Wrap Text
ASC-Final Terms of a Fully Underwritten Renounceable Rights Offer, Posting of Circular and Notice of General Meeting
ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
ISIN: ZAE000185005 Share code: ASC
(“Ascendis” or the “Company”)
FINAL TERMS OF A FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER OF R1.2 BILLION (“THE
RIGHTS OFFER”) AND POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders of Ascendis (“Shareholders”) are referred to the announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 24 May 2016 (“Acquisition
Announcement”), wherein Shareholders were advised that Ascendis had entered into agreements to
acquire, directly or indirectly, through two distinct and divisible transactions:
- The entire issued share capital of Remedica Holdings Limited (“Remedica”), a pharmaceutical
company based in Cyprus (the “Remedica Transaction”); and
- The entire issued share capital of Scitec International S.à r.l. (“Scitec”), a European sports
nutrition company (the “Scitec Transaction”, together with the Remedica Transaction, the
“Transactions”); and
the Rights Offer declaration announcement released on SENS on 30 June 2016 which included the
declaration information relating to the Rights Offer (the “Declaration Announcement”).
The Company is pleased to announce that the board of directors (the “Board”) has finalised the terms of
the Rights Offer as set out in paragraph 3 below.
2. POSTING OF CIRCULAR
Shareholders are advised that the circular containing the details of the Transactions incorporating a
notice of general meeting and form of proxy (the “Acquisition Circular”) and details of the Rights Offer
including form of instruction in respect of renounceable letters of allocation (the “Rights Offer Circular”,
together with the Acquisition Circular, the “Circular”) has been posted to Shareholders today,
12 July 2016.
The Rights Offer Circular will be posted again on Thursday, 21 July 2016 to new certificated
Shareholders who become Shareholders post 1 July 2016 and will be posted on Tuesday, 26 July 2016
to dematerialised Shareholders on request.
The Circular is also available on the Ascendis website (www.ascendis.co.za) as from 12 July 2016.
3. SALIENT TERMS OF THE RIGHTS OFFER
The salient terms of the Rights Offer are as follows:
- Qualifying Shareholders recorded in the share register on Friday, 22 July 2016 (the “Record Date”) are
offered, on the terms and conditions set out in the Rights Offer Circular, 54 545 454 new ordinary
shares of no par value ("Rights Offer Shares") at a subscription price of ZAR22.00 per Rights Offer
Share (“Subscription Price”), in the ratio of 18.25033 Rights Offer Shares for every 100 Ascendis
ordinary shares (“Ascendis Shares”) held on the Record Date. Fractions of Rights Offer entitlements
will be allotted and each Qualifying Shareholder's Rights Offer entitlement will be rounded down to the
nearest whole number;
- the Subscription Price is at a discount of c.13.3% to the closing price on 11 July 2016 of R25.37 and
c.8.4% to the 30 day volume weighted average price on 11 July 2016 of R24.02;
- the Subscription Price is at a discount of c.17.0% to the Ascendis high share price of ZAR26.50 on
the 4 July 2016 and is a significant discount to the expected normalised share price post the
Transactions based on the 48.4% accretion to normalised headline earnings per share;
- upon their issue, the Rights Offer Shares will be listed on the securities exchange operated by the
JSE and will rank, pari passu, in all respects with the existing issued Ascendis Shares;
- the latest time and date of acceptance and payment in full for the Rights Offer Shares will be 12:00
(South African time) on Friday, 5 August 2016 ("Rights Offer Closing Date");
- certificated Qualifying Shareholders must complete the form of instruction in accordance with the
instructions contained therein and return it to Computershare Investor Services Proprietary Limited
(the “Transfer Secretaries”) so as to be received by the Transfer Secretaries by no later than
Monday, 1 August 2016;
- dematerialised Qualifying Shareholders are advised to contact their Central Securities Depository
Participant ("CSDP") or broker as early as possible to establish the latest times for acceptance of the
Rights Offer, as set out in the relevant custody agreement, as this may be earlier than 12:00 (South
African time) on the Rights Offer Closing Date;
- letters of allocation will be issued in dematerialised form and an electronic record for certificated
Qualifying Shareholders will be maintained by the Transfer Secretaries. This will enable both
dematerialised and certificated holders of Ascendis Shares to sell or renounce some or all of their
rights to Rights Offer Shares in accordance with the procedures set out in the Rights Offer Circular;
and
- all Rights Offer Shares not subscribed for in terms of the Rights Offer will be available for allocation to
Qualifying Shareholders that wish to apply for a greater number of Rights Offer Shares than the pro
rata shares offered to them in terms of the Rights Offer. Accordingly, Qualifying Shareholders may
also apply for additional Rights Offer Shares in excess of the Rights Offer Shares pro rated to them in
terms of the Rights Offer, on the same terms and conditions as those applicable to their Rights Offer
entitlement. The right to apply for additional Rights Offer Shares is transferable and will be transferred
upon renunciation or sale together with the Rights Offer entitlement so renounced or sold.
