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ASCENDIS HEALTH LIMITED - Dealings in securities by directors

Release Date: 29/06/2015 14:18
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” or the “Company”)


Dealings in securities by directors

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 Shayne and Crispian Dillon.

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

                                        Prior to the listing of Ascendis on 22 November 2013
                                        (“Listing”), Ascendis acquired a company (“Acquired
                                        Company”) on the basis that a portion of the total
                                        purchase consideration is settled by way of Ascendis
                                        ordinary shares (“Ascendis Shares”) on a deferred
                                        basis. In order to provide the vendors of the
                                        Acquired Company (“Vendors”) with the required
                                        certainty regarding the rand value of the listed
                                        Ascendis Shares at the future negotiated date, Gane
                                        Holdings entered into a separate arms length option
                                        agreement (“Option Agreement”) directly with the
                                        Vendors.

                                        The guaranteed return offered to the Vendors is
                                        measured in relation to the performance of the
                                        Acquired Company in relation to the performance of
                                        the Ascendis Share price over a specified period. To
                                        the extent the Acquired Company produces returns
                                        exceeding the hurdle return as agreed upon, there
                                        will be a transfer of a set number of Ascendis Shares
                                        from Gane Holdings to the respective Vendors at a
                                        nominal price, failing which there shall be a
                                        reciprocal transfer of Ascendis Shares from the
                                        respective Vendors to Gane Holdings at a nominal
                                        price.

                                        No fees are payable by Ascendis to Gane Holdings
                                        for this agreement and there are thus no financial
                                        implications for Ascendis as a result of this
                                        agreement.

Total number of shares:                 1,818,182

Value per Share:                        R0.00

Transaction value:                      R100.00

Date of transaction:                    29 June 2015

Class of shares:                        Ordinary shares

Nature of transaction:                  Purchase, off market

Extent of interest:                     Indirect beneficial (through Gane Holdings, 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


29 June 2015
Johannesburg

Sponsor
Investec Bank Limited

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