ASCENDIS HEALTH LIMITED - Results of the special general meeting, lender engagement, interest rate ratchet and changes to the board

Results of the special general meeting, lender engagement, interest rate ratchet and changes to the board

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


RESULTS OF THE SPECIAL GENERAL MEETING, LENDER ENGAGEMENT, INTEREST RATE RATCHET AND CHANGES TO THE BOARD


1.   RESULTS OF SPECIAL GENERAL MEETING AND LENDER ENGAGEMENT

     Shareholders of Ascendis Health ("Shareholders") are advised that a special general meeting of
     Shareholders (the “Special General Meeting”) was duly held on Wednesday, 11 May 2022.

     Shareholders are advised that the following ordinary resolutions that were tabled at the Special General
     Meeting were passed by the requisite number of votes:

     -       Ordinary resolution number B1: Appointment of Amaresh Chetty as an independent non-
             executive director;
     -       Ordinary resolution number B2: Appointment of Bharti Harie as an independent non-executive
             director; and
     -       Ordinary resolution number B3: Appointment of Carl Neethling as a non-executive director.

     Shareholders are further advised that the following ordinary resolutions that were tabled at the Special
     General Meeting were not passed by the requisite number of votes:

     -       Ordinary resolution number A1: Appointment of Maki Modisakeng as an independent non-
             executive director;
     -       Ordinary resolution number A2: Appointment of Samuel Miller as an independent non-executive
             director; and
     -       Ordinary resolution number A3: Appointment of Francois Theron as an independent non-
             executive director.

     The detailed results of voting at the Special General Meeting are set out below:

     Resolution                                 Shares voted            Votes       Votes     Abstained
                                                                              For     Against
                                                 Number     % (1)       % (2)       % (2)         % (1)
     Ordinary resolution number A1:           332 182 854   67.87       39.09       60.91          0.51
     Appointment of Maki Modisakeng
     as an independent non-executive
     director
     Ordinary resolution number A2:           332 014 134   67.83       38.54       61.46          0.54
     Appointment of Samuel Miller as an
     independent non-executive director
     Ordinary resolution number A3:           332 201 999   67.87       39.63       60.37          0.51
     Appointment of Francois Theron as
     an independent non-executive
     director
     Ordinary resolution number B1:           332 164 134   67.86       61.15       38.85          0.51
     Appointment of Amaresh Chetty as
     an independent non-executive
     director
     Ordinary resolution number B2:           332 119 134   67.85       61.30       38.70          0.52
     Appointment of Bharti Harie as an
     independent non-executive director
     Ordinary resolution number B3:           332 216 422   67.87       61.73       38.27          0.50
     Appointment of Carl Neethling as a
     non-executive director

     Notes:
     1.   As a percentage of 489 469 959 total ordinary shares in issue as at the meeting record date,
          being Friday, 6 May 2022.
     2.   As a percentage of shares voted per resolution at the Special General Meeting.

     Ascendis Health is engaging with its lenders regarding the outcome of the Special General Meeting.

2.   INTEREST RATE RATCHET

     Shareholders are referred to the announcement released on SENS on 1 February 2022 (the
     “1 February Announcement”) advising Shareholders that, inter alia, new debt facilities had been
     advanced to the Company by Apex Management Services Proprietary Limited and Pharma-Q Holdings
     Proprietary Limited (collectively the “Lenders”), in an aggregate amount of R550 million (the “2022
     Debt”). Terms defined in the 1 February Announcement will bear the same meaning in this
     announcement.

     In order to facilitate the Proposed Disposals the applicable interest rate in respect of the 2022 Debt had
     been reduced by 4% (resulting in a rate of JIBAR plus 8.33%). In the event of a default, a ratchet of 4%
     would be applied retrospectively (the “4% Ratchet”).

     Pursuant to the 2022 Debt, the Lenders are entitled to request certain information and documents from
     the Company (including, inter alia, financial statements of each obligor). Failure to submit such
     information or documentation to the Lenders constitutes an event of default in respect of the 2022 Debt.

     In terms of the Medical Devices sale and purchase agreement, the Company undertook to provide to
     the Medical Purchaser, which is also a Lender, certain annual financial statements for the financial year
     ended 30 June 2021 (the “Medical AFS”) by no later than 31 May 2022. Notwithstanding this, the
     Lenders submitted a request for the Medical AFS, which request would have expired on 11 May 2022,
     at which point an event of default would have occurred (the “Event of Default”). The Lenders have
     agreed to waive the Event of Default on condition that the 4% Ratchet is implemented, thus avoiding
     the immediate potential for the accelerated repayment of the 2022 Debt and the enforcement by the
     Lenders of their security against the assets of the Ascendis Health group.


3.   CHANGES TO THE BOARD

     Shareholders are advised that as a result of the above resolutions and votes cast at the Special General
     Meeting, the following changes are made with immediate effect to the Ascendis Health board of
     directors (“Board”):

     •   Ordinary resolution number B1 achieving the requisite majority of votes cast, Amaresh Chetty
         is appointed as an independent non-executive director;
     •   Ordinary resolution number B2 achieving the requisite majority of votes cast, Bharti Harie is
         appointed as an independent non-executive director;
     •   Ordinary resolution number B3 achieving the requisite majority of votes cast, Carl Neethling is
         appointed as a non-executive director.

     The Board would like to congratulate all new appointments to the Board and wishes them every success
     in their new roles.

4.   RESPONSIBILITY STATEMENT
     The Board accepts responsibility for the information contained in this announcement as it pertains to
     Ascendis Health. To the best of the Board's knowledge and belief, the information contained in this
     announcement as it pertains to Ascendis Health is true and nothing has been omitted which is likely to
     affect the importance of such information.

11 May 2022
Bryanston

Sponsor
Questco Proprietary Limited

Date: 11-05-2022 01:50:00
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