- An announcement will be released on SENS on or about Monday, 8 August 2016 and published in the
South African press on Wednesday, 10 August 2016 stating the results of the Rights Offer and the
basis of allocation of any additional Rights Offer Shares for which application is made.
4. FULFILLMENT OF CONDITIONS PRECEDENT RELATING TO THE RIGHTS OFFER
The conditions precedent to the Rights Offer as specified in the Declaration Announcement have all been
fulfilled. The JSE has approved the application for the listing of the letters of allocation and the Rights
Offer Shares required to implement the Rights Offer.
5. UNDERWRITING AND IRREVOCABLE COMMITMENTS
Ascendis has entered into an underwriting agreement with Absa Bank Limited (acting through its
Corporate and Investment Bank division) (“Absa”) and HSBC Bank plc (“HSBC”) (the “Underwriters”),
pursuant to which the Underwriters have severally agreed, subject to customary conditions, to underwrite
any Rights Offer Shares not subscribed for pursuant to the Rights Offer.
Ascendis has secured irrevocable undertakings from certain existing shareholders and new strategic
investors to the total value of R2.3 billion to participate in the Rights Offer and the subsequent vendor
consideration placement.
Included in the irrevocable commitments, Coast2Coast Capital Proprietary Limited, which currently
directly or indirectly owns approximately 41% of the issued share capital of Ascendis, has committed to
follow its rights under the Rights Offer, and/or successfully allocate any portion of its rights not taken up
under the Rights Offer pursuant to back-to-back commitments, with the combined value thereof being up
to c.R520 million.
The directors of the Board intend to follow their rights in terms of the Rights Offer.
Ascendis has furthermore received irrevocable undertakings from approximately 62% of Shareholders to
vote in favour of the Transactions at the General Meeting.
6. APPLICATION OF PROCEEDS
The Transactions will be funded by way of a combination of a new debt facility to the value of
EUR180 million, a vendor consideration placement of ZAR1.2 - 1.5 billion and the Rights Offer.
It is Ascendis' intention to use the proceeds of the Rights Offer to partially fund the Transactions and
associated transaction costs.
7. SALIENT DATES AND TIMES
Rights Offer 2016
Declaration date announcement in respect of the Rights Offer Thursday, 30 June
released on SENS
Finalisation date announcement in respect of the Rights Offer Tuesday, 12 July
released on SENS
Circular and Form of Instruction (pink) distributed to Shareholders Tuesday, 12 July
Last day to trade in Ascendis Shares in order to participate in the Tuesday, 19 July
Rights Offer
Listing and trading of Letters of Allocation on the JSE under JSE Wednesday, 20 July
code: ASCN and ISIN ZAE000221891 commences 09:00
Ascendis Shares commence trading on the JSE ex Rights Offer Wednesday, 20 July
entitlement at 09:00
Circular and Form of Instruction (pink) distributed to Certificated Thursday, 21 July
Shareholders who became shareholders post 1 July but prior to the
Initial Record Date
Record date for determination of Qualifying Shareholders entitled to Friday, 22 July
participate in the Rights Offer (Initial Record Date) at close of
business
Rights Offer opens at 9:00 Monday, 25 July
Qualifying Dematerialised Shareholders will have their accounts at Monday, 25 July
their CSDP or Broker automatically credited with their entitlement
Qualifying Certificated Shareholders on the Register will have their Monday, 25 July
entitlement credited to their accounts held with the Transfer
Secretaries
Circular and Form of Instruction posted to Dematerialised Tuesday, 26 July
Shareholders, where applicable
Payment to be made and Form of Instruction (pink) to be lodged at Monday, 1 August
Transfer Secretaries by Certificated Shareholders by 12:00
Last day to trade Letters of Allocation on the JSE in order to settle Monday, 1 August
trades by the Record date for the Letters of Allocation and participate
in the Rights Offer at the close of business
Determination of the cash value in relation to fractional entitlements Tuesday, 2 August
Listing and trading Rights Offer Shares commences on the JSE at Tuesday, 2 August
09:00
Announcement on SENS regarding the cash value in relation to Thursday, 4 August
fractional entitlements
Rights Offer closes at 12:00 Friday, 5 August
Record date for Letters of Allocation (Final Record Date) Friday, 5 August
