Spire Healthcare (LSE:SPI) shareholders have approved the recommended final cash Acquisition by Tulip UK Bidco at both the Court Meeting and the General Meeting. Court sanction and the FCA regulatory condition are still outstanding.

What was announced

Spire Healthcare (LSE:SPI) Group plc announced on 30 October 2026 that its shareholders had approved the proposed acquisition by Tulip UK Bidco Limited (Bidco) at meetings held that day. Bidco is a newly formed company indirectly owned by a consortium of funds managed or advised by Toscafund Asset Management LLP, THCP Advisory Limited and Ares Management Limited. The acquisition is being carried out through a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Under the scheme, Bidco would acquire all Spire shares it does not already own.

The company stated that "the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting". The special resolution put to the General Meeting was also passed. Spire (LSE:SPI) said the financial terms of the Cash Offer and the Alternative Offer are final and cannot be raised except in exceptional circumstances with the consent of the Takeover Panel.

The voting results

At the Court Meeting, 215,404,445 scheme shares, or 99.90% of those voted, were cast in favour, and 219,770 shares, or 0.10%, were cast against. In total, 215,624,215 shares were voted, representing 65.78% of the 327,820,377 scheme shares eligible to vote. By number of holders, 65 scheme shareholders, or 87.84%, voted for the scheme and 9, or 12.16%, voted against. The announcement explains that the total number of holders is shown as 67 because some holders voted both for and against and are counted in both columns.

At the General Meeting, 290,776,681 shares, or 99.92%, were voted for the resolution and 233,851 shares, or 0.08%, were voted against. In addition, 101,075 shares were withheld. The announcement notes that a withheld vote is not a vote in law and is not counted. In total, 291,010,532 shares were voted, representing about 72.25% of the 402,759,599 eligible Spire (LSE:SPI) shares.

Background to the offer

Spire (LSE:SPI) agreed the deal on 5 September 2026, and the Scheme Document was published on 29 September 2026. The 30 October announcement does not restate the price. Alliance News, as republished by AJ Bell on 7 September 2026, reported that the offer is 250 pence in cash per Spire share. That report said the price is a 66% premium to the undisturbed share price of 150.4p on 13 May 2026, values Spire's Equity at about £1.03bn and implies an Enterprise value of about £2.31bn including debt. The same report described a partial share alternative of 2.5 B shares in the acquiring company per Spire share, capped at 28.0 million Spire shares. The voting announcement refers to rollover securities linked to this Alternative Offer but does not set out their terms.

At the time of the agreement, Spire also announced Leadership changes. Chief Executive Justin Ash is retiring, with Vice Chair David Sloman becoming interim chief executive. Ian Cheshire stepped down as chair, and Chair-Designate Debbie White took over on an interim basis.

What to watch next

Shareholder approval satisfies Conditions 2(a) and 2(b) set out in the Scheme Document. The acquisition remains subject to the other conditions in Part III of that document, including the FCA Regulatory Condition and sanction of the scheme by the Court. The announcement does not give dates for the sanction hearing, the effective date, the suspension of trading or the cancellation of the listing. It says the expected timetable remains as set out on pages 17 and 18 of the Scheme Document. Spire said any changes will be announced through a Regulatory Information Service and on its website.