ASCENDIS HEALTH LIMITED - Dealings in securities by directors

Dealings in securities by directors

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


Dealings in securities by directors

In terms of paragraphs 3.63 to 3.65 of the JSE Limited (“the JSE”) Listings Requirements ("the Listings
Requirements"), the following information, relating to dealings in securities by directors, is disclosed:


Directors:                             Gary Shayne and Crispian Dillon

Nature of the transaction:             Ascendis has entered into an agreement (which
                                       remains subject to certain conditions precedent) to
                                       acquire the remaining shareholding not yet owned by
                                       Ascendis in a company operating in the
                                       pharmaceutical industry (“Target”), and which is less
                                       than a category two transaction in terms of the
                                       Listings Requirements i.e. less than 5% of the issued
                                       share capital and/or market capitalisation of Ascendis.
                                       The latest practicable date for completion of all
                                       outstanding conditions precedent pertaining to the
                                       acquisition of the Target is 16 October 2015 (“Closing
                                       Date”). In this transaction the purchase consideration
                                       will be paid via Ascendis delivering 266,667 Ascendis
                                       shares to the disposing shareholder of the Target
                                       (“Disposing Shareholder”). These shares will be
                                       sourced from Ascendis’ existing treasury shares and
                                       in terms of the Listings Requirements will be treated
                                       as a fresh issue of shares in terms of para 5.75.

                                       Gane Holdings Proprietary Limited (“Gane Holdings”),
                                       which does not form part of the Ascendis group of
                                       companies, has entered into a separate agreement
                                       (“Option Agreement”) with the Disposing Shareholder,
                                       dated 21 May 2015, whereby Gane Holdings has
                                       granted the Disposing Shareholder a put option and
                                       the Disposing Shareholder has granted Gane
                                       Holdings a reciprocal Call Option in respect of
                                       266,667 Ascendis ordinary shares (“Option Shares”)
                                       at a future date (“Option Trigger Date”).

                                       Permission was granted by the Ascendis board of
                                       directors, excluding Gary Shayne and Cris Dillon (“the
                                       Board”), for Gane Holdings to enter into the Option
                                       Agreement.

                                       No fees are payable by Ascendis to Gane Holdings for
                                       this agreement and there are thus no financial
                                       implications for Ascendis as a result of this
                                       agreement.

Option Trigger Date:                   Within 60 business days commencing on the second
                                       anniversary of the Closing Date.

Strike price                           Not applicable

Number of shares:                      266,667

Purchase price per share:              R21.00

Value:                                 R5,600,007.00

Date of transaction:                   21 May 2015

Class of shares:                       Ordinary shares

Extent of interest:                    Indirect beneficial (through Gane Holdings, in which
                                       Gary Shayne has a 85% indirect beneficial interest
                                       and Crispian Dillon has a 15% indirect beneficial
                                       interest).

Written clearance obtained:            Clearance was obtained from the Chairman.



22 May 2015
Johannesburg

Sponsor
Investec Bank Limited

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