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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”)
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: Shareholders are referred to the announcement dated
19 November 2015 relating to the acquisition by
Ascendis of 100% of Akacia Healthcare Holdings
Proprietary Limited (“Akacia Pharma”)
(“Announcement”). Definitions in this announcement
shall have the same meaning as those ascribed in the
said Announcement.
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), which does not form part of the
Ascendis group of companies, has entered into a
separate agreement (“Option Agreement”) with the
Disposing Shareholders, dated 19 November 2015,
whereby Gane Holdings has granted the Disposing
Shareholders a put option and the Disposing
Shareholders have granted Gane Holdings a
reciprocal call option in respect of the Ascendis
Shares issued as part settlement of the Purchase
Consideration as set out in paragraph [3.1.1.2] within
the Announcement (“Option Shares”) at two future
dates as set out below (“Option Exercise Dates”). The
Option Agreement is subject to the fulfilment and/or
waiver of all the conditions precedent as contained
within the Announcement.
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 no financial implications
for Ascendis as a result of this agreement.
Number of Option Shares: Maximum of 4,767,319
Option Exercise Dates: In respect of 28% of the Option Shares, any date
during the period from the first anniversary of the
Closing Date and ending 60 business days thereafter
(“First Option”)
In respect of the remaining 72% of the Option Shares,
any date during the period from the second
anniversary of the Closing Date and ending 60
business days thereafter (“Second Option”)
Within the above time periods the respective options
may be exercised in two or more tranches or in a
single tranche, at the discretion of either Gane
Holdings or the respective Disposing Shareholders.
Strike price: In respect of the First Option, a minimum strike price
of R19.68 and in respect of the Second Option, a
minimum strike price of R25.26 (subject to the
dividend adjustment referred to below)
Deemed transaction value: Maximum of R112,970,400 adjusted down by the
value of any dividends paid to the Disposing
Shareholders in connection with the Option Shares.
Extent of interest: Indirect beneficial, through Gane Holdings, in which
Gary Shayne has an 85% indirect beneficial interest
and Crispian Dillon has a 15% indirect beneficial
interest.
Written clearance obtained: Clearance was obtained from the Chairman.
19 November 2015
Johannesburg
Sponsor
Investec Bank Limited
Date: 19/11/2015 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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