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ASCENDIS HEALTH LIMITED - Results of the General Meeting

Release Date: 04/10/2021 16:27
Code(s): ASC     PDF:  
Wrap Text
Results of the General Meeting

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

RESULTS OF THE GENERAL MEETING

1. Introduction

1.1. Shareholders are referred to the various announcements relating to the proposed Group Recapitalisation,
     the Animal Health Disposal and the RCA Disposal released on SENS by Ascendis, and specifically the
     announcements dated 12 May 2021 and 30 August 2021 and the announcement confirming the posting
     of the Circular to Shareholders, dated 3 September 2021.

1.2. As contemplated in these announcements, the General Meeting was duly held at 10:00 on Monday,
     4 October 2021 and was hosted and conducted entirely in electronic format.

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

2. Results of the General Meeting

2.1. Shareholders are advised that all the ordinary and special resolutions tabled at the General Meeting were
     passed by the requisite number of votes.

2.2. Details of the results of the voting at the General Meeting are as follows:

     Resolutions                                  Shares voted               Votes     Votes      Abstained
                                                                                For   Against
                                                 Number         % (1)         % (2)     % (2)          % (1)
     Special resolution:                      232,146,732     47.43%        98.53%     1.47%          0.09%
     Approval of the Group
     Recapitalisation
     Transaction
     Ordinary resolution number 1:            231,321,465     47.26%        98.15%     1.85%          0.26%
     Approval of the Animal Health
     Disposal
     Ordinary resolution number 2:            231,321,068     47.26%        98.17%     1.83%          0.26%
     Approval of the RCA Disposal
     Ordinary Resolution number 3:            230,879,523     47.17%        93.94%     6.06%          0.35%
     Approval granted to Directors

Notes:
  1. As a percentage of 489,469,959 total ordinary shares in issue as at the meeting record date, being
     Thursday, 23 September 2021.
  2. As a percentage of shares voted per resolution at the General Meeting.

3. Exercise by Dissenting Shareholders of Appraisal Rights

3.1. As detailed in the Circular and the Notice of the 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.
3.2. The following notice(s) of objection were received by the Company prior to the General Meeting, and
     subsequently voted against the Special Resolution at the General Meeting:

      Dissenting Shareholders                        Number of Ascendis Shares           Number of Shares
                                                     held                                voted against, as
                                                                                           % of issued
                                                                                         Ascendis Shares
      Mr Imtiaz Parker                                          1,096,148                     0.22%
      Mr Johannes Myburg                                         241,500                      0.05%
      Mr Harry Jacobus Smit                                      480,344                      0.10%
      Mrs Carli Julyan                                           420,000                      0.09%
      Mr Nicolaas Van Der Westhuizen                             243,907                      0.05%
      Mr Morne Julyan                                            150,000                      0.03%
      Ask Internet Technologies Cc                                70,985                     0.015%
      Mr Juan-Pierre Campher                                     641,612                      0.13%
      Total                                                     3,344,496                    0.685%


4. Responsibility Statements

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

    The board of directors of Bidco (the “Bidco Board”) accepts responsibility for the information contained in
    this announcement as it pertains to Bidco. To the best of the Bidco Board's knowledge and belief, the
    information contained in this announcement as it pertains to Bidco is true and nothing has been omitted
    which is likely to affect the importance of such information.


Bryanston
4 October 2021


Sponsor

Questco Corporate Advisory (Pty) Ltd

Date: 04-10-2021 04:27:00
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