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ASC - Amendment to the treatment of fractional entitlements in the Circular issued to Shareholders on 12 July 2016
ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
ISIN: ZAE000185005 Share code: ASC
(“Ascendis” or the “Company”)
AMENDMENT TO THE TREATMENT OF FRACTIONAL ENTITLEMENTS IN THE
CIRCULAR ISSUED TO SHAREHOLDERS ON 12 JULY 2016
Shareholders of Ascendis (“Shareholders”) are referred to the circular issued to
Shareholders on 12 July 2016 relating to a General Meeting of Shareholders on
11 August 2016 and an underwritten renounceable rights offer (“Rights Offer”) (the
“Circular”).
With the advent of electronic settlement, and the subsequent impact on electronic
corporate actions in the South African market, combined with the JSE Limited’s (“JSE”)
move to a T+3 settlement cycle, the Listings Requirements of the JSE were amended
(“LR Amendments”) to make provision for the treatment of fractions in relation to
corporate actions.
The historical treatment of fractions of all securities being rounded up or down based on
the standard rounding convention, (i.e. allocations rounded down to the nearest whole
number if they are less than 0.5 and rounded up to the nearest whole number if they
are equal to or greater than 0.5) has been changed to a singular rounding down
principle in terms of the LR Amendments.
The LR Amendments now provide for a cash value of the fraction at the volume
weighted average price less 10% on the last day to trade +1 to be paid out to securities
holders.As advised by the JSE, the LR Amendments were incorporated into the Circular
to Shareholders (with particular reference to the “Salient Dates and Times of the Rights
Offer” on page 22, paragraph 6 on page 25, and in Annexure 2 of the Circular).
Subsequent to the posting of the Circular, the JSE has concluded that the LR
Amendments do not apply to rights offers and, as such, the references thereto in the
Circular should be amended to revert to the historical treatment.
Shareholders should therefore note that, as a result, all allocations with respect to the
Rights Offer will be rounded down to the nearest whole number if they are less than 0.5,
and rounded up to the nearest whole number if they are equal to or greater than 0.5,
and that no cash portion will be payable for any fractional entitlement.
Furthermore, Shareholders are to note that this announcement replaces the
abovementioned provisions in the Circular.
21 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: 21/07/2016 02:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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