumstances. Disclaimer*
About this update from Spire Healthcare Group Plc
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 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 EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 9 July 2026 Spire Healthcare Group plc ("Spire Healthcare", the "Company") 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. 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. 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 it...
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