Wrap Text
Joint announcement of firm intention offer, the delisting of Ascendis and withdrawal of cautionary announcement
ACN CAPITAL IHC PROPRIETARY LIMITED
ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South
(Incorporated in the Republic of South Africa)
Africa)
(Registration number: 2008/005856/06)
(Registration number: 2009/017511/07)
Share Code: ASC
A consortium led by ACN Capital IHC
ISIN: ZAE000185005
(the "Consortium")
("Ascendis" or "the Company")
JOINT ANNOUNCEMENT OF FIRM INTENTION OFFER BY THE CONSORTIUM TO ACQUIRE ALLTHE SHARES IN THE COMPANY
(EXCLUDING THE EXCLUDED SHARES) BY WAY OF THE VOLUNTARY EXIT OFFER, THE DELISTING OF ASCENDIS AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1. On or around 29 June 2023 the Company resolved to initiate a process to delist from the
Johannesburg Stock Exchange (the exchange operated by JSE Limited) ("JSE"), in line
with its strategy to unlock and return value to shareholders over the short to medium term.
1.2. Pursuant to this decision:
1.2.1. the chief executive officer and the management team of the Company were tasked to
investigate a potential delisting and analyse the various options available to the
Company to do so;
1.2.2. it was determined that the most capital efficient and cost-effective way to delist the
Company is by way of a general offer to all Ascendis shareholders ("Shareholders"),
enabling those that wish to remain invested, to do so; and
1.2.3. it was furthermore determined that a consortium of investors and Shareholders would
be willing to avail the necessary capital for the purpose of facilitating the delisting
process by enabling the offer to Shareholders.
1.3. Shareholders are also referred to the cautionary announcement published on SENS on
Wednesday, 27 September 2023 (and subsequently renewed) ("Cautionary
Announcement") and to the annual results announcement of the Company published on
SENS on Friday, 29 September 2023, as well as the Company's 2023 annual results
presentation released on the same day, where it was communicated that the Company had
initiated a process to unlock value for Shareholders, inter alia, through a delisting of
Ascendis shares ("Shares") from the JSE.
1.4. Shareholders are advised that –
1.4.1. the Board has agreed to propose an ordinary resolution at a general meeting of
Shareholders ("General Meeting") to approve the delisting of the Shares of the
Company from the Main Board of the JSE, in terms of paragraphs 1.15 and 1.16 of the
JSE Listings Requirements ("Delisting"), pursuant to the Exit Offer (defined below)
("Delisting Resolution"), which, if approved by the Shareholders at the General
Meeting, will satisfy the JSE Listings Requirements and support the application to the
JSE for the Delisting, which will take place immediately following implementation of the
Exit Offer; and
1.4.2. a consortium led by ACN Capital IHC (Pty) Limited, an entity owned and controlled by
Carl Neethling ("ACN Capital") has on 24 November 2023, delivered to the board of
directors of Ascendis ("Board") a letter confirming their firm intention to make an offer
("Exit Offer") to acquire all of the ordinary shares of no par value in the share capital of
the Company ("Shares") from Shareholders not wishing to remain invested in the
Company, other than the Shares held by one or more subsidiaries of Ascendis
("Treasury Shares") and the Shares held by the Consortium members (collectively the
"Excluded Shares"), being 571 386 858 Shares ("Exit Offer Shares"). The Exit Offer
is extended to all Shareholders looking to divest of their interests as part of the Delisting,
for a cash consideration of 80 cents per Share ("Exit Offer Consideration") in order to
facilitate the Delisting,
collectively the "Firm Intention Offer".
1.5. The Delisting and the Exit Offer (collectively the "Transaction") provide Shareholders to
which the Exit Offer is made, being all Shareholders other than the holders of the Excluded
Shares ("Exit Offeree Shareholders") with the opportunity to either monetise their
investment in Ascendis or to continue to hold their Shares in an unlisted environment. All
Ascendis Shareholders will be entitled to remain invested in Ascendis post the Delisting.
