ASCENDIS HEALTH LIMITED - Black Economic Empowerment transaction

Black Economic Empowerment transaction

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

Ascendis increases its Black Economic Empowerment (“BEE”) shareholding via a transaction
concluded with WDB Investment Holdings Proprietary Limited (“WDBIH”).

Highlights:

    -   The transaction concluded with WDBIH will result in a meaningful increase in the BEE
        ownership in Ascendis over a three year period, excluding any further investment or disposal
        by existing or new BEE shareholders.

    -   WDBIH is well established and a highly respected BEE partner and is committed, along with
        the Mineworkers Investment Company Proprietary Limited (“MIC”), to contributing notably to
        the continued success and transformation of Ascendis.

    -   BEE remains a strategic imperative in the ongoing transformation of Ascendis and essential
        for a listed company operating in the private and public healthcare sector.

    -   This transaction will have minimal earnings dilution or cost for Ascendis shareholders.

1. Introduction and transaction overview

    Further to the announcement released on 26 June 2014 relating to the R200 million BEE
    transaction concluded with the MIC, Ascendis is pleased to announce a follow-on BEE transaction
    concluded with WDBIH (“WDBIH Transaction”).

    Ascendis shareholders are hereby advised that WDBIH has subscribed for a R50 million direct
    equity interest in Ascendis with effect from 12 September 2014 by way of a general issue of
    Ascendis shares for cash. Following the receipt of JSE approval to list the additional shares,
    3 628 710 Ascendis shares are hereby issued to WDBIH in terms of the JSE Listings
    Requirements. (“Initial Subscription”).

    The Initial Subscription was encouraged and facilitated by Ascendis due to WDBIH’s intent to
    increase its shareholding in Ascendis through concluding a transaction with Coast2Coast
    Investments Proprietary Limited (“C2C”), the majority shareholder of Ascendis, whereby WDBIH
    will increase its shareholding in Ascendis over a three year period through the transfer of Ascendis
    shares held by C2C (“Subsequent Investment”). The rationale for concluding the Subsequent
    Investment directly with C2C, as with the BEE transaction concluded with MIC, is to allow
    Ascendis to benefit from increased BEE ownership whilst not diluting the positions of the current
    Ascendis shareholders. The Subsequent Investment is set to be concluded within a 6 month
    period following the date on which the Initial Subscription is effected, subject to certain conditions
    precedent being fulfilled.

    The terms of the Subsequent Investment will be separately disclosed to shareholders once further
    details become available.


2. Background on 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.

3. Rationale for the WDBIH Transaction

   Notwithstanding the funding challenges presented in ownership transformation, Ascendis is
   committed to improving its BEE status and transforming the Company into an establishment which
   recognises its social responsibility as a committed South African corporate citizen. Accordingly,
   Ascendis intends augmenting its current BEE initiatives on an ongoing basis and this WDBIH
   Transaction is demonstrative of the further progress being made by the Company in respect of
   transformation and BEE ownership.

   Shareholders are advised that increasing Ascendis’ direct BEE ownership remains a strategic
   imperative for the Company. BEE is a prerequisite for sustainable growth in South Africa,
   particularly within the healthcare industry and as a result the board of directors believes that this
   WDBIH Transaction will be beneficial to all Ascendis shareholders.

4. Financial effects of the transaction

   The Initial Investment will have an immaterial financial effect on the earnings, headline earnings,
   adjusted headline earnings or net asset value per share attributable to Ascendis shareholders as
   only 1.5% of the Ascendis shares in issue as at 12 September 2014 represent additional shares
   as a result of the Initial Investment.



15 September 2014
Johannesburg

Arranger and Financial Advisor
Coast2Coast Investments Proprietary Limited

Sponsor
Investec Bank Limited

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