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ASCENDIS HEALTH LIMITED - Dealing in securities related to Ascendis Health Broad Based Black Economic Empowerment transaction

Release Date: 26/06/2014 12:46
Code(s): ASC     PDF:  
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Dealing in securities related to Ascendis Health Broad Based Black Economic Empowerment transaction

ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
JSE share code: ASC ISIN: ZAE000185005
 (“Ascendis”)

Dealing in securities by non-executive directors related to Ascendis Health Broad Based Black
Economic Empowerment transaction

In terms of paragraphs 3.63 to 3.74 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 (non-executive
                                       directors).

Nature of the transaction:             Coast2Coast Investments Proprietary Limited (“C2C”)
                                       (in which Gary Shayne and Crispian Dillon have a
                                       100% beneficial interest), which does not form part of
                                       the Ascendis group of companies, has entered into a
                                       separate agreement (the “Debenture Agreement”) with
                                       the MIC Investment Holdings (Pty) Ltd (“MIC”), dated
                                       30 June 2014, whereby C2C has issued the MIC a
                                       fixed coupon convertible, redeemable debenture at a
                                       face value of R200 million (the “Convertible
                                       Debenture”), convertible in three tranches into
                                       Ascendis shares which are owned by C2C.

                                       1.    Tranche 1: R30 million convertible,
                                             redeemable debenture at a fixed coupon rate of 15%.
                                       2.    Tranche 2: R30 million convertible,
                                             redeemable debenture at a fixed coupon rate of 15%.
                                       3.    Tranche 3: R140 million convertible,
                                             redeemable debenture at a fixed coupon rate of 13%.

Debenture issue date:                  R200m Convertible Debenture issued on 30 June
                                       2014.

Conversion rights:                     The Convertible Debenture will convert into Ascendis
                                       shares in 3 annual tranches, off-market, as follows:

                                           1.  Mandatory conversion of R30 million, on 30
                                               June 2015, at a price per Ascendis share at
                                               the lower of a 7% discount to the Share Price
                                               (30 day volume weighted average price
                                               (“VWAP”)) or a price which results in a
                                               Forward P/E ratio of not less than 13x or more
                                               than 16.5x
                                           2.  Optional conversion, at the election of the
                                               MIC, of a further R30 million on 30 June 2016
                                               at a price per Ascendis share at the lower of
                                               10% discount to the Share Price (30 day
                                               VWAP) or at a price that results in a Forward
                                               P/E ratio of not less than 13x or more than
                                               16.5x
                                           3.  Optional conversion, at the election of the
                                               MIC, of the remaining R140 million on 30
                                               June 2017 at a price per Ascendis share at
                                               the lower of 12.5% discount to the Share
                                               Price (30 day VWAP) or a price which results
                                               in a Forward P/E ratio of not less than 13x or
                                               more than 16.5x.

Number of Ascendis shares subject     17 857 143 Ascendis shares
to the convertible:

Deemed transaction value:             Maximum value of R200 million.

Extent of interest:                   Indirect beneficial (through C2C, in which Gary
                                      Shayne and Crispian Dillon have a 100% beneficial
                                      interest).

Written clearance obtained:           Clearance was obtained from the Chairman.



26 June 2014

Johannesburg

Sponsor

Investec Corporate Finance

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