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ASCENDIS HEALTH LIMITED - Finalisation Announcement Relating To Fully Underwritten Renounceable Rights Offer

Release Date: 23/11/2017 16:00
Code(s): ASC     PDF:  
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Finalisation Announcement Relating To 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”)

FINALISATION ANNOUNCEMENT RELATING TO FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER

Shareholders of Ascendis (“Shareholders”) are referred to the rights offer declaration announcement released on the Stock Exchange
News Service (“SENS”) of the JSE Limited (“JSE”) on Tuesday, 21 November 2017 (“Declaration Announcement”) in respect of the
fully underwritten renounceable rights offer of approximately R750 million (“Rights Offer”) in terms of which Ascendis will offer a total
of 37,501,366 new ordinary shares of no par value (“Rights Offer Shares”) at a price of R20.00 per Rights Offer Share in the ratio of
8.36500 Rights Offer Shares for every 100 existing shares held on the record date for the Rights Offer, being Friday, 1 December
2017.
Shareholders are advised that the terms of the Rights Offer have now been finalised and all conditions precedent to the Rights Offer
have been fulfilled, accordingly the Rights Offer may now be implemented.
The salient dates and times of the Rights Offer will be the same as those published in the Declaration Announcement. Shareholders
may commence trading the Rights Offer Shares on Wednesday, 13 December 2017.
Further details of the Rights Offer (including the form of instruction) will be set out in the circular to Shareholders (“Circular”) and 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.

23 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: 23/11/2017 04:00:00 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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