99.92% of Shares Voted Back Consortium’s Spire Healthcare Takeover Resolution
Key Facts
A total of 99.92% of shares voted at Spire Healthcare’s general meeting backed the resolution for the proposed takeover by Tulip UK Bidco, in two votes held on 30 October 2026. The scheme was approved at the court meeting, while the related resolution was approved at the general meeting, according to voting results published through the London Stock Exchange. At the general meeting, 290,776,681 shares voted in favour of the resolution, against 233,851 opposing it, or 0.08% of shares voted. At the court meeting, 215,404,445 shares, or 99.90% of shares voted, supported the scheme, against 219,770 opposing it. The two shareholder approval conditions were therefore met, but the vote did not complete the takeover.
The deal remains conditional on satisfaction of the remaining conditions, including approval from the UK Financial Conduct Authority and the court’s sanction of the scheme, the company said in an announcement. Spire said the outcomes of the two meetings meant conditions 2(a) and 2(b) had been satisfied, while the other conditions remained outstanding. The scheme is intended to provide for Bidco to acquire the issued and issuable shares in Spire that are not owned by the consortium. Bidco is indirectly owned by a consortium comprising funds managed or advised by Toscafund, THCP Advisory and Ares Management. Shareholder approval is therefore a step in the transaction, with the scheme’s effectiveness still subject to completion of the regulatory and court requirements.
The approvals follow a strategic review and earlier proposals concerning a possible offer from Toscafund. Spire said the latest proposal followed a number of previous proposals submitted to the board. The board had considered the possible offer’s value sufficient to recommend it unanimously if a formal offer were made on the same financial terms. The company noted, however, that the other conditions and final documentation remained subject to agreement. In a separate disclosure, the Takeover Panel said a party acting in concert with Bidco sold 22,435,739 shares in Spire on 9 September 2026, equivalent to approximately 5.57% of the existing issued share capital, at 245 pence per share.
On performance, Spire reported revenue of 792.7 million pounds sterling in the six months ended 30 June 2026, compared with 796.7 million in the corresponding period of 2025. Adjusted earnings before interest, tax, depreciation and amortisation fell to 112.4 million pounds from 133.8 million. The company attributed the decline in earnings mainly to lower NHS activity, partly offset by continued cash generation and disciplined capital allocation. NHS activity revenue fell 14.3% in the first half; the decline was 24.9% in the first quarter before narrowing to 3.2% in the second quarter. The company linked the improved quarterly comparison to a reset of commissioning plans in April 2026.
By contrast, self-pay revenue rose 4.5% and private medical insurance revenue increased 3.1% in the first half of 2026. Primary care revenue rose 8.1% to 72.1 million pounds sterling, from 64.4 million a year earlier. Interim Chief Executive David Sloman said first-half performance demonstrated the company’s strength in self-pay and private medical insurance, and that NHS activity was in line with expectations, with “clarity on future volumes.” Spire also announced a new four-year strategic partnership with Bupa to expand care pathways in cancer, musculoskeletal health and women’s health. Net bank debt was 337.8 million pounds on 30 June 2026, compared with 356.7 million in the corresponding period, while leverage rose to 2.4 times from 2.2 times.
Spire said more than 95% of revenue associated with the NHS’s indicative activity plans for financial year 2026/27 had been agreed, giving it greater clarity on expected activity levels. In the market, the company’s shares closed at 88 pence on 30 October 2026, compared with 85.74 pence on 26 October. The next step in the deal remains conditional on the UK Financial Conduct Authority condition being met and the scheme receiving court approval. The voting results announcement did not specify a later date for completing these requirements. Shareholder approval therefore remains separate from completion of the takeover, which is still subject to the remaining conditions.