Spire Healthcare publishes scheme document for Tulip UK Bidco acquisition

For best results when printing this announcement, please click on link below: RNS Number: 8121W Spire Healthcare Group PLC 29 September 2026 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 29 September 2026 Final* Recommended Acquisition of Spire Healthcare Group plc (“Spire” or the “Company”) by Tulip UK Bidco Limited (“Bidco”) (a newly formed company indirectly owned by a consortium including: (i) funds managed or advised by Toscafund Asset Management LLP; (ii) funds managed or advised by THCP Advisory Limited; and (iii) funds managed or advised by Ares Management Limited) to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 PUBLICATION OF THE SCHEME DOCUMENT AND PROPOSED TOPCO ARTICLES On 5 September 2026, the Spire Directors and Bidco Board announced that they had reached agreement on the terms of a recommended final  (#_ftn1) cash offer, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Spire that the Consortium does not already own (the “Acquisition”).

The Acquisition is intended to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). The Spire Directors are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the “Scheme Document”), has been published today by Spire.

The Scheme Document contains, among other things, a letter from the Chair of Spire, an explanatory statement pursuant to section 897 of the Companies Act 2006, the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, together with the related Forms of Proxy, the Form of Election in relation to the Alternative Offer, and details of the actions to be taken by Spire Shareholders. Copies of this announcement, the Scheme Document and related documentation will be made available, subject to certain restrictions relating to persons in, or resident in, Restricted Jurisdictions, on Spire’s website at and Bidco’s website at ( ).

The contents of Spire’s website and Bidco’s website are not incorporated into, and do not form part of, this announcement. A copy of the Scheme Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: ( ).

Hard copies of the Scheme Document (or, depending on the Spire Shareholders’ communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting and (in the case of any such Spire Shareholder that holds any Spire Shares in certificated form) a Form of Election are being sent to Spire Shareholders today, subject to restrictions relating to persons resident in or located in Restricted Jurisdictions. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

All references to times in this announcement are to London, United Kingdom times unless stated otherwise. * The financial terms of the Cash Offer and the Alternative Offer are final. Bidco may not revise the Cash Offer or the Alternative Offer other than in exceptional circumstances and only with the prior consent of the Panel. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to obtaining the consent of the Panel and subject to the terms of the Co-operation Agreement.

Notices of the Court Meeting and General Meeting As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting, the passing of the Resolution by Spire Shareholders at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document. Notices of the Court Meeting and the General Meeting, which will be held at 3 Dorset Rise, London, EC4Y 8EN on 30 October 2026 are set out in the Scheme Document. m.

m. (or as soon thereafter as the Court Meeting has concluded or been adjourned). It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders.

Whether or not you intend to attend the Court Meeting and/or the General Meeting in person, please sign and return your Forms of Proxy, or deliver your voting instructions by one of the other methods mentioned in the Scheme Document, or if you hold your Spire Shares through the Equiniti Corporate Sponsored Nominee Service, by instructing the Equiniti Nominee in accordance with the Equiniti Nominee voting instruction, as soon as possible. Spire Shareholders are strongly encouraged to appoint the Chair of the Court Meeting as their proxy to cast their proxy rather than any other named person.

This will ensure that your vote will be counted if you (or any other proxy you might otherwise appoint) are not able to attend the Court Meeting. P. Morgan Cazenove as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. P.

Morgan Cazenove have taken into account the commercial assessments of the Spire Directors. Perella Weinberg is providing independent financial advice to the Spire Directors for the purposes of Rule 3 of the Code. The Spire Directors consider that the terms of the Cash Offer are in the best interests of Spire Shareholders as a whole. 4 per cent.

5 per cent. of the Scheme Shares, in each case as at the Latest Practicable Date. Spire Shareholders should read the Scheme Document in its entirety before making a decision with respect to the Scheme. Bidco is also separately making the Alternative Offer which Eligible Scheme Shareholders may elect for in respect of some or all of their Scheme Shares as an alternative to the Cash Consideration.

The Spire Directors have reviewed the terms of the Alternative Offer, but for the reason described in paragraph ‎16 of ‎Part I (Letter from the Chair of Spire Healthcare Group plc) of the Scheme Document, the Spire Directors are unable to form a view as to whether or not the terms of the Alternative Offer are fair and reasonable and accordingly are not making any recommendation to holders of Spire Shares in relation to the Alternative Offer. P.

Morgan Cazenove have identified certain key disadvantages and advantages of electing for the Alternative Offer which are set out in further detail in paragraph ‎16 of ‎Part I (Letter from the Chair of Spire Healthcare Group plc) of the Scheme Document. Spire Shareholders are strongly encouraged to take into account such disadvantages and advantages, and the investment considerations and risk factors set out in paragraph ‎4 of ‎Part II (Explanatory Statement) of the Scheme Document, as well as their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of some or all of their Spire Shares.