The consequence of remaining invested is that they will hold their Shares in an unlisted
environment.
1.6. The Exit Offer will be made in compliance with the relevant provisions of the JSE Listings
Requirements, Chapter 5 of the Companies Act 71 of 2008 (the "Companies Act") and the
Takeover Regulations promulgated thereunder (the "Takeover Regulations").
1.7. This announcement is being made pursuant to the Firm Intention Offer received by the
Company from the ACN Capital led Consortium and supported by the Independent Board
(as defined in paragraph 8.1) on 24 November 2023 and constitutes a firm intention
announcement in terms of Regulation 101 of the Takeover Regulations.
2. INFORMATION ABOUT THE CONSORTIUM
2.1. The Consortium comprises of ACN Capital, Carl Andre Capital Proprietary Limited ("CA
Cap"), Dendrobium Capital Proprietary Limited ("Dendrobium"), Emfam Beleggings
Proprietary Limited ("Emfam"), Kingston Kapitaal Proprietary Limited ("Kingston") and The
JVDM Trust ("JVDM").
2.2. An overview of the Consortium members is set out below:
2.2.1. ACN Capital, previously Acorn Private Equity, is a South African based private equity
fund manager with a 15-year investment track record of generating superior returns.
The ACN Capital investment team has run several successful investment platforms
across a number of sectors including Acorn General Fund 1 (46.2% gross IRR); Acorn
Agri (23.3% gross IRR); Acorn Agri & Food (R3.5 billion NAV investment holding
company – still active) and FutureFun(d) (education focussed investment entity – still
active with a 45% IRR). The team has twice been awarded the coveted private equity
deal of the year award (2019 & 2021) in respect of both acquisition and divestment
transactions, both exceeding R700 million in value.
2.2.2. Carl Neethling is the chief executive officer and acting chief financial officer of Ascendis
as well as the founder of ACN Capital.
2.2.3. Dendrobium, Kingston and CA Cap are South African based private investment
companies and are associated with Carl Neethling.
2.2.4. JVDM is an independent family trust established in Namibia.
2.2.5. Emfam is an independent South African based private investment company.
2.3. The concert parties of the Consortium are Carl Neethling, ACN Capital Proprietary Limited
and Blee Beleggings Proprietary Limited.
3. RATIONALE FOR THE EXIT OFFER AND DELISTING
3.1. Pursuant to Ascendis' ongoing focus to stabilise and optimise its operations the Board
resolved to embark on the next phase of its strategy, which is aimed at unlocking and
maximising value for its Shareholders.
3.2. Over the past 16 months, the appointment of a dedicated value creation team (the transition
team) of private equity and operational specialists led by Carl Neethling has resulted in the
significant progress in restoring and unlocking value which has been made to date. These
initiatives have included the:
3.2.1. increase in value achieved for the sale of Ascendis Pharma by R57 million – this was
integral in ensuring the timely repayment of the senior debt and together with the rights
offer allowed Ascendis and its subsidiaries ("Group") to avoid a near inevitable liquidity
crisis;
3.2.2. implementation of a successful rights offer to raise R101.5 million – the rights offer came
at a critical time for the Group and was pivotal to the successful stabilisation of the
balance sheet;
3.2.3. final repayment of the legacy, onerous non-bank Group debt, enabled in part by the
additional Ascendis Pharma and rights offer proceeds, marked the final step in
stabilising the balance sheet and meant that the Group was unburdened of any external
senior debt at year end;
3.2.4. raising of alternative cost-effective banking facilities with RMB – facilities of R82 million
were secured at acceptable commercial rates and with reasonable security in order to
support the Group from a growth & liquidity perspective;
3.2.5. closure of several non-performing business units and divisions, specifically Ascendis
Supply Chain which was losing between R50 million - R60 million on an annualised
basis;
3.2.6. successful business rescue process at Surgical Innovations ("SI") which has resolved
claims and liabilities of approximately R70 million and achieved an annualised operating
cost saving (including lease costs) of approximately R18 million per annum. This
process has given SI the best chance of 'survival' and has provided management with
optionality of maximising value for shareholders;
3.2.7. simplifying and decentralising of a complex and sub-optimal Group treasury function;
3.2.8. aggressively reducing Group head office costs from R95 million to R35 million on a run-
rate basis; and
3.2.9. significant intervention within the underlying operations to optimise costs and capital
allocation and surface growth opportunities. This included:
3.2.9.1. carving out InterV-Med and Cardio-Tech as independent entities, which both offer
opportunities for earnings growth whilst previously did not receive adequate
management attention;
3.2.9.2. driving a new, best practice capital allocation process across the portfolio, that is
focused on maximising return on invested capital ("ROIC"); and
3.2.9.3. removing costly and duplicative divisional management layers in the medical and
consumer environments, resulting in material cost savings.
