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Disposal of Ascendis Pharma - 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 Health” or “the Company”)
DISPOSAL OF ASCENDIS PHARMA - RESULTS OF THE GENERAL MEETING
Shareholders are referred to the various announcements relating to the proposed disposal by
Ascendis Health SA Holdings Proprietary Limited, a wholly-owned subsidiary of Ascendis Health,
of its direct and indirect interests in the entities through which the business known as “Ascendis
Pharma” operates to (“Ascendis Pharma Disposal”):
- Pharma-Q Holdings Proprietary Limited and Imperial Logistics Limited (the “Pharma-
Q/Imperial Pharma Disposal”), for a base purchase consideration of R375 million; or
- in the event that shareholders do not approve the Pharma-Q/Imperial Pharma Disposal,
Austell Pharmaceuticals Proprietary Limited, for a base purchase consideration of R432
million (the “Austell Pharma Disposal”),
released on SENS by Ascendis Health, as well as to the circular issued to shareholders regarding
the Pharma-Q/Imperial Pharma Disposal and the Austell Pharma Disposal on 13 September
2022.
Shareholders are hereby advised that the general meeting of the Company regarding the
Pharma-Q/Imperial Pharma Disposal and the Austell Pharma Disposal was held at 10:00 today,
Thursday, 13 October 2022, via electronic communication (“General Meeting”). Shareholders
are further advised that at the General Meeting –
- Ordinary resolution number 1 - Approval of Pharma-Q/Imperial Pharma Disposal, was
not approved by the requisite majority of the Company’s shareholders; and
- Ordinary resolution 2 - Approval of the Austell Pharma Disposal (which was conditional
on Ordinary Resolution 1 not being approved), was approved by the requisite majority of
the Company’s shareholders.
Details of the results of the voting at the General Meeting are as follows:
Resolutions Shares Shares Votes for Votes Shares
proposed voted at voted resolution against abstained
General (%)1 (%) 2 resolution (%)1
Meeting (%) 2
(number)
Ordinary Resolution 1:
Approval of Pharma- 401,187,844 64.25% 0.63% 99.37% 0.19%
Q/Imperial Pharma
Disposal
Ordinary Resolution 2:
Approval of the Austell 401,187,844 64.25% 99.56% 0.44% 0.19%
Pharma Disposal
(conditional on Ordinary
Resolution 1 not being
approved)
Note:
1. As a percentage of the total number of shares in issue on as at the date of the General
Meeting (excluding treasury shares).
2. As a percentage of the total number of shares voted at the General Meeting.
3. The total number of shares in issue as at the date of the General Meeting was
632,469,959 ordinary shares of which 8,091,150 were treasury shares. Accordingly, the
total votable shares were 624,378,809 ordinary shares.
4. No resolutions were added or amended at the General Meeting.
Following this clear indication of support from the Company’s shareholders, the board of the
Company expects the Austell Pharma Disposal to close by end-October, and the proceeds
thereof will provide a significant contribution to creating a sustainable capital structure for the
Company. This, in turn, will allow the Company to focus on its operational strategies going
forward.
13 October 2022
Johannesburg
Sponsor
Valeo Capital
Date: 13-10-2022 03:07:00
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