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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” or the “Company”)
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: As a consequence of their indirect beneficial interest
in Ascendis held through Gane Holdings Proprietary
Limited (“Gane Holdings”), in which Gary Shayne has
a 85% indirect beneficial interest and Crispian Dillon
has a 15% indirect beneficial interest, certain
agreements pertaining to Ascendis acquisitions
(“Acquisitions”) are required to be disclosed as
dealings in securities by these directors.
In some Acquisitions a portion of the total purchase
consideration is settled by way of Ascendis ordinary
shares (“Ascendis Shares”) on a deferred basis. In
order to provide the acquired companies’ vendors
(“Vendors”) with the required certainty regarding the
rand value of the Ascendis Shares at the future
negotiated date, Gane Holdings entered into separate
arms length option agreements (“Option
Agreements”) directly with the Vendors.
The Option Agreements are structured slightly
differently with each Vendor. In some instances the
guaranteed return offered to the Vendor is in the form
of an agreed cash return which is settled by Gane
Holdings whilst simultaneously requiring a transfer of
an agreed amount of Ascendis Shares to Gane
Holdings. In other instances to the extent the
Ascendis Share price does not exceed a certain
hurdle price within an agreed time period there will be
a transfer of Ascendis Shares from Gane Holdings to
the respective Vendors at a nominal price and to the
extent the Ascendis Share price exceeds the hurdle
price there will be a transfer of Ascendis Shares from
the respective Vendors to Gane Holdings at a nominal
price at the specified date.
The Option Agreements to which this directors
dealings announcement refers are as follows:
i) Due to the growth in the Ascendis Share
price, a transfer of Ascendis Shares from the
Vendors of an Ascendis subsidiary acquired
prior to listing to Gane Holdings was
triggered on 31 March 2015 as the Ascendis
Share price performance exceeded the
agreed hurdle price;
ii) The termination of the Option Agreement
referred to within the SENS announcement
dated 13 December 2013 and 24 September
2014 in order to more appropriately integrate
the relevant Ascendis subsidary into the
group, resulting in a transfer of Ascendis
Shares from the Vendors to Gane Holdings
on 31 March 2015 to effect the cancellation
of the Ascendis Shares which were subject to
the Option Agreement; and
iii) As referred to within the SENS
announcement dated 6 March 2014, a
transfer of Ascendis Shares from the
Vendors of Pharma Natura Proprietary
Limited, an Ascendis subsidiary, to Gane
Holdings was triggered on 31 March 2015 as
a result of the relevant 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.
Total number of shares: 3 048 161
Volume weighted average price per R8.88
share
Highest price per share R14.83
Lowest price per share A nominal amount of R0.03
Aggregate value: R27 079 334.98
Date of transaction: 31 March 2015
Class of shares: Ordinary shares
Nature of transaction: Purchase, off market
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.
1 April 2015
Johannesburg
Sponsor
Investec Bank Limited
Date: 01/04/2015 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
