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ASCENDIS HEALTH LIMITED - Dealings in securities by directors

Release Date: 13/12/2013 16:05
Code(s): ASC     PDF:  
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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:             Ascendis has entered into an agreement (which
                                       remains subject to certain conditions precedent) to
                                       purchase a company (“Target”), the size of which is
                                       below a category two transaction in terms of the
                                       Listings Requirements (i.e. less than 5% of the issued
                                       share capital and/or market capitalisation of
                                       Ascendis), and in terms of which approximately 2 843
                                       601 Ascendis shares (based on the closing price of
                                       Ascendis shares on the JSE on 12 December 2013),
                                       subject to a maximum of 3 750 000 Ascendis shares,
                                       will be issued to the sellers as part payment for the
                                       purchase consideration (“Ascendis Shares”). The
                                       Ascendis Shares will only become freely tradable after
                                       five years from date of issue to the sellers.

                                       Bounty Brands Proprietary Limited (“Bounty Brands”)
                                       (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
                                       separate agreements with the sellers whereby Bounty
                                       Brands benchmarks the future performance of the
                                       Ascendis Shares relative to the financial performance
                                       of the Target (“Bounty Brands Option”) at a future date
                                       (“Bounty Brands Option Trigger Date”).

                                       Permission was granted to Bounty Brands by the
                                       Ascendis board of directors, excluding Gary Shayne
                                       and Cris Dillon (“the Board”), to enter into the
                                       aforementioned agreements, as in the Board’s view it
                                       promotes a long-term incentive to the sellers of the
                                       Target, which potentially translates into further growth
                                       for Ascendis.

                                       No fees are payable by Ascendis for these
                                       agreements and there are no financial implications for
                                       Ascendis as a result of these agreements
Bounty Brands Option Trigger           The earlier of 28 February 2019, the receipt of a
Date:                                  mandatory offer for Ascendis shares as defined in
                                       section 123 of the Companies Act No.71 of 2008 on or
                                       before 28 February 2019, and the delisting of
                                       Ascendis (not accompanied by a mandatory offer) on
                                       or before 28 February 2019
Strike price:                          Nil, save for in the case where Ascendis is delisted, in
                                       which case the strike price will be determined with
                                       reference to the performance of the Target
Deemed number of Ascendis              2 843 601 (based on the closing price of Ascendis
shares subject to the Bounty           shares on the JSE on12 December 2013), subject to a
Brands Option:                         maximum of 3 750 000 Ascendis shares, which
                                       number will be adjusted up or down by the Bounty
                                       Brands Option value determinants
Deemed Bounty Brands Option            Present day value of nil (may be adjusted by various
value:                                 future value determinants as at the Bounty Brands
                                       Option Trigger Date)
Deemed transaction value:              R30 million
Extent of interest:                    Indirect beneficial (through Bounty Brands, in which
                                       Gary Shayne has a 85% indirect beneficial interest
                                       and Crispian Dillon has a 15% indirect beneficial
                                       interest)
Written clearance obtained:            Clearance was obtained from the Chairman


13 December 2013

Johannesburg

Sponsor

Nedbank Capital

Date: 13/12/2013 04:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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