Spire Healthcare - Application of Rule 4.2(c)
Takeover Panel
11 September 2026
2026/12
SPIRE HEALTHCARE GROUP PLC(“SPIRE”)
TULIP UK BIDCO LIMITED (“BIDCO”) (A NEWLY FORMED COMPANY TO BE INDIRECTLY OWNED BY A CONSORTIUM (THE “CONSORTIUM”) INCLUDING FUNDS MANAGED OR ADVISED BY (I) TOSCAFUND ASSET MANAGEMENT LLP (“TOSCAFUND”); (II) THCP ADVISORY LIMITED; AND (III) ARES MANAGEMENT LIMITED)
On 14 May 2026, Spire announced that it had received a non-binding proposal from Toscafund regarding a possible cash offer of 250 pence per Spire share.
On 5 September 2026, Spire and Bidco announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of Spire that the Consortium did not already own.
On 9 September 2026, Bridgemere Securities Limited (“Bridgemere”), a person acting in concert with Bidco, announced the sale of 22,435,739 Spire shares, representing approximately 5.57 per cent. of the existing issued share capital of Spire, at a price of 245 pence per Spire share (the “Sale”).
Rule 4.2 of the Takeover Code states that, during an offer period, neither an offeror nor any person acting in concert with it may sell any securities in the offeree company except with the prior consent of the Panel and following 24 hours’ public notice that such sales might be made. The consent of the Panel was not obtained prior to the Sale and 24 hours’ public notice was not provided.
The Panel Executive has concluded that, as a result of the Sale, the restrictions set out in Rule 4.2(c) will apply to Bidco and accordingly that: (a) neither Bidco nor any person acting in concert with it may acquire an interest in any securities of Spire; and (b) Bidco may not revise its offer other than in exceptional circumstances and only with the prior consent of the Panel.
Each of Spire and Bidco has accepted this ruling.
11 September 2026
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