ASCENDIS HEALTH LIMITED - Exercise by Dissenting Shareholder of Appraisal Rights

Exercise by Dissenting Shareholder of Appraisal Rights

 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”)


                      EXERCISE BY DISSENTING SHAREHOLDER OF APPRAISAL RIGHTS


1.     Introduction

1.1.      Shareholders are referred to the circular issued to Shareholders on 3 September 2021
          (the “Circular”) and the announcements released on the Stock Exchange News Service (“SENS”) by
          Ascendis Health on 4 October 2021 (the “Results SENS Announcement”) and 2 December 2021.

1.2.      Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear
          the same meanings ascribed thereto in the Circular.

2.     Exercise by Dissenting Shareholders of Appraisal Rights

2.1.      As detailed in the Circular, Shareholders were afforded the right, in terms of section 164 of the Companies
          Act, 2008 (Act 71 of 2008), as amended (“Act”), to demand that the Company pay them the fair value of
          all of such number of Ascendis Health Shares as may form the subject matter of their demand (“Appraisal
          Rights”).

2.2.      As per the Circular and the Notice of General Meeting, Shareholders wishing to exercise their Appraisal
          Rights (“Dissenting Shareholders”) were required to, inter alia, provide the Company with a written Notice
          of Objection before the General Meeting.

2.3.      Subsequent to the Results SENS Announcement, the Company received Valid Appraisal Demands from
          all Dissenting Shareholders listed in the Results SENS Announcement.

2.4.      The Company and some of the Dissenting Shareholders subsequently entered into agreements pursuant
          to which the Dissenting Shareholders accepted the offer made by the Company in terms of section 164(11)
          of the Companies Act and tendered their Ascendis Health Shares to the Company. The Company hereby
          confirms that it has received transfer of the last outstanding Ascendis Health Shares that were subject of
          the Appraisal Rights.

2.5.      Accordingly, the Company’s subsidiary, Elixr Brands Proprietary Limited (“Elixr”), has repurchased a
          further of 566,612 Ascendis Health Shares (“Dissenting Shareholder’s Shares”) from the last of the
          Dissenting Shareholders, at a price of R1.19 per Dissenting Shareholder’s Share (“Purchase Price”):

          Registered holder of                       Number of                Number of                Total
          Ascendis Health Shares                     Dissenting               Dissenting             Purchase
                                                    Shareholder’s            Shareholder’s             Price
                                                       Shares              Shares as a % of
                                                                           issued Ascendis
                                                                            Health Shares1
          Mr Juan-Pierre Campher                       566,612                  0.12%              R674,268.28


        Note:
        1. Based on 489,469,959 Ascendis Health Shares in issue.

2.6 The Company’s subsidiary, Elixr, will hold the repurchased Shares as treasury shares.

3.   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.


17 December 2021
Bryanston

Sponsor

Questco Corporate Advisory Proprietary Limited

Date: 17-12-2021 12:00:00
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