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Declaration Announcement Relating To A Fully Underwritten Renounceable Rights Offer
ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
ISIN: ZAE000185005 Share code: ASC
(“Ascendis” or the “Company”)
DECLARATION ACCOUNCEMENT RELATING TO A FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER OF R750
MILLION AT R20.00 PER SHARE
1. INTRODUCTION AND RATIONALE
Shareholders of Ascendis (“Shareholders”) are referred to the voluntary announcement released on the Stock Exchange
News Service (“SENS”) of the JSE Limited (“JSE”) on 1 November 2017 (“Voluntary Rights Offer Announcement”), wherein
Shareholders were advised that Ascendis intends pursuing a rights offer to raise approximately R750 million (“Rights Offer”)
and the subsequent announcement released on SENS on 13 November 2017, wherein Shareholders were informed of the
signature of a deed of variation, in terms of which a portion of the deferred vendor consideration payment owing to the sellers
of Remedica Holdings Limited (registration number HE 3559) would be settled in advance of the original due date at a discount
to its outstanding value (“Accelerated Payment”).
The board of directors of Ascendis (“Board”) has resolved to undertake a fully underwritten rights offer to raise approximately
R750 million to fund the Accelerated Payment. Settlement of the Accelerated Payment will result in a significant reduction in
the overall indebtedness of Ascendis and furthermore, reduces repayment risk and foreign exchange risk by settling a
medium-term obligation at current exchange rates. This in line with Ascendis’ current strategy to reduce its debt position to a
level which the Board considers to be more in line with its target capital structure and which will provide sufficient flexibility to
pursue its growth strategy.
The Rights Offer is fully underwritten by a wholly owned subsidiary of the major shareholder, Coast2Coast Capital Proprietary
Limited. No underwrite fee will be charged by the underwriter.
2. SALIENT TERMS OF THE RIGHTS OFFER
The salient terms of the Rights Offer are as follows:
- Shareholders and their qualifying renouncees recorded in the share register on the Record Date, being Friday, 1
December, (“Qualifying Shareholders”) are offered, on the terms and conditions set out in the Circular, 37,501,366 new
ordinary shares of no par value ("Rights Offer Shares") at an issue price of R20.00 per Rights Offer Share (“Issue
Price”), in the ratio of 8.36500 Rights Offer Shares for every 100 Ascendis ordinary shares (“Shares”) held on the Record
Date. In accordance with the JSE Listings Requirements, in respect of fractional entitlements that arise, all allocations 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 no cash portion will be payable for any fractional entitlement;
- the Issue Price of R20.00 per Rights Offer Share is at a premium of 4.6% to the 30 day volume weighted traded average
price (“VWAP”) on Tuesday, 31 October 2017 of R19.12, being the date immediately prior to the Voluntary Rights Offer
Announcement date. Pricing has been set at a premium to market as the Board believes the current price is not reflective
of the Company’s intrinsic value;
- upon their issue, the Rights Offer Shares will be listed on the JSE and will rank pari passu in all respects with the existing
issued 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, 15 December 2017 ("Rights Offer Closing Date");
- certificated Qualifying Shareholders wishing to sell all or some of their Rights Offer Shares must complete the form of
instruction in accordance with the instructions contained therein and return it to Computershare Investor Services
Proprietary Limited (“Transfer Secretaries”) so as to be received by them by no later than Tuesday, 12 December 2017;
- certificated Qualifying Shareholders wishing to accept or renounce their Rights Offer Shares must complete the form of
instruction in accordance with the instructions contained therein and return it to the Transfer Secretaries so as to be
received by them by no later than Friday,15 December 2017;
- 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 shareholders to sell
or renounce some or all of their rights to Rights Offer Shares in accordance with the procedures set out in the Circular;
- Qualifying Shareholders will have the right to apply for any excess Rights Offer Shares not taken up by other
Shareholders, subject to such rights being transferable upon renunciation of their Rights Offer allocation, and any such
excess Shares will be attributed equitably taking cognisance of the number of Shares and rights held by the Shareholder
just prior to such allocation, including those taken up as a result of the Rights Offer, and the number of excess rights
applied for by such Shareholder.
3. CONDITIONS PRECEDENT
The relevant JSE approvals have been obtained for the listing of the letters of allocation and Rights Offer Shares, accordingly
the Rights Offer is not subject to any conditions precedent.
4. UNDERWRITING
Ascendis has entered into an underwriting agreement with Gane Holdings Proprietary Limited, a wholly owned subsidiary of
Coast2Coast Capital Limited, (“Gane Holdings” or the “Underwriter”), pursuant to which the Underwriter has agreed, subject
to customary conditions, to underwrite any Rights Offer Shares not subscribed for pursuant to the Rights Offer.