3.3. Ascendis and the Consortium believe that the Delisting of Ascendis from the JSE is the
logical next step in its strategy to unlock value for Ascendis Shareholders and to provide
exit optionality at a fair value, given that the remaining Group is materially smaller in asset
size, earnings and market capitalisation and can no longer justify the high direct and
indirect costs of operating on a listed stock exchange. In addition:
3.3.1. Ascendis' Shares trade with very limited liquidity and the general negative sentiment
towards investment holding companies and small cap shares listed on the JSE means
that it is unable to garner sufficient institutional investment interest or raise meaningful
growth capital;
3.3.2. compliance with the JSE Listings Requirements is arduous, onerous and costly and has
the undesired impact of limiting the Group's agility and flexibility to act in the best interest
of its stakeholders; and
3.3.3. the Transaction affords Exit Offeree Shareholders the option to elect between remaining
invested in Ascendis or realising a fair value from their interests, should the Transaction
receive the requisite approval of Ascendis Shareholders.
3.4. The Consortium, led by ACN Capital, includes a team of private equity investment
specialists as well as reputable South African investment entities that are accustomed to
operating, creating and realising value within the South African private capital market and
are hence well positioned to implement Ascendis' strategy post Delisting.
4. STRATEGY POST - DELISTING
4.1. Post Delisting, ACN Capital will lead the implementation of a strategy that will aim to (i)
expeditiously conclude remaining restructure and stabilisation efforts, (ii) optimise and
grow the remaining businesses through a mix of inorganic and organic initiatives and (iii)
exit mature businesses and return capital to Shareholders that remain invested in Ascendis
("Remaining Shareholders") where this will maximise value for Remaining Shareholders.
The strategy will be enhanced by the greater agility and focus afforded by being outside of
the listed environment and is expanded on as follows:
4.1.1. (i) Conclude restructure and stabilisation efforts in the short-term
4.1.1.1. As stated above, significant progress has been made to date to stabilise the balance
sheet and address operational challenges. This has involved significantly
restructuring the SI and The Scientific Group ("TSG") businesses, which in the
process has resulted in the creation of new entities ((InterV-Med ("IVM") and Cardio-
Tech ("CT")) focused on the interventional and cardiovascular categories, and a
streamlined TSG portfolio.
4.1.1.2. There are a few remaining steps to conclude the restructure efforts, which involve
further optimising the product portfolios in TSG and SI (including active discussions
with agency suppliers) to ensure only profitable product offerings with acceptable
ROIC are retained and optimising the back-end operations where appropriate across
SI, IVM, TSG and CT to ensure these businesses improve their operating leverage
(and that the cost structure in SI and TSG is reflective of their more streamlined
product portfolios).
4.1.2. (ii) Optimise and grow remaining businesses over the medium-term
4.1.2.1. There are numerous market opportunities to grow the majority of the remaining
businesses via new product offerings, new customers and geographies, new
agencies and potential bolt-on acquisitions.