Qualifying Dematerialised Shareholders’ accounts updated and Monday, 8 August
debited by CSDP or broker (in respect of payments for Rights Offer
Shares)
Certificates distributed to Qualifying Certificated Shareholders (in Monday, 8 August
respect of the Rights Offer Shares)
Results of Rights Offer announced on SENS Monday, 8 August
Results of Rights Offer published in the press Wednesday, 10 August
Refunds (if any) to Qualifying Certificated Shareholders in respect of Thursday, 11 August
unsuccessful excess applications made
Qualifying Dematerialised Shareholders’ accounts updated and Thursday, 11 August
debited by their CSDP or Broker (in respect of successful excess
applications)
Certificates distributed to Qualifying Certificated Shareholders (in Thursday, 11 August
respect of successful excess applications)
General Meeting 2016
Record date to receive the Circular and Notice of General Meeting Friday, 1 July
Circular, Notice of General Meeting and Form of Proxy distributed to Tuesday, 12 July
Shareholders
Last day to trade in order to be eligible to vote at the General Meeting Monday, 1 August
Record date to participate in and vote at the General Meeting Friday, 5 August
Forms of Proxy for the General Meeting to be lodged with Ascendis or Monday, 8 August
the Transfer Secretaries by no later than 09:00
General Meeting held at Block A Silverwood, Steenberg Office Park, Thursday, 11 August
Silverwood Close, Tokai, Cape Town, 7945 at 9:00
Results of General Meeting to be released on SENS Thursday, 11 August
Results of General Meeting published in the press Friday, 12 August
Notes:
1. All dates and times may be changed by Ascendis and/or may be subject to the obtaining of certain
regulatory approvals. Any change will be published on SENS.
2. Shareholders should note that as transactions in Ascendis Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three business says after such
trade.
3. All times tabled above are local South Africa times.
4. Share certificates may not be dematerialised or rematerialised between Wednesday, 20 July 2016
and Friday, 22 July 2016.
8. NOTICE OF GENERAL MEETING
Shareholders are invited to attend the General Meeting, to be held at Block A Silverwood, Steenberg
Office Park, Silverwood Close, Tokai, Cape Town, 7945 on Thursday, 11 August 2016 at 9:00 in order to
consider, and if deemed fit, approve the resolutions set out in the notice of General Meeting, which has
been posted with the Circular.
9. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects tabled below are updated from those presented in the Acquisition
Announcement. The updates are as a result of the determination of the actual rather than estimated
transaction costs as well as finalisation of the reviewed interim results for Scitec and Remedica, where
unreviewed management accounts were used for the purpose of the Acquisition Announcement.
For the purposes of reviewing the pro forma financial information tabled below, it is important to note that
the earnings, diluted earnings, headline earnings and diluted headline earnings have the full transaction
costs of ZAR135 million expensed against only 6 months of earnings. As such the normalised earnings
are deemed more representative of the effect of the transactions on Ascendis’ earnings on an on-going
basis, which effect has not changed materially from that disclosed in the Acquisition Announcement.
The table below sets out the pro forma financial effects of the Scitec Transaction and the Remedica
Transaction on the published unaudited interim results of Ascendis for the six month period ended
31 December 2015. The pro forma financial effects have been prepared for illustrative purposes only and
because of their pro forma nature, may not fairly present the Company’s financial position, changes in
equity, results of operations or cash flows, nor the effect and impact of the Scitec Transaction and the
Remedica Transaction going forward.
The pro forma financial effects have been prepared using accounting policies that comply with IFRS and
that are consistent with those applied in the published unaudited interim results of Ascendis for the six
month period ended 31 December 2015. The pro forma financial effects are presented in accordance
with the JSE Listings Requirements and the guide on Pro forma Financial Information issued by the
South African Institute of Chartered Accountants and ISAE 3420 (Assurance Engagements to Report on
the Compilation of Pro forma Financial Information Included in a Prospectus).