5. SALIENT DATES AND TIMES OF THE RIGHTS OFFER
The definitions used in the table below are consistent with those as set out in the Circular:
Declaration date announcement released on SENS on Tuesday, 21 November
Finalisation date announcement released on SENS on Thursday, 23 November
Circular together with Form of Instruction published on the Ascendis website Tuesday, 28 November
Last day to trade in Ascendis Shares in order to participate in the Rights Offer Tuesday, 28 November
Listing and trading of Letters of Allocation on the JSE under JSE code: ASCN and ISIN: Wednesday, 29 November
ZAE000251526
Ascendis Shares commence trading on the JSE ex-Rights Offer entitlement Wednesday, 29 November
Rights Offer Circular and Form of Instruction distributed to Certificated Shareholders Thursday, 30 November
Record Date for determination of Shareholders entitled to participate in the Rights Offer (Initial Friday, 1 December
Record Date)
Dematerialised Shareholders will have their accounts at their CSDP or broker credited with Monday, 4 December
Letters of Allocation at 09:00
Certificated Shareholders on the Register will have their Letters of Allocation credited to their Monday, 4 December
accounts held with the Transfer Secretaries at 09:00 on
Rights Offer opens at 09:00 Monday, 4 December
Rights Offer Circular distributed to those Dematerialised Shareholders who have elected to Tuesday, 5 December
receive documents in hard copy
Last day to trade Letters of Allocation on the JSE Tuesday, 12 December
In respect of Certificated Shareholders wishing to sell all or some of their Letters of Allocations, Tuesday, 12 December
Form of Instruction to be lodged with the Transfer Secretaries by 12:00 on
Rights Offer Shares listed and trading commences on the JSE Wednesday, 13 December
In respect of Certificated Shareholders (or their renouncees) wishing to exercise all or some of Friday, 15 December
their Rights, payment to be made and Form of instruction to be lodged with the Transfer
Secretaries by 12;00 on
Rights Offer closes at 12:00 Friday, 15 December
Record Date for Letters of Allocation (Final Record Date) Friday, 15 December
Rights Offer Shares issued Monday, 18 December
Dematerialised Shareholders’ accounts updated and debited by CSDP or broker (in respect of Monday, 18 December
payment for Rights Offer Shares)
Certificates distributed to Certificated Shareholders (in respect of the Rights Offer Shares) Monday, 18 December
Results of Rights Offer announced on SENS Monday, 18 December
Refunds (if any) to Certificated Shareholders in respect of unsuccessful excess applications Wednesday, 20 December
made
Dematerialised Shareholders’ accounts updated and debited by their CSDP or broker (in Wednesday, 20 December
respect of successful excess applications)
Certificates distributed to Certificated Shareholders (in respect of successful excess Wednesday, 20 December
applications)
1. All references to dates and times are to local dates and times in South Africa.
2. Dematerialised Shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer in the manner
and time stipulated in the agreement governing the relationship between the Shareholder and their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Wednesday, 29 November 2017 and Friday, 1 December 2017,
both days inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP or broker automatically credited with their rights and Certificated
Shareholders will have their rights credited to their accounts at the Transfer Secretaries.
5. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment method.
6. DOCUMENTATION AND ANNOUNCEMENTS
A circular containing details of the Rights Offer (including the form of instruction) (“Circular”) will be available on the Ascendis
website (www.ascendishealth.com) on Tuesday, 28 November 2017. The Circular will be posted to certificated Shareholders
and to those dematerialised Shareholders who have requested to receive copies of circulars on Thursday, 30 November
2017.
An announcement will be released on SENS on or about Monday, 18 December 2017 stating the results of the Rights Offer
and the basis of allocation of any additional Rights Offer Shares for which application is made.
21 November 2017
Johannesburg
Corporate Advisor and Underwriter
Coast2Coast Capital Proprietary Limited
Legal Advisors to Company
Cliffe Dekker Hofmeyr Inc.
Sponsor
Investec Bank Limited
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 have not been, and will not be, registered under the laws of any jurisdiction and may not be offered or sold in any
jurisdiction absent registration or an exemption from registration, or qualification under, the laws of such jurisdiction.
Neither this announcement nor the Rights Offer constitutes or is intended to constitute an offer to the public in South Africa in terms
of the South African Companies Act 71 of 2008 (as amended).
Neither this announcement nor the Rights Offer constitutes or is intended to constitute an offer to the public in Canada, Australia or
Japan.
This document does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States.
The Rights Offer described herein has not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S.
Securities Act”), or under any relevant securities laws of any state or other jurisdiction of the United States. The securities described
herein (the “Securities”) may not be offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, directly
or indirectly, in or into the United States at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state and other securities laws of the United States. The Securities
may be offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, by persons outside the United States
in accordance with Regulation S under the U.S. Securities Act. There will be no public offering of the Securities in the United States.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant
Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors”
within the meaning of the Prospectus Directive (“Qualified Investors”), subject to certain exemptions. For these purposes, the
expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the
extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment
activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" as defined in
section 86(7) of the Financial Services and Markets Act, 2000, as amended who are (i) investment professionals falling within Article
19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order, (all such persons together being referred to as “Relevant Persons”). Persons who are
not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
Date: 21/11/2017 03:57:00 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.
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