Proposed Placing in Spire Healthcare plc

NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT

Intention to Sell Part of Spire Healthcare Group plc Holding

Cinven, through certain of its funds as defined below, announces that it intends to sell part of its shareholding in Spire Healthcare Group plc ("Spire"). The disposal will be through a placing of shares in Spire ("Placing Shares") to institutional investors (the "Offering").

The Offering is expected to comprise 40.1 million Spire ordinary shares equivalent to approximately 10.0% of Spire's ordinary share capital. The offer price will be determined by means of an accelerated bookbuild offering process which is to start immediately.

A further announcement will be made following completion of the bookbuild and pricing of the Offering.

If all the Spire ordinary shares available in the Offering are sold, Cinven's remaining stake would comprise 193.9 million shares, equivalent to approximately 48.3% of Spire's issued ordinary share capital.

Cinven has entered into a placing agreement with Bank of America Merrill Lynch (Merrill Lynch International), J.P. Morgan Cazenove (J.P. Morgan Seurities plc) and Morgan Stanley (Morgan Stanley Securities Limited) to act as Joint Bookrunners and Placing Agents in relation to the Offering.

The Joint Global Co-ordinators on Spire's initial public offer have consented to the Offering and in doing so have agreed, with respect to any shares sold under the Offering only, to waive Cinven's lock-up restrictions which otherwise apply to such shares.

Following the transaction, Cinven has agreed to a 90-day lock-up from pricing in respect of its shareholding in the Company, subject to certain customary carve-outs and the ability for Cinven to pledge shares, provided that if such pledge is enforced any transferees must agree to be bound by these same lock-up restrictions.

Enquiries

For further information please contact:

Joint Bookrunners

BofA Merrill Lynch

Craig Coben

Daniel Burton-Morgan

Daniel Norman

0207 628 1000

J.P. Morgan Cazenove

Greg Chamberlain

0207 742 4000

Morgan Stanley

Martin Thorneycroft

0207 425 8000

Cinven 

Vanessa Maydon, Communications Director

0207 661 3333

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by  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 Co-Investment Partnership, Fourth Cinven (MACIF) Limited Partnership and Fourth Cinven Fund FCPR ("Cinven") or by Merrill Lynch International, J.P. Morgan Securities plc and/or Morgan Stanley Securities Limited (the "Joint Bookrunners") or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia).

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except subject from an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with any offering, each of the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Each the Joint Bookrunners, which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority, is acting on behalf of Cinven and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. None of the Joint Bookrunners will regard any other person as its client in relation to the offering of the Placing Shares.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts, include statements regarding the intentions, beliefs or current expectations concerning, amongst other things: results of operations, financial condition, prospects, growth, strategies and the industries in which Spire and Cinven operate. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Spire's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the healthcare industry. No assurances can be given that the forward-looking statements in this document will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.