4.1.2.2. The portfolio companies have not been able to adequately pursue new business
previously due to funding constraints. There is a pipeline of opportunities in either
new, fragmented markets (product and geographies), or existing markets where
there are opportunities to add adjacent products seamlessly to existing offerings and
infrastructure in a value accretive manner.
4.1.2.3. This new business development, in addition to being necessary to drive growth, is
also key to de-risk certain of the businesses, with the majority of the medical device
businesses currently having a high sales concentration (to individual agencies and
product categories).
4.1.2.4. Progress in new business development has begun – with notable examples including
fast growing own branded consumable products in SI and IVM, and the launch of
the Rejoin sports medicine agency in Ortho-Xact ("OX"), amongst others – and will
be an increasing focus henceforth.
4.1.2.5. Investment in net working capital and capital assets, and potentially funding for
acquisitions, will be required to enable this growth.
4.1.2.6. It is imperative that any new business development is done on the base of optimised
operating platforms. Progress has been made to reduce costs and optimise margins
during the restructure efforts, but there remains opportunities to drive better
processes across all the business. These differ across the businesses, with some
common areas of focus anticipated over the next 12 months including (a) improving
demand planning / inventory management to reduce stock levels & inbound shipping
costs, (b) introducing new revenue models to recover cost of capital for placed
assets at customers / reduce capital intensive sales, and (c) stream-lining
commercial and sales functions (to drive higher service levels and increased
productivity). This will be accompanied by on-going efforts to optimise costs.
4.1.2.7. Capital will also need to be invested to enable the above, particularly to conclude
on-going warehouse management, demand planning and CRM system
developments and integrations.
4.1.3. (iii) Exit mature businesses and return capital
4.1.3.1. In instances where value is maximised for Remaining Shareholders in existing
businesses instead of retaining and growing them, divestments will be pursued. This
would be applicable to mature businesses where there is greater value in the
business under the ownership of others instead of Ascendis.
4.1.3.2. All free cash flow from divestment processes will be distributed to Remaining
Shareholders. In the event of a distribution being declared – Remaining
Shareholders will be provided the optionality to elect between receiving the
distribution in cash or scrip.
4.1.3.3. Re-investment in the remaining portfolio will be considered where it enables high
conviction growth opportunities with an acceptable ROIC.
4.1.3.4. Although no final decisions have been made to divest any specific businesses, it is
anticipated that at least one of the more significant businesses in the Group will be
divested over the course of 2024, with material capital per share returned to
shareholders (in relation to the Exit Offer Consideration). This timeline and any
divestment is, however, subject to meaningful execution risk, and is dependent on
inter alia trading in the businesses, market conditions, and ultimately, buyer interest
and associated pricing and conditions.
5. CONTINUATION OF THE BUSINESS OF ASCENDIS POST IMPLEMENTATION OF THE
EXIT OFFER AND DELISTING
5.1. Should Ascendis Shareholders vote in favour of the Delisting, then Ascendis will continue
to operate in an unlisted environment. In this regard, the Board has concluded a
management agreement with ACN Capital, in terms of which ACN Capital will provide the
executive management function currently fulfilled by the Ascendis CEO, and the transition
team, together with other management services key to future value unlock, to the Group
post the Delisting ("Management Agreement").
5.2. The Management Agreement requires the approval of the TRP and Ascendis Shareholders
in terms of section 126(1) of the Companies Act ("Management Agreement Resolution").
The Management Agreement will only come into effect if approved by the TRP and
Ascendis Shareholders, and upon implementation of the Transaction and the successful
Delisting of Ascendis. The approval of the Management Agreement by Shareholders and
the TRP are all conditions to the Transaction being implemented.
5.3. The Management Agreement is a related party agreement in terms of the JSE Listings
Requirements. Given that the Management Agreement will only be implemented if
approved by the TRP and Ascendis Shareholders and will only come into effect upon
implementation of the Transaction and the successful Delisting of Ascendis, the JSE has
granted Ascendis a dispensation from compliance with the related party provisions of the
JSE Listings Requirements in relation to the Management Agreement.
