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Disposal of Ascendis Pharma - correction to previously issued pro forma financial effects
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”)
DISPOSAL OF ASCENDIS PHARMA - CORRECTION TO PREVIOUSLY ISSUED PRO FORMA FINANCIAL EFFECTS
Shareholders are referred to the various announcements relating to the proposed disposal by Ascendis
Health South Africa Proprietary Limited, a wholly-owned subsidiary of Ascendis Health, of its direct and
indirect interests in the entities through which the businesses known as “Ascendis Pharma” operates to:
- Pharma-Q Holdings Proprietary Limited and Imperial Logistics Limited (the “Pharma-Q/Imperial
Pharma Disposal”); or
- in the event that shareholders do not approve the Pharma-Q/Imperial Pharma Disposal, Austell (the
“Austell Pharma Disposal”),
released on SENS by Ascendis Health, and specifically the announcements released on SENS on 1 February
2022 and 17 July 2022, as well as the announcement released on SENS on 13 September 2022 advising
shareholders that Ascendis Health had issued a circular (the “Circular”) to its shareholders regarding the
Pharma-Q/Imperial Pharma Disposal and the Austell Pharma Disposal.
Shareholders are hereby informed of an error in the allocation of headline earnings per share between the
continued and discontinued operations in the pro forma financial effects contained in the Circular. The effects
on total headline earnings remain unchanged. The revised pro forma financial effects of the Pharma-
Q/Imperial Pharma Disposal and the Austell Pharma Disposal are set out below.
For the avoidance of doubt, the pro forma financial effects relating to the Austell Pharma Disposal have not
been updated for the increase in purchase consideration, as announced on SENS on 26 September 2022,
as it is not considered ‘significant’ in terms of section 11.56 of the JSE Listings Requirements. The salient
dates and times in respect of the Pharma-Q/Imperial Disposal and the Austell Pharma Disposal set out in the
Circular remain unchanged.
Pharma-Q/Imperial Pharma Disposal
Pro forma
after post
balance sheet Pro forma %
Before1 adjustments2 after3 Change4
Basic and diluted (loss)/earnings per share (cents) -
continuing operations (102.1) (37.7) (40.0) (6.1%)
Basic and diluted (loss)/earnings per share (cents) -
discontinuing operations 150.6 62.0 103.4 66.6%
Basic (loss)/earnings per share (cents) 48.6 24.3 63.3 160.3%
Basic and diluted headline (loss)/earnings per share
(cents) - continuing operations (114.6) (47.4) (49.7) (4.9%)
Basic and diluted headline (loss)/earnings per share
(cents) - discontinuing operations 40.6 (34.1) (37.7) (10.6%)
Basic and diluted headline (loss)/earnings per share
(cents) (74.0) (81.4) (87.4) (7.37%)
NAV and diluted NAV per share (cents) 84.2 91.3 130.8 43.2%
TNAV and diluted TNAV per share (cents) 72.9 82.6 122.0 47.8%
Weighted average number of Shares in Issue 481 494 624 494 624 494
Number of Shares in Issue 489 470 632 470 632 470
Notes and Assumptions:
1. The financial information in the “Before” column has been extracted, without adjustment from the unaudited
condensed consolidated financial statements of the Ascendis Health Group for the six months ended 31
December 2021. This remains unadjusted from the Circular.
2. The financial information in the “Pro forma after post balance sheet adjustments” column reflects the impact of
the Group Recapitalisation Transaction, the Skin Disposal and the Rights Offer on the Ascendis Health Group as
post balance sheet adjustments, as detailed and defined in the Circular.
3. The financial information in the “Pro forma after” column reflects the impact of the pro forma adjustments on the
Ascendis Health Group as a consequence of the Pharma-Q/Imperial Pharma Disposal and after taking into
account the Group Recapitalisation Transaction, the Skin Disposal and the Rights Offer as post balance sheet
adjustments. The effects of the Pharma-Q/Imperial Pharma Disposal are calculated on the assumption that the
Pharma-Q/Imperial Pharma Disposal net proceeds will be utilised to reduce interest bearing borrowings.
