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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
an 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. Gane Holdings entered into separate arm’s
length option agreements (“Option Agreements”)
directly with the vendors of the Acquired Companies
(“Vendors”) in order to provide certainty of the rand
value of the deferred purchase consideration.
This announcement relates to two Acquired
Companies whereby the Vendors entered into Option
Agreements with Gane Holdings. The Option
Agreements were structured differently with each
Vendor. One Option Agreement provides a
guaranteed return offered to the Vendor which is
measured by 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
agreed upon hurdle return, there will be a transfer of a
set number of Ascendis Shares from Gane Holdings
to the respective Vendors at a nominal price and
failing which there shall be a reciprocal transfer of
Ascendis Shares from the respective Vendors to Gane
Holdings at a nominal price.
The other Option Agreement provides a guaranteed
return to the Vendor in the form of an agreed rand
value of Ascendis Shares, which is topped up or
clawed back by Gane Holdings depending on the
performance of the Ascendis Share price.
No fees are payable by Ascendis to Gane Holdings for
these agreements and there are no financial
implications for Ascendis as a result of these
agreements.
Option Agreement 1
Total number of shares: 197 451
Value per share: R0
Total transaction price at the R100
nominal value:
Date of transaction: 30 November 2015
Class of shares: Ordinary Shares
Transaction type: Sale, off market
Option Agreement 2
Total number of shares: 1,395,674
Value per share: R0
Total transaction price at the R100
nominal value:
Date of transaction: 30 November 2015
Class of shares: Ordinary Shares
Transaction type: Purchase, 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.
02 December 2015
Johannesburg
Sponsor
Investec Bank Limited
Date: 02/12/2015 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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