20th Jan 2015 12:10
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
Spire Healthcare Group plc
2. Reason for the notification (please state Yes/No):
An acquisition or disposal of voting rights:
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached:
An event changing the breakdown of voting rights: ( )
Other (please specify): Transfer of shares to 100% owned (in identical ratios) special purpose vehicle (Rozier Investments Limited Partnership)
3. Full name of person(s) subject to the notification obligation:
Cinven LimitedCinven S.A
4. Full name of shareholder(s) (if different from 3.):
FOURTH CINVEN FUND (NO.1) LIMITED PARTNERSHIP
FOURTH CINVEN FUND (NO.2) LIMITED PARTNERSHIP
FOURTH CINVEN FUND (NO.3-VCOC) LIMITED PARTNERSHIP
FOURTH CINVEN FUND (NO.4) LIMITED PARTNERSHIP
FOURTH CINVEN FUND (UBTI) LIMITED PARTNERSHIP
FOURTH CINVEN FUND FCPR
FOURTH CINVEN FUND CO-INVESTMENT PARTNERSHIP
FOURTH CINVEN (MACIF) LIMITED PARTNERSHIP
5. Date of the transaction (and date on which the threshold is crossed or reached if different): 19 January 2015
6. Date on which issuer notified: 20 January 2015
7. Threshold(s) that is/are crossed or reached: The funds listed in 4 are no longer the registered holder of any shares in Spire Healthcare Group plc. Rozier Investments Limited Partnership is the registered holder of the shares previously held by the funds listed in 4, amounting to 48.35% of the voting rights in Spire Healthcare Group plc
8. Notified details: | |||||||
A: Voting rights attached to shares viii, ix | |||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | |||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | |||
Direct | Direct xi | Indirect xii | Direct | Indirect | |||
ORDINARY ISIN: GB00BNLPYF73 | |||||||
FOURTH CINVEN FUND (NO.1) LIMITED PARTNERSHIP | 37,706,919 | 37,706,919 | 37,706,919 | 9.401% | |||
FOURTH CINVEN FUND (NO.2) LIMITED PARTNERSHIP
| 39,343,540 | 39,343,540 | 39,343,540 | 9.809% | |||
FOURTH CINVEN FUND (NO.3-VCOC) LIMITED PARTNERSHIP
| 39,007,623 | 39,007,623 | 39,007,623 | 9.726% | |||
FOURTH CINVEN FUND (NO.4) LIMITED PARTNERSHIP
| 37,226,578 | 37,226,578 | 37,226,578 | 9.282% | |||
FOURTH CINVEN FUND (UBTI) LIMITED PARTNERSHIP
| 20,943,343 | 20,943,343 | 20,943,343 | 5.222% | |||
FOURTH CINVEN FUND FCPR
| 17,231,332 | 17,231,332 | 17,231,332 | 4.296% | |||
FOURTH CINVEN FUND CO-INVESTMENT PARTNERSHIP
| 1,914,593 | 1,914,593 | 1,914,593 | 0.477% | |||
FOURTH CINVEN (MACIF) LIMITED PARTNERSHIP | 547,872 | 547,872 | 547,872 | 0.137% | |||
ROZIER INVESTMENTS LIMITED PARTNERSHIP | 0 | 0 | 193,921,800 | 48.35% | |||
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument | Expiration Date | Exercise/Conversion Period/ Date | Number of voting rights that may be acquired if the instrument is exercised/ converted. | % of voting rights |
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument | Exercise price | Expiration date | Exercise/Conversion period | Number of voting rights instrument refers to | % of voting rights | |
Nominal | Delta | |||||
Total (A+B+C)
Number of voting rights | % of voting rights |
193,921,800 | 48.350% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
Cinven Limited acts as manager of the following entities:
Fourth Cinven Fund (No.1) Limited Partnership
Fourth Cinven Fund (NO.2) Limited Partnership
Fourth Cinven Fund (NO.3-VCOC) Limited Partnership
Fourth Cinven Fund (NO.4) Limited Partnership
Fourth Cinven Fund ND (UBTI) Limited Partnership
Fourth Cinven (MACIF) Limited Partnership,
together the "Cinven Funds".
The Cinven Funds and Fourth Cinven Fund Co-Investment Partnership are party to an agreement whereby Fourth Cinven Fund Co-Investment Partnership acts in accordance with the actions of the Cinven Funds, meaning that Cinven Limited also effectively controls Fourth Cinven Fund Co-Investment Partnership.
Cinven S.A. acts as manager of Fourth Cinven Fund FCPR.
Cinven Funds and the FCPR are the beneficial owners of Rozier Investments Limited Partnership ("Rozier") which is now the registered holder of the shares as listed in section 8. The Cinven Funds' and the FCPR's interests in Rozier are exactly proportionate to the shares transferred.
Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A
12. Date on which proxy holder will cease to hold voting rights: N/A
13. Additional information: See box 9 above
14. Contact name:
Anthony Dand, Interim Deputy Secretary, Spire Healthcare Group plc
15. Contact telephone number:
+ 44 (0)20 7427 9092
Related Shares:
Spire Healthcare