ASCENDIS HEALTH LIMITED - Director's Dealings

Director's Dealings

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

Dealing in securities by non-executive directors related to Ascendis Health Broad Based Black
Economic Empowerment transactions

In terms of paragraphs 3.63 to 3.74 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 John Shayne and Crispian Dillon (non-executive
                                  directors).

Nature of the transaction:        Gane Holdings Proprietary Limited (“Gane Holdings”) (in
                                  which Gary Shayne and Crispian Dillon have an indirect
                                  beneficial controlling interest), and which does not form
                                  part of the Ascendis group of companies, has entered into
                                  two separate broad based black economic empowerment
                                  (“BBBEE”) transactions with WDB Investment Holdings
                                  Proprietary Limited (“WDBIH”) and Senatla Capital
                                  Proprietary Limited (“Senatla Capital”), both dated 26
                                  November 2014, whereby Gane Holdings has issued
                                  WDBIH a fixed 13% coupon convertible debenture at a
                                  face value of R100 million (“WDBIH Debenture”) and
                                  Senatla Capital a fixed 11.5% coupon convertible
                                  debenture at a face value of R40 million (“Senatla Capital
                                  Debenture”) (collectively, the “Convertible Debentures”),
                                  both convertible into Ascendis shares which are owned by
                                  Gane Holdings in three annual tranches.

Convertible Debentures issue      R140 million Convertible Debentures issued on or before
date:                             12 December 2014.

Conversion rights:                The Convertible Debentures will convert into Ascendis
                                  shares in 3 annual tranches, off-market, at a price per
                                  Ascendis share as demonstrated below or in each
                                  instance, a price per Ascendis share which results in a
                                  forward P/E ratio of not less than 13x or more than 16.5x.
                                  The conversion rights are as follows:

                                  1. WDBIH Debenture: Mandatory conversion of R20
                                      million on 30 November 2015, at a price per
                                      Ascendis share of a 7% discount to the 30 day
                                      volume weighted average price (“VWAP”)

                                      Senatla Capital Debenture: Mandatory conversion
                                      of R10 million on 30 November 2015, at a price per
                                      Ascendis share of a 8.2% discount to the 30 day
                                      VWAP

                                   2. WDBIH Debenture: Mandatory conversion of R20
                                       million 30 November 2016, at a price per Ascendis
                                       share of a 10% discount to the 30 day VWAP

                                        Senatla Capital Debenture: Mandatory conversion
                                        of R10 million on 30 November 2016, at a price per
                                      Ascendis share of a 12.3% discount to the 30 day
                                      VWAP

                                  3. WDBIH Debenture: Mandatory conversion of R60
                                     million on 30 November 2017, at a price per
                                     Ascendis share of a 12.5% discount to the 30 day
                                     VWAP

                                      Senatla Capital Debenture: Mandatory conversion
                                      of R20 million on 30 November 2017, at a price per
                                      Ascendis share of a 14.7% discount to the 30 day
                                      VWAP

Deemed transaction value:     Maximum value of R140 million.

Extent of interest:           Indirect beneficial (through Gane Holdings, in which Gary
                              Shayne and Crispian Dillon have an indirect controlling
                              beneficial interest).

Written clearance obtained:   Clearance was obtained from the Chairman.



27 November 2014

Johannesburg

Sponsor

Investec Corporate Finance

Date: 27/11/2014 07:05:00 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.