Spire Shareholders are also strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Spire Shareholders should also ascertain whether the acquiring or holding of any Alternative Offer Securities is permitted under and/or otherwise affected by the laws of the relevant jurisdiction in which they reside in considering whether Alternative Offer Securities are a suitable investment in light of their own particular circumstances and investment objectives.

Any decision to elect for the Alternative Offer should be based on such independent financial, tax and legal advice, and full consideration of the Scheme Document, together with the Topco Shareholders’ Agreement and the Proposed Topco Articles. Timetable The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement.

Subject to obtaining the approval of Scheme Shareholders at the Court Meeting, the Spire Shareholders at the General Meeting and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective during the final quarter of 2026 or the first quarter of 2027. If any of the key dates set out in the timetable change, Spire will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Spire’s website at ( ).

Information for participants in the Spire Share Schemes Participants in the Spire Share Schemes will be contacted separately regarding the effect of the Scheme on their rights under the Spire Share Schemes (and, where applicable, appropriate proposals will be made to participants in the Spire Share Schemes pursuant to Rule 15 of the Code (“Rule 15 Proposals”)). Revised Alternative Offer documentation Certain amendments have been made to the Original Proposed Topco Articles. The Original Proposed Topco Articles provided that the Consortium Investors would agree the formula pursuant to which the Topco A3 Ordinary Shares would convert into Topco Deferred Shares.

As that formula has now been agreed, certain amendments have been made to the Original Proposed Topco Articles to set out that formula in full in the Proposed Topco Articles. Copies of the Proposed Topco Articles will be made available, subject to certain restrictions relating to persons in, or resident in, Restricted Jurisdictions, on Spire’s website at and Bidco’s website at ( ). m. m.

(London time) Monday to Friday (except UK public holidays) on +44 (0) 371 384 2899 (please use the country code if calling from outside the UK). For deaf and speech impaired shareholders, Equiniti welcomes calls via Relay UK. Please see for more information. Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates.

Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice. P.

Morgan Cazenove (Joint financial adviser and joint corporate broker) +44 (0)20 3439 8000 James Mitford / Alia Malik / Nikhil Gondalia Berenberg (Joint corporate broker) +44 (0)20 3207 7800 Toby Flaux / Ben Wright / Detlir Elezi Brunswick (Communications adviser) +44 (0)20 7404 5959 Simon Sporborg / Ayesha Bharmal / Roman Girn Tulip UK Bidco Limited via Darblay Capital Darblay Capital (Lead financial adviser to Bidco and Toscafund) +44 (0)7824 341 868 Bob Morris / Louie Roberts Panmure Liberum (Joint financial adviser to Bidco) +44 (0)20 3100 2222 Tim Medak / Emma Earl / Euan Brown Tel: +44 (0) 20 3100 2222 Many Waters Capital (Debt adviser to Bidco) +44 (0)7411 872 993 Omer Nazir / Andrew Mantle / David McCaig Christina Robinson (Communications adviser to Bidco) +44 (0)7972 192 845 1 (#_ftnref2) The acquisition of Gleacher Shacklock LLP by Perella Weinberg Partners completed on 1 September 2026.

Important notices relating to financial advisers Darblay Capital Ltd (“Darblay Capital”), which is an appointed representative of Toscafund Asset Management LLP, which is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom, is acting exclusively as financial adviser to Bidco and Toscafund and no-one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than Bidco and Toscafund or their respective affiliates for providing the protections afforded to clients of Darblay Capital or its affiliates nor for providing advice in connection with any matter referred to in this announcement.

Neither Darblay Capital nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Darblay Capital or its affiliates in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Panmure Liberum for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

Neither Panmure Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement, any statement contained herein or otherwise.

Many Waters Capital Limited ("MWCap") is acting exclusively as debt adviser to Bidco and Toscafund and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Toscafund for providing the protections afforded to clients of MWCap for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

Neither MWCap nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of MWCap in connection with this announcement, any statement contained herein or otherwise. M.

Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Spire and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein.

Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Perella Weinberg UK III LLP (“Perella Weinberg”, formerly known as Gleacher Shacklock LLP, which was acquired by Perella Weinberg on 1 September 2026), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Spire and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of Perella Weinberg nor for providing advice in connection with any matter referred to herein.

Neither Perella Weinberg nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Spire in connection with this announcement, any statement contained herein, the Acquisition or otherwise. P. P. P.