The directors of the Company are responsible for the compilation, contents and preparation of the pro
forma financial effects. Their responsibility includes determining that the pro forma financial effects have
been properly compiled on the basis stated, which is consistent with the accounting policies of Ascendis
and that the pro forma adjustments are appropriate for purposes of the pro forma financial information
disclosed pursuant to the JSE Listings Requirements.
The pro forma financial effects should be read in conjunction with the pro forma condensed group
statement of financial position and the pro forma condensed group income statement contained in the
Circular.
6 months to 31 December 2015
Pro forma Pro forma
post the post the Pro forma
Scitec Remedica post the
Before Transaction Change Transaction Change Transactions Change
ZAR (cents) (cents) (%) (cents) (%) (cents) (%)
(1) (2) (2)/(1) (3) (3)/(1) (4) (4)/(1)
Earnings per share 48.75 37.36 -23.4% 41.61 -14.6% 33.08 -32.1%
Diluted earnings per share 48.75 37.36 -23.4% 41.61 -14.6% 33.08 -32.1%
Headline earnings per share 48.52 37.17 -23.4% 41.42 -14.6% 32.92 -32.1%
Diluted headline earnings per share 48.52 37.17 -23.4% 41.42 -14.6% 32.92 -32.1%
Normalised headline earnings per share 56.04 63.99 14.2% 80.36 43.4% 83.15 48.4%
Diluted normalised headline earnings per share 56.04 63.99 14.2% 80.36 43.4% 83.15 48.4%
Net asset value per share 687 914 33.1% 941 37.0% 1,096 59.6%
Net tangible asset value per share (236) (718) 204.9% (672) 185.3% (1,015) 331.0%
Weighted average number of shares in issue
(thousands) 270,259 324,804 20.2% 333,649 23.5% 388,195 43.6%
Number of shares in issue (thousands) 271,729 326,274 20.1% 335,119 23.3% 389,665 43.4%
1. The Ascendis information reflected in the "Before" column has been extracted from the published
interim results for the six month period ended 31 December 2015.
2. The "Pro forma post the Scitec Transaction" column has been calculated on the basis that only the
Scitec Transaction has been implemented. The Scitec information has been extracted from the
reviewed interim financial statements for the six month period ended 31 December 2015. Scitec
reported a profit after tax of EUR10.6 million and net assets of EUR73.6 million for the 12 months
ended 31 December 2015 in its audited annual financial statements. The 6 months earnings to
31 December 2015 utilised in the pro forma financial effects, represent approximately 40% of profits
earned for the financial year ended 31 December 2015 based on the reviewed 6 months results of
Scitec and the audited annual financial statements for the period ended 31 December 2015
3. The "Pro forma post the Remedica Transaction" column has been calculated on the basis that only
the Remedica Transaction has been implemented. The Remedica information has been extracted
from the reviewed interim financial statements for the six month period ended 31 December 2015.
Remedica reported a profit after tax of EUR14.5 million and net assets of EUR85.0 million in its
audited annual financial statements for the year ended 31 December 2015.
4. The effects on earnings, diluted earnings, headline earnings, diluted headline earnings, normalised
headline earnings and diluted normalised headline earnings are calculated on the basis that the
Scitec Transaction and the Remedica Transaction were effective 1 July 2015, while the effects on net
asset value and net tangible asset value per share are calculated on the basis that the Scitec
Transaction and the Remedica Transaction were effective 31 December 2015.
5. The effects on earnings, diluted earnings, headline earnings, diluted headline earnings, normalised
headline earnings and diluted normalised headline earnings are calculated on the basis that the
Transactions were effective 1 July 2015, while the effects on net asset value and net tangible asset
value per share are calculated on the basis that the Transactions were effective 31 December 2015.
6. The statements of comprehensive income for Remedica and Scitec have been translated at the
average exchange rate for the period 1 July 2015 to 31 December 2015 of ZAR15.00: EUR1 and the
statements of financial position have been translated at the exchange rate of ZAR16.93:EUR1 as at
