ASCENDIS HEALTH LIMITED - Additional Broad Based Black Economic Empowerment transaction for Ascendis

Additional Broad Based Black Economic Empowerment transaction for Ascendis

ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
Share code: ASC ISIN: ZAE000185005
(“Ascendis” or “the Company”)

Coast2Coast Investments Proprietary Limited (“C2C”) facilitates an additional R140 million
Broad Based Black Economic Empowerment (“BBBEE”) transaction for Ascendis to achieve
strategic minimum BEE threshold for its Ascendis Pharma and Ascendis Medical Devices
divisions

1. Highlights:

    -   The C2C directors’ dealing (the “Transaction”) concluded with WDB Investment Holdings
        Proprietary Limited (“WDBIH”), Senatla Capital Proprietary Limited (“Senatla Capital”) and
        prior to that the announced transaction with the Mineworkers Investment Company Proprietary
        Limited (“MIC”) will collectively increase Ascendis’ BEE ownership from 6.6% to a potential
        15% over a three year period;

    -   Accordingly, approximately R600 million of Ascendis ordinary shares will vest with BBBEE
        shareholders within 3 years;

    -   Ascendis achieving and maintaining a minimum 10% BEE shareholding threshold remains a
        strategic imperative for Ascendis Pharma and Ascendis Medical Devices to operate in the
        private and public healthcare sector. The Transaction positions Ascendis to meet this target;

    -   WDBIH and Senatla Capital are highly respected BEE partners and are committed to
        contributing meaningfully to the continued success and transformation of Ascendis; and

    -   The Transaction will have no earnings dilution or cost for Ascendis shareholders.

2. Introduction

    Further to the directors’ dealings SENS announcement released on 26 November 2014, Ascendis
    shareholders are hereby advised of the rationale for the two separate agreements entered into by
    the majority shareholder of Ascendis, C2C through its 100% held subsidiary, Gane Holdings
    Proprietary Limited (“Gane Holdings”), with WDBIH and Senatla Capital whereby C2C will
    facilitate an additional R140 million of BBBEE ownership into Ascendis.

    Following the SENS announcement released on 26 June 2014 pertaining to a similar BBBEE
    transaction concluded with the MIC, C2C has now facilitated a further R140 million investment by
    partnering with WDBIH and Senatla Capital (jointly the “BEE Partners”). This investment is
    enabled by a convertible debenture between the BEE Partners and Gane Holdings which
    mandatorily converts into Ascendis ordinary shares over three years (the “Debenture
    Agreements”).

    Although the Debenture Agreements do not directly involve Ascendis, the rationale for disclosing
    additional detail regarding the conclusion of the Debenture Agreements is to provide
    shareholders with context regarding Ascendis’ strategy towards increasing its BBBEE ownership
    over time.

3. Transaction overview

    Gane Holdings (in which non-executive Ascendis directors, Gary Shayne and Crispian Dillon have
    an indirect beneficial controlling interest) has entered into two separate agreements whereby it will
   issue a R100 million fixed 13% coupon convertible debenture to WDBIH (“WDBIH Debenture”)
   and a R40 million fixed 11.5% coupon convertible debenture to Senatla Capital (“Senatla Capital
   Debenture”) (collectively, the “Debentures”).

   The Debentures will convert into Ascendis shares in three annual tranches as follows:

       -   Tranche 1: Mandatory convertible debenture of R20 million and R10 million pertaining to
           WDBIH Debenture and Senatla Capital Debenture respectively;

       -   Tranche 2: Mandatory convertible debenture of R20 million and R10 million pertaining to
           WDBIH Debenture and Senatla Capital Debenture respectively; and

       -   Tranche 3: Mandatory convertible debenture of R60 million and R20 million pertaining to
           WDBIH Debenture and Senatla Capital Debenture.

   The entire cost of the debentures is borne by C2C.

4. Background to WDBIH

   WDBIH is a private enterprise which was formed in 1996 with its major beneficiary and
   shareholder being the WDB Trust, whose beneficiaries are a broad-base of rural women and
   communities. To date, over R150 million has been repatriated to the WDB Trust to fund various
   development programmes focussing on the social and economic upliftment of rural women and
   households. WDBIH’s investment mandate is to invest in high growth sectors in South Africa and
   Africa, where it can generate capital growth as well as access to dividends.

   In addition to the initial R50 million direct equity transaction concluded with WDBIH as per the
   SENS announcement released on 15 September 2014, the conclusion of this WDBIH Debenture
   hereby serves as the completion of the subsequent investment requirement referred to within the
   said announcement.

5. Background to Senatla Capital

   Senatla Capital is a private equity investment manager that is 100% Black owned. In its two funds,
   Senatla Capital focuses on investments in Growth Capital, Black Economic Empowerment (“BEE”)
   Secondaries and Equity Risk Capital. Since its founding in 2010, Senalta Capital has made
   investments in Energy, Financial Services, Media and Health Care. The firm combines investment
   and governance skills, together with BEE credentials, in adding value to its investments. Senatla
   Capital has over the past 4 years accumulated Assets Under Management (“AUM”) exceeding
   ZAR 350 million and is currently raising additional capital in its second fund.

6. Financial effects of the transaction

   These transactions will have no earnings dilution or impact for Ascendis shareholders.

26 November 2014

Johannesburg

Arranger and Financial Advisor

Coast2Coast Investments Proprietary Limited

Sponsor

Investec Corporate Finance

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