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.
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