31 December 2015.
7. The purchase considerations are converted to ZAR at the current exchange rate of ZAR16.40:EUR1,
except for the Shares issued directly to Remedica shareholders which are converted at the
contractual rate of R17.00:EUR1, and assumes no Remedica earn out payment
8. The pro forma consolidation adjustment relates to the amortisation of intangibles and depreciation of
assets identified through a provisional fair value allocation exercise as follows:
Fair value Useful life
Remedica
(ZAR’m) (years)
Marketing related intangible assets 580.5 40
Contract-based intangible assets 1,327.5 30
Buildings 435 296 -
Construction in progress 19 566 -
Plant and machinery 394 242 20
Motor vehicles 10 378 5
Furniture and fittings 122 967 10
Lab machinery and instruments 65 821 20
Scitec
Marketing related intangible asset 844.6 Indefinite
Trade secrets and core recipes 1,330.6 Indefinite
Non-core recipes 167.9 20
Machinery 69 461 20
Other equipment 28 874 6
Construction in progress 18 673 -
The balance of the excess of the purchase consideration over the net asset value is allocated
to goodwill.
9. Interest is assumed to have accrued on bank debt and vendor debt raised to fund a portion of the
purchase consideration at an average pre-tax rate of 4% per annum. No interest is however payable
to the vendors on the purchase consideration.
10. No adjustment has been recognised for the revaluation of the Euro denominated debt over the
period. At each reporting date, the Company will be required to revalue the Euro denominated debt to
account for the translation into the South African Rand functional currency. Any difference will be
charged to Other Comprehensive Income for the period and recognised in the Foreign Currency
Translation Reserve
11. Transaction costs related to the Transactions of ZAR135 million have been expensed. Costs directly
attributable to equity and debt have been capitalised. ZAR58 million has been capitalised to equity.
ZAR65 million has been capitalised to debt and is amortised over the term of the facility.
12. The following pro forma adjustments are reversed in the determination of pro forma normalised
headline earnings per share:
o Amortisation of intangibles raised through the fair value allocation exercise;
o Transaction costs expensed to, or amortised through the income statement; and
o Related tax charges.
13. The number and weighted average number of shares in issue are increased by 117,935,641 shares
at an assumed issue price of ZAR22 per share as follows:
o 54,545,454 shares issued in the equity raise to fund the Scitec initial consideration
o 54,545,454 shares issued in the equity raise to fund the Remedica initial consideration
o 7,727,273 shares in terms of EUR 10 million issue as part of the Remedica initial
consideration
o 1,117,460 shares issued as consideration for the Remedica control premium
The detailed pro forma financial effects, as reported on by the reporting accountants, including notes and
assumptions are disclosed in the Circular.
12 July 2016
Johannesburg
Corporate Advisor
Coast2Coast Capital Proprietary Limited
Joint Global Coordinators, Underwriters and Financial Advisors
Absa Bank Limited (acting through its Corporate and Investment Bank division) and HSBC Bank plc
Transaction Sponsor
Absa Bank Limited (acting through its Corporate and Investment Bank division)
Sponsor
Investec Bank Limited
Legal Advisors to Company
Cliffe Dekker Hofmeyr Inc.
Legal Advisors to the Joint Global Coordinators, Underwriters and Financial Advisors
Bowman Gilfillan Inc.
Freshfields Bruckhaus Deringer LLP
Reporting Accountant to Ascendis
PricewaterhouseCooper Ltd
Reporting Accountant to Scitec and Remedica
Ernst & Young Incorporated
DISCLAIMERS
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by
law and therefore persons in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions. This announcement is not for
release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United
States or any jurisdiction where to do so would constitute a violation of applicable law or regulation.
This announcement does not constitute or form part of any offer for sale of, or a solicitation of any offer to
buy or subscribe for, or any investment advice in connection with, the securities discussed herein in any
jurisdiction. Any securities that may be offered in the Rights Offer or vendor consideration placement or
any other share issuance have not been, and will not be, registered under the US Securities Act or the
laws of any other jurisdiction and may not be offered or sold in the United States or any other such
jurisdiction absent registration or an exemption from registration under such Act or qualification under the
laws of such other jurisdiction.
Absa Bank Limited (acting through its Corporate and Investment Bank division) and HSBC Bank plc are
acting exclusively for the Company and no one else in connection with the Rights Offer. They will not
regard any other person (whether or not a recipient of this announcement) as their respective clients in
relation to the Rights Offer and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients nor for giving advice in relation to the Rights Offer or
any transaction or arrangement referred to herein. No representation or warranty, express or implied, is
made by Absa Bank Limited (acting through its Corporate and Investment Bank division) and HSBC Bank
plc as to the accuracy, completeness or verification of the information set forth in this announcement, and
nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future.
Date: 12/07/2016 10:47:00 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.
Sharenet Sites 
