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ASCENDIS HEALTH LIMITED - Ruling of the panel

Release Date: 19/06/2024 17:08
Code(s): ASC     PDF:  
Wrap Text
Ruling of the panel

                                                               ACN CAPITAL IHC PROPRIETARY LIMITED
               ASCENDIS HEALTH LIMITED
                                                              (Incorporated in the Republic of South
       (Incorporated in the Republic of South Africa)
                                                                              Africa)
          (Registration number: 2008/005856/06)
                                                             (Registration number: 2009/017511/07)
                     Share Code: ASC
                                                              A consortium led by ACN Capital IHC
                   ISIN: ZAE000185005
                                                                        (the "Consortium")
              ("Ascendis" or "the Company")


RULING OF THE PANEL


1.     INTRODUCTION

1.1.      Ascendis shareholders ("Shareholders") are referred to the circular to Shareholders
          issued on Monday, 18 December 2023 ("Circular"), the supplementary circular to
          Shareholders issued on 25 March 2024 ("Supplementary Circular"), the announcement
          released on the Stock Exchange News Service ("SENS") by the Takeover Regulation Panel
          ("Panel") on Friday, 19 April 2024 ("TRP Announcement"), and the announcement
          released by Ascendis on SENS on Tuesday, 23 April 2024 ("SENS Announcement").

1.2.      Capitalised terms used in this announcement that are not otherwise defined, bear the
          meanings ascribed to them in the Circular and Supplementary Circular.

1.3.      Shareholders are hereby advised that following the investigation referred to in the TRP
          Announcement, the Panel issued a ruling in terms of which the Consortium has been found
          by the Panel to have contravened certain provisions of the Takeover Provisions. The Panel
          has now required the Consortium to supplement both the firm intention announcement
          released on SENS on 27 November 2023, as supplemented on 17 January 2024 and 25
          March 2024 and the Circular, as supplemented by the Supplementary Circular, to fully
          disclose all concert party relationships.

1.4.      Ascendis and the Consortium strongly disagree with the Panel's findings and are assessing
          their legal options in order to oppose them in the appropriate forum.

1.5.      A copy of the report prepared by the investigator and the TRP ruling is available on the
          Company's website https://ascendishealth.com/investor-relations/circulars/

1.6.      Shareholders will be advised of further information in due course.

2.     RESPONSIBILITY STATEMENTS

2.1.      The Independent Board and the Board (to the extent that the information relates to
          Ascendis), collectively and individually, accept responsibility for the information contained
          in this announcement and certify that, to the best of their knowledge and belief, the
          information contained in this announcement relating to Ascendis is true and that this
          announcement does not omit anything that is likely to affect the importance of such
          information.

2.2.      The Consortium (to the extent that the information relates to the Consortium) accept
          responsibility for the information contained in this announcement and certifies that, to the
          best of their knowledge and belief, the information contained in this announcement relating
          to the Consortium and the Exit Offer is true and that this announcement does not omit
          anything that is likely to affect the importance of such information.


Johannesburg
19 June 2024

Corporate Advisor and Sponsor to Ascendis
Valeo Capital (Pty) Ltd

Legal Advisor to Ascendis
Solaris Law Proprietary Limited

Date: 19-06-2024 05:08:00
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