Black Economic Empowerment transaction ASCENDIS HEALTH LIMITED (Incorporated in the Republic of South Africa) (Registration number 2008/005856/06) Share code: ASC ISIN: ZAE000185005 (“Ascendis” or “the Company”) Ascendis increases its Black Economic Empowerment (“BEE”) shareholding via a transaction concluded with WDB Investment Holdings Proprietary Limited (“WDBIH”). Highlights: - The transaction concluded with WDBIH will result in a meaningful increase in the BEE ownership in Ascendis over a three year period, excluding any further investment or disposal by existing or new BEE shareholders. - WDBIH is well established and a highly respected BEE partner and is committed, along with the Mineworkers Investment Company Proprietary Limited (“MIC”), to contributing notably to the continued success and transformation of Ascendis. - BEE remains a strategic imperative in the ongoing transformation of Ascendis and essential for a listed company operating in the private and public healthcare sector. - This transaction will have minimal earnings dilution or cost for Ascendis shareholders. 1. Introduction and transaction overview Further to the announcement released on 26 June 2014 relating to the R200 million BEE transaction concluded with the MIC, Ascendis is pleased to announce a follow-on BEE transaction concluded with WDBIH (“WDBIH Transaction”). Ascendis shareholders are hereby advised that WDBIH has subscribed for a R50 million direct equity interest in Ascendis with effect from 12 September 2014 by way of a general issue of Ascendis shares for cash. Following the receipt of JSE approval to list the additional shares, 3 628 710 Ascendis shares are hereby issued to WDBIH in terms of the JSE Listings Requirements. (“Initial Subscription”). The Initial Subscription was encouraged and facilitated by Ascendis due to WDBIH’s intent to increase its shareholding in Ascendis through concluding a transaction with Coast2Coast Investments Proprietary Limited (“C2C”), the majority shareholder of Ascendis, whereby WDBIH will increase its shareholding in Ascendis over a three year period through the transfer of Ascendis shares held by C2C (“Subsequent Investment”). The rationale for concluding the Subsequent Investment directly with C2C, as with the BEE transaction concluded with MIC, is to allow Ascendis to benefit from increased BEE ownership whilst not diluting the positions of the current Ascendis shareholders. The Subsequent Investment is set to be concluded within a 6 month period following the date on which the Initial Subscription is effected, subject to certain conditions precedent being fulfilled. The terms of the Subsequent Investment will be separately disclosed to shareholders once further details become available. 2. Background on WDBIH WDBIH is a private enterprise which was formed in 1996 with its major beneficiary and shareholder being the WDB Trust, whose beneficiaries are a broad-base of rural women and communities. To date, over R150 million has been repatriated to the WDB Trust to fund various development programmes focussing on the social and economic upliftment of rural women and households. WDBIH’s investment mandate is to invest in high growth sectors in South Africa and Africa, where it can generate capital growth as well as access to dividends. 3. Rationale for the WDBIH Transaction Notwithstanding the funding challenges presented in ownership transformation, Ascendis is committed to improving its BEE status and transforming the Company into an establishment which recognises its social responsibility as a committed South African corporate citizen. Accordingly, Ascendis intends augmenting its current BEE initiatives on an ongoing basis and this WDBIH Transaction is demonstrative of the further progress being made by the Company in respect of transformation and BEE ownership. Shareholders are advised that increasing Ascendis’ direct BEE ownership remains a strategic imperative for the Company. BEE is a prerequisite for sustainable growth in South Africa, particularly within the healthcare industry and as a result the board of directors believes that this WDBIH Transaction will be beneficial to all Ascendis shareholders. 4. Financial effects of the transaction The Initial Investment will have an immaterial financial effect on the earnings, headline earnings, adjusted headline earnings or net asset value per share attributable to Ascendis shareholders as only 1.5% of the Ascendis shares in issue as at 12 September 2014 represent additional shares as a result of the Initial Investment. 15 September 2014 Johannesburg Arranger and Financial Advisor Coast2Coast Investments Proprietary Limited Sponsor Investec Bank Limited Date: 15/09/2014 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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