5.4. The salient terms of the Management Agreement will be set out in the circular referred to
below.
6. THE EXIT OFFER
6.1. The Exit Offer and Exit Offer Consideration
6.1.1. The Consortium will make the Exit Offer, subject to the fulfilment of the conditions
precedent set out in paragraph 6.4 below, to acquire from Exit Offeree Shareholders all
the Exit Offer Shares, in respect of which it receives valid acceptances prior to the
Closing Date.
6.1.2. The Exit Offer will be made for a cash consideration of 80 cents per Share payable
against delivery of registered and beneficial ownership of the relevant Exit Offer Shares
into the name of the Consortium.
6.1.3. The Exit Offer Consideration of 80 cents per Share represents a premium of 25% to the
30-day volume weighted average price of Ascendis Shares of 64 cents per Share, as
at 26 September 2023, being the last Business Day prior to the release of the initial
Cautionary Announcement.
6.2. Exit Offer period
The Exit Offer will be irrevocable and will be open for acceptance for at least 30 business
days and for at least 10 business days following the date that it becomes unconditional, in
accordance with Takeover Regulations 102(4) and 105(5)(b).
6.3. Remaining Shares
Exit Offeree Shareholders who do not accept the Exit Offer will remain Shareholders in the
unlisted Company, with inter alia the tradability of their Shares being limited.
6.4. Conditions precedent
6.4.1. The Exit Offer will be conditional upon:
6.4.1.1. by no later than 17:00 pm on 30 April 2024, the Delisting Resolution having been
adopted by the requisite majority of the Shareholders who are entitled to vote on the
Delisting Resolution as contemplated in paragraphs 1.15 and 1.16 of the JSE
Listings Requirements;
6.4.1.2. by no later than 17:00 pm on 30 April 2024, the Management Agreement Resolution
having been adopted by the requisite majority of the Shareholders at the General
Meeting as contemplated in terms of section 126(1) of the Companies Act;
6.4.1.3. by no later than 17:00 pm on 31 May 2024, the Management Agreement having
been approved by the TRP as contemplated in terms of section 126(1) of the
Companies Act; and
6.4.1.4. by no later than 17:00 pm on 30 June 2024, the receipt of all approvals, consents or
waivers from those South African regulatory authorities ("South African
Authorities") as may be necessary for the implementation of the Transaction,
including the JSE, the TRP (other than the issue of the compliance certificate by the
TRP in terms of section 119(4)(b) of the Companies Act) and if required, the
appropriate Competition Authorities ("Regulatory Approvals") on an unconditional
basis or if such Regulatory Approvals are granted subject to any condition or
qualification, then the Consortium must, acting reasonably, agree to such conditions
or qualifications in order for this condition to be fulfilled.
6.4.2. In order to comply with section 121(b)(i) of the Companies Act and Regulation 102(13)
of the Takeover Regulations, notwithstanding the fulfilment of the conditions, the Exit
Offer shall not be implemented unless and until the TRP has issued a compliance
certificate in respect of the Exit Offer in terms of section 119(4)(b) of the Companies
Act.
6.4.3. The conditions precedent set out in paragraph 6.4.1 are for the benefit of the Consortium
and may be waived by the Consortium in writing, other than the condition precedent in
paragraph 6.4.1.4, which is not capable of waiver. The dates stipulated in paragraphs
6.4.1.1 to 6.4.1.4 for the fulfilment or waiver of the conditions precedent may be
extended by agreement between the Consortium and Ascendis, subject to any approval
as may be required from the TRP and/or the JSE. The extension of any such dates will
be announced on SENS.
6.5. Ability to proceed with the Exit Offer
6.5.1. The Consortium has confirmed to the Independent Board (as defined in paragraph 8.1)
that it has sufficient funds to fully satisfy the maximum cash Exit Offer Consideration of
R245 000 000.