4. The financial information in the “Pro forma after” column reflects the impact of the pro forma adjustments on the
Ascendis Health Group as a consequence of the Pharma-Q/Imperial Pharma Disposal and after taking into
account the Group Recapitalisation Transaction, the Skin Disposal and the Rights Offer as post balance sheet
adjustments.
5. For identification purposes, changes to the basic and diluted headline (loss)/earnings per share from continuing
operations and discontinued operations are indicated in red.
Austell Pharma Disposal
Pro forma
after post
balance sheet Pro forma %
Before1 adjustments2 after3 Change4
Basic and diluted (loss)/earnings per share (cents) –
continuing operations (102.1) (37.3) (39.9) (7.0%)
Basic and diluted (loss)/earnings per share (cents) -
discontinuing operations 150.6 62.0 111.3 79.4%
Basic (loss)/earnings per share (cents) 48.6 24.7 71.4 188.8%
Basic and diluted headline (loss)/earnings per share
(cents) - continuing operations (114.6) (47.0) (49.6) (5.6%)
Basic and diluted headline (loss)/earnings per share
(cents) - discontinuing operations 40.6 (34.1) (37.7) (10.6%)
Basic and diluted headline (loss)/earnings per share
(cents) (74.0) (81.0) (87.3) (7.7%)
NAV and diluted NAV per share (cents) 84.2 91.3 138.7 52.0%
TNAV and diluted TNAV per share (cents) 72.9 82.6 130.0 57.5%
Weighted average number of Shares in Issue 481 494 624 494 624 494
Number of Shares in Issue 489 470 632 470 632 470
Notes and Assumptions:
1. The financial information in the “Before” column has been extracted, without adjustment from the unaudited
condensed consolidated financial statements of the Ascendis Health Group for the six months ended
31 December 2021. This remains unadjusted from the Circular.
2. The financial information in the “Pro forma after post balance sheet adjustments” column reflects the impact of
the Group Recapitalisation Transaction, the Skin Disposal and the Rights Offer on the Ascendis Health Group as
post balance sheet adjustments, as detailed and defined in the Circular.
3. The financial information in the “Pro forma after” column reflects the impact of the pro forma adjustments on the
Ascendis Health Group as a consequence of the Pharma-Q/Imperial Pharma Disposal and after taking into
account the Group Recapitalisation Transaction, the Skin Disposal and the Rights Offer as post balance sheet
adjustments. The effects of the Pharma-Q/Imperial Pharma Disposal are calculated on the assumption that the
Austell Pharma Disposal net proceeds will be utilised to reduce interest bearing borrowings.
4. The financial information in the “Pro forma after” column reflects the impact of the pro forma adjustments on the
Ascendis Health Group as a consequence of the Pharma-Q/Imperial Pharma Disposal and after taking into
account the Group Recapitalisation Transaction, the Skin Disposal and the Rights Offer as post balance sheet
adjustments.
5. For identification purposes, changes to the basic and diluted headline (loss)/earnings per share from continuing
operations and discontinued operations are indicated in red.
Due to the error noted as explained above, shareholders are advised that the previously issued pro forma financial
information as included in the Circular can no longer be relied upon and that the pro forma financial information and the
reporting accountant’s report issued thereon, are hereby retracted.
The update to the Pharma-Q pro forma financial information, as contained in Annexure 4 of the Circular,
the update to the Austell pro forma financial information, as contained in Annexure 5 of the Circular and
the revised Independent Reporting Accountant’s reasonable assurance report on the updated Pharma-Q
pro forma financial information and the updated Austell pro forma financial information, as contained in
Annexure 6 of the Circular, are available on the Company’s website at https://ascendishealth.com/investor-
relations/circulars/.
In addition, the revised Independent Reporting Accountant’s reasonable assurance report on the updated
Pharma-Q pro forma financial information and the updated Austell pro forma financial information is available
for inspection at the Company’s registered office, in accordance with paragraph 29 of the Circular.
27 September 2022
Bryanston
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 27-09-2022 05:30:00
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