ASCENDIS HEALTH LIMITED - Clarification Regarding Dispensation Received on 60-day Rule to Dispatch Circular and Renewal of Cautionary

Clarification Regarding Dispensation Received on 60-day Rule to Dispatch Circular and 
Renewal of Cautionary

 Ascendis Health Limited
 (Registration number 2008/005856/06)
 (Incorporated in the Republic of South Africa)
 Share code: ASC
 ISIN: ZAE000185005
 (“Ascendis Health” or “the Company”)


        CLARIFICATION REGARDING DISPENSATION RECEIVED ON 60-DAY RULE TO DISPATCH CIRCULAR AND
                               RENEWAL OF CAUTIONARY ANNOUNCEMENT

60-DAY RULE TO DISPATCH CIRCULAR

Shareholders are referred to the announcements released on 26 May 2021 and 23 July 2021 regarding the proposed disposal of
RCA and the dispensation received from the JSE from compliance with paragraph 9.20(b) of the JSE Listings Requirements (“the
JSE Dispensation”). The terms used in this announcement bear the same meaning as those defined in the 23 July announcement
(“Announcement”).

Shareholders were advised in the Announcement that details of the Group Recapitalisation Transaction, the RCA Disposal and the
Animal Health Disposal will all be contained in a single circular, which will also contain a notice of general meeting to obtain the
approval of shareholders for all three of these transactions (“the Composite Circular”).

The JSE Dispensation was applied for and granted in relation only to the component of the Composite Circular that relates to the
RCA Disposal (“the RCA Component”) and it is only in respect of the publication of the RCA Component that there is a delay. The
JSE Dispensation in respect of the RCA Component was required as the Company proposes to include all three transactions (Group
Recapitalisation Transaction, the RCA Disposal and the Animal Health Disposal) in the Composite Circular and the share purchase
agreement for the Animal Health Disposal was only recently executed as set out in the announcement released on 19 July 2021.

The components of the Composite Circular pertaining to the Animal Health Disposal and the Group Recapitalisation are not delayed
insofar as the provisions of paragraph 9.20(b) are concerned. Nonetheless, having regard for the JSE Dispensation, the Company is
mindful of the fact that as a result of its inclusion in the Composite Circular, the RCA Component of the Composite Circular must now
be posted by no later than 31 August 2021 (“the Extension Date”).

The Company has made good progress on the preparation of the Composite Circular, which will incorporate reviewed historical
financial information and reviewed pro forma financial information for the Animal Health Disposal, the RCA Disposal and the Group
Recapitalisation, respectively. Shareholders were advised in the announcement dated 19 July 2021 that the Company’s interests in
Kyron Prescriptions Proprietary Limited and Kyron Laboratories Proprietary Limited (collectively, “Kyron”) formed part of the Animal
Health Disposal. The inclusion of Kyron was not initially contemplated at the outset of discussions with the purchaser in relation to
the Animal Health Disposal and the Ascendis Health Board is of the view that the inclusion of Kyron is a superior outcome for the
Company. As a consequence, the historical financial information and the pro forma financial information in respect of the Animal
Health Disposal has had to be updated and/or recalculated and the reporting accountant has expanded its scope of work in relation
to its review process, which is prescribed in terms of the JSE Listings Requirements. Once this workstream is complete and the
requisite confirmations can be provided to the JSE, the review of the Combined Circular by the JSE and the Take-over Regulation
Panel will continue in the prescribed manner. The Company therefore expects to be in a position to post the Composite Circular by
the Extension Date.

RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the announcements released on 10 March 2021, 26 April 2021, 12 May 2021 and 23 June 2021 and
are advised that the Group Recapitalisation as contemplated in the 12 May 2021 announcement may have a material impact on the
price at which the Company’s shares trade. Shareholders are therefore advised to continue to exercise caution when dealing in their
Ascendis Health shares until the definitive agreements referred to in the announcement dated 12 May 2021 have been finalised and
a further announcement is made.


4 August 2021
Bryanston

Sponsor

Questco Corporate Advisory Proprietary Limited

Date: 04-08-2021 08:40:00
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