6.5.2. Investec Bank Limited, on behalf of the Consortium has delivered an irrevocable
unconditional confirmation in accordance with regulations 111(4) and 111(5) of the
Takeover Regulations from Investec Bank Limited to the TRP that sufficient funds are
available to fully satisfy the maximum cash Exit Offer Consideration.
7. THE DELISTING
7.1. Application will be made to the JSE for the Delisting of the Shares from the Main Board of
the JSE in terms of paragraph 1.14 to 1.16 of the JSE Listings Requirements, resulting in
the termination of the Company's listing on the JSE, subject to:
7.1.1. the Board having confirmed that the Exit Offer is fair based on the report obtained from
an independent expert;
7.1.2. the Management Agreement Resolution being adopted by the requisite majority of
Shareholders, and the Management Agreement being approved by the TRP; and
7.1.3. the Delisting being approved by at least 75% of the votes of all Shareholders present or
represented by proxy at the General Meeting and entitled to vote on the Delisting
Resolution, as required in terms of paragraph 1.16 of the JSE Listings Requirements.
8. APPOINTMENT OF INDEPENDENT BOARD AND THE INDEPENDENT EXPERT
8.1. In accordance with the provisions of the Companies Act and the Takeover Regulations, an
independent sub-committee of the Board, comprising Bharti Harie, Karsten Wellner and
Amaresh Chetty ("Independent Board") has been appointed to advise Shareholders on
the Exit Offer and Exit Offer Consideration.
8.2. The Independent Board has appointed BDO Corporate Finance Proprietary Limited
("BDO"), as the independent expert, to provide the Independent Board with its opinion as
to whether the terms of the Exit Offer are fair to Shareholders in accordance with the JSE
Listings Requirements and fair and reasonable to Shareholders in accordance with the
Takeover Regulations.
8.3. BDO's independent expert report, as well as the Independent Board's opinion on the Exit
Offer and Exit Offer Consideration, will be included in the circular to be posted to
Shareholders.
9. CONSORTIUM SHAREHOLDING
The Consortium has disclosed the following shareholding in Ascendis held directly and
indirectly by the members of the Consortium:
Direct Indirect Total number % of
Shareholder Beneficial Beneficial of Shares issued
Shares 1
ACN Capital - - - -
Carl Andre Capital 4 494 807 - 4 494 807 0.72
Dendrobium 36 741 922 - 36 741 922 5.87
Capital
Emfam - - - -
Kingston 13 126 283 - 13 126 283 2.10
JVDM - - - -
Total 54 363 012 - 54 363 012 8.69
Note:
1. As a percentage of the issued share capital of Ascendis, excluding treasury shares.
2. The concert parties of the Consortium hold the following shareholding in Ascendis: Blee
Beleggings (Pty) Ltd - 7 557 482; Andre Carl Neethling - 9 097 350 and ACN Capital
(Pty) Ltd - 4 378 846.
3. No Consortium member or their concert parties holds any option to acquire Shares in
Ascendis.
10. IRREVOCABLE UNDERTAKINGS
10.1. The following Exit Offeree Shareholders collectively holding 268 397 169 Shares
representing 48.77% of the Shares in issue (excluding the Excluded Shares and Shares
held by concert parties), have provided Irrevocable Undertakings to vote in favour of the
Delisting Resolution in respect of their Shares held.
