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 3.74 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 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 a company (“Acquired
Company”) 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 Company (“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 arms length option
agreement (“Option Agreement”) directly with the
Vendors.
The guaranteed return offered to the Vendors is
measured in relation to the performance of the
Acquired Company in relation 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, failing which there shall be a
reciprocal transfer of Ascendis Shares from the
respective Vendors to Gane Holdings at a nominal
price.
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: 1,818,182
Value per Share: R0.00
Transaction value: R100.00
Date of transaction: 29 June 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
29 June 2015
Johannesburg
Sponsor
Investec Bank Limited
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