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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 John Shayne and Crispian Dillon.
Nature of the transaction: Shareholders are referred to the announcement dated
27 February 2014 relating to the acquisition by
Ascendis of Pharma Natura Proprietary Limited
(“Pharma Natura Announcement”). Definitions in this
announcement shall have the same meaning as those
in the Pharma Natura Announcement which was
released on SENS on the said date.
A maximum of 1 818 182 Deal Shares will be issued
to the Sellers as part payment of the Purchase
Consideration (“Deal Share/s”).
Coast2Coast Investments Proprietary Limited (“C2C”)
(in which Gary Shayne has a 85% indirect beneficial
interest and Crispian Dillon has a 15% indirect
beneficial interest), which does not form part of the
Ascendis group of companies, has entered into a
separate agreement (“Option Agreement”) with the
Sellers, dated 6 March 2014, whereby C2C has
granted the Sellers a put option and the Sellers have
granted C2C a call option in respect of the Deal
Shares (“C2C Options”) at future dates (“C2C Option
Exercise Dates”). The Option Agreement is subject to
the fulfilment and/or waiver of all the suspensive
conditions contained in the sale of shares agreement
in respect of Pharma Natura.
Permission was granted by the Ascendis board of
directors, excluding Gary Shayne and Cris Dillon (“the
Board”), for C2C to enter into the Option Agreement
as the future price payable by C2C for the Deal
Shares, should the C2C Options be exercised, will be
at least 50% higher than the price at which the Deal
Shares will be issued on the Effective Date. The
Board is therefore of the opinion that the Option
Agreement demonstrates the continued support of
Ascendis by its majority shareholder.
No fees are payable by Ascendis to C2C for this
agreement and there are no financial implications for
Ascendis as a result of this agreement.
C2C Option Exercise Dates: In respect of 50% of the Deal Shares, any time during
the period from 31 March 2015 to 30 April 2015 (“First
Option”).
In respect of the remaining Deal Shares, any time
during the period from 31 March 2016 to 30 April 2016
(“Second Option”).
Strike price: In respect of the First Option: R15 million, less the
Cash Top-Up, plus interest from the Effective Date,
less any dividends paid on the relevant Deal Shares.
In respect of the Second Option: R15 million, plus
interest from the Effective Date, less any dividends
paid on the relevant Deal Shares.
The effect of the abovementioned is that, should the
C2C Options be exercised, C2C will acquire the Deal
Shares at a price at least 50% higher than the price at
which they were issued to the Sellers.
Number of Ascendis shares subject A maximum of 1 818 182 Ascendis shares.
to the C2C Options:
C2C Option value: First Option – the present value of R15 million, less
the Cash Top-Up, plus interest from the Effective
Date, less any dividends paid on the relevant Deal
Shares.
Second Option – the present value of R15 million, plus
interest from the Effective Date, less any dividends
paid on the relevant Deal Shares.
Deemed transaction value: Maximum of R20 million.
Extent of interest: Indirect beneficial (through C2C, in which Gary
Shayne has an 85% indirect beneficial interest and
Cris Dillon has a 15% indirect beneficial interest).
Written clearance obtained: Clearance was obtained from the Chairman.
6 March 2014
Johannesburg
Sponsor
Nedbank Capital
Date: 06/03/2014 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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