% of
issued Shares
Number of (excluding the
Shareholder Shares Excluded
Shares and Shares
held by concert
parties)
Calibre Investment Holdings (Pty) Ltd 78 424 412 14.25%
Cresthold (Pty) Ltd 48 187 648 8.76%
Alpvest Equities (Pty) Ltd 47 802 918 8.69%
Kefolile Health Investments (Pty) Ltd 56 321 482 10.23%
Steyn Capital (Pty) Ltd 6 250 000 1.14%
Mrs Fareeda Aboobaker 4 125 923 0.75%
PLN Investments (Pty) Ltd 3 442 242 0.63%
Mr Tayob Nazeer Aboobaker 2 950 374 0.54%
Mr Marcello Bianchi (SGSS SPA / Fineco Clients) 4 000 000 0.73%
Mr Alberto Bianchi (SGSS SPA / Fineco Clients) 1 000 000 0.18%
Marble Rock Moonrock Global Opportunities FR
QI Hedge Fund 15 892 170 2.89%
Total 268 397 169 48.77%
10.2. In addition, Irrevocable Undertakings not to accept the Exit Offer have been received from
Exit Offeree Shareholders collectively holding 268 538 678 Shares, representing 47% of
the Shares in issue (excluding the Excluded Shares).
% of
issued Shares
Number of (excluding the
Shareholder Shares Excluded
Shares)
Calibre Investment Holdings (Pty) Ltd 78 424 412 13.73%
Cresthold (Pty) Ltd 48 187 648 8.43%
Alpvest Equities (Pty) Ltd 47 802 918 8.37%
Kefolile Health Investments (Pty) Ltd 56 321 482 9.86%
Steyn Capital (Pty) Ltd 6 250 000 1.09%
Mrs Fareeda Aboobaker 4 125 923 0.72%
PLN Investments (Pty) Ltd 3 442 242 0.60%
Mr Tayob Nazeer Aboobaker 2 950 374 0.52%
Andre Carl Neethling 9 097 350 1.59%
ACN Capital (Pty) Ltd 4 378 846 0.77%
Blee Beleggings (Pty) Ltd 7 557 483 1.32%
Total 268 538 678 47%
10.3. As at the date of this announcement, a material shareholder holding a further 61 686 663
shares (11.21% of issued Shares (excluding the Excluded Shares and Shares held by
concert parties)) has provided written confirmation of their intention to vote in favour of the
Delisting Resolution.
10.4. Given the support received for the Transaction from Shareholders engaged to date
(59.98% of issued Shares (excluding the Excluded Shares and Shares held by concert
parties)), the Company is confident that, based on historic voter turnout at its annual
general meetings, the Transaction has a very high probability of successful execution.
10.5. To the best of the knowledge of the Consortium, irrevocable undertakings have been
provided in respect of all Shares in Ascendis held by such Exit Offeree Shareholders.
11. CIRCULAR
11.1. A combined offer circular containing full details of the Transaction, the Management
Agreement, a notice of General Meeting and incorporating the Independent Board's view
on the Exit Offer and Exit Offer Consideration and the independent expert report prepared
by BDO, is in the process of being prepared and will be distributed to Shareholders in due
course ("Circular").
11.2. Shareholders will be advised of the posting of the Circular and the opening date of the Exit
Offer by way of a SENS announcement.
12. RESPONSIBILITY STATEMENTS
12.1. The Independent Board and the Board (to the extent that the information relates to
Ascendis), collectively and individually, accept responsibility for the information contained
in this announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement relating to Ascendis is true and that this
announcement does not omit anything that is likely to affect the importance of such
information.
12.2. The Consortium (to the extent that the information relates to the Consortium) accept
responsibility for the information contained in this announcement and certifies that, to the
best of their knowledge and belief, the information contained in this announcement relating
to the Consortium and the Exit Offer is true and that this announcement does not omit
anything that is likely to affect the importance of such information.
13. WITHDRAWAL OF CAUTIONARY
Shareholders are advised that, as a result of the publication of this firm intention
announcement, the Cautionary Announcement, is hereby withdrawn and Shareholders are no
longer required to exercise caution when dealing in the Company's securities.
Johannesburg
27 November 2023
Corporate Advisor and Sponsor to Ascendis
Valeo Capital (Pty) Ltd
Legal Advisor to Ascendis
Solaris Law Proprietary Limited
Independent Expert
BDO Corporate Finance Proprietary Limited
Date: 27-11-2023 02:40:00
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