ASCENDIS HEALTH LIMITED - Dealings in securities by directors

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 Shayne and Crispian Dillon

Nature of the transaction:                 As a consequence of their indirect beneficial interest in
                                           Ascendis held through Coast2Coast Investments Proprietary
                                           Limited (“C2C”), in which Gary Shayne has an 85% indirect
                                           beneficial interest and Crispian Dillon has a 15% indirect
                                           beneficial interest, certain option agreements pertaining to
                                           Ascendis acquisitions (“Acquisitions”) are required to be
                                           disclosed as dealings in securities by these directors.

                                           In some Acquisitions a portion of the total purchase
                                           consideration is settled by way of Ascendis ordinary shares
                                           (“Ascendis Shares”). In order to provide the acquired
                                           companies’ vendors (“Vendors”) with the required certainty
                                           regarding the rand value of the Ascendis Shares, C2C
                                           entered    into   an     arm’s    length option  agreement
                                           (“Option Agreement”) directly with the Vendors.

                                           Shareholders are referred to the SENS announcements
                                           dated 6 March 2014 relating to an Option Agreement,
                                           whereby C2C granted the Vendors a put option and the
                                           Vendors granted C2C a call option over the Ascendis
                                           Shares which were issued in part settlement of the purchase
                                           consideration (“Option Shares”).

                                           The exercise date over 50% of the Option Shares is
                                           between 31 March 2016 and 30 April 2016. The Vendors
                                           have elected to exercise their options in terms of the Option
                                           Agreement.

                                           The Option Agreement is a historical arm’s length
                                           transaction that stipulates the predetermined strike prices,
                                           exercise dates and exercise rights of the parties. As such
                                           the directors have no discretion over the timing or price of
                                           the Vendors’ rights to exercise under the Option Agreement.
Total number of Shares:                    909 091
Exercise price per share                   R18.45558
Total transaction value                    R16,777,801
Date of transaction                        18 April 2016

Class of shares                            Ordinary Shares

Transaction type                           Purchase, off market

Extent of interest:                        Indirect beneficial, through Gane Holdings, in which Gary
                                           Shayne has an 85% indirect beneficial interest and Crispian
                                           Dillon has a 15% indirect beneficial interest.

Written clearance obtained:                Clearance was obtained from the Chairman.



19 April 2016
Johannesburg
Sponsor
Investec Bank Limited

Date: 19/04/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.