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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: 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 option
agreements pertaining to Ascendis acquisitions are
required to be disclosed as dealings in securities by
these directors.
Prior to the listing of Ascendis on 22 November 2013
(“Listing”), Ascendis acquired companies (“Acquired
Companies”) on the basis that 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 vendors of the Acquired
Companies (“Vendors”) with the required certainty
regarding the rand value of the listed Ascendis Shares
at the future negotiated date, Gane Holdings entered
into a separate arm’s length option agreements
(“Option Agreements”) directly with the Vendors.
This directors dealings announcement relates to two
Acquisitions that were concluded prior to Listing in
which the Vendors entered into Option Agreements.
The Option Agreements are structured slightly
differently with each Vendor. In the one Option
Agreement the guaranteed return offered to the
Vendor is measured in relation to the performance of
the Acquired Company relative to the performance of
the Ascendis Share price over a specified period. To
the extent the Acquired Company produces returns
exceeding the hurdle return as agreed upon, there will
be a transfer of a set number of Ascendis Shares from
Gane Holdings to the respective Vendors at a nominal
price. In the other Option Agreement the guaranteed
return offered to the Vendor is in the form of an
agreed amount which is settled by Gane Holdings.
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.
Total number of Shares: 172,316
Value per share R0
Total transaction price at the R200
nominal value
Date of transaction 22 October 2015
Class of shares Ordinary Shares
Transaction type Sale, off market
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.
22 October 2015
Johannesburg
Sponsor
Investec Bank Limited
Date: 22/10/2015 01:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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