Stabilisation Notice - Replacement

Not for distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, or any jurisdiction in which such distribution would be unlawful.

Spire Healthcare Group plc (LSE: SPI) (the "Company")

Post-Stabilisation Notice

18 August 2014

Pursuant to Article 9(3) of Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC), and MAR 2.3.5 (3) of the Financial Conduct Authority Code of Market Conduct, Morgan Stanley Securities Limited (Martin Thorneycroft, +44 (0) 20 7677-3553) in its capacity as stabilisation agent confirms that it has engaged in stabilisation transactions in respect of the shares during the period starting 18 July 2014 and ending 17 August 2014. No further stabilisation trades have or will take place.

Stabilisation of the shares was carried out on following dates with the following price range:

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

This announcement is not an offer of securities for sale into the United States. The securities to which this announcement relates have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of securities in the United States.

END