Wrap Text
Distribution of circular and notice of general meeting
ASCENDIS HEALTH LIMITED ACN CAPITAL IHC PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South
(Registration number: 2008/005856/06) Africa)
Share Code: ASC (Registration number: 2009/017511/07)
ISIN: ZAE000185005 A consortium led by ACN Capital IHC
("Ascendis" or "the Company") (the "Consortium")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Ascendis shareholders ("Shareholders") are referred to the joint firm intention
announcement released on the Stock Exchange News Service ("SENS") on Monday,
27 November 2023 ("FIA"), in terms of which Shareholders were advised –
1.1.1. that 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;
1.1.2. pursuant to this decision:
1.1.2.1. 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;
1.1.2.2. 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 Shareholders, enabling those that wish to
remain invested, to do so; and
1.1.2.3. 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.
1.2. The FIA further advised that –
1.2.1. the Board had agreed to propose an ordinary resolution at a general meeting of
Shareholders ("General Meeting") to approve the delisting of shares of the Company
("Shares") 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
1.2.2. a consortium led by ACN Capital IHC (Pty) Limited, an entity owned and controlled by
Carl Neethling had 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 and the Shares held by
the Consortium members (collectively the "Excluded Shares"), being 571 386 858
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.
1.3. 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.
1.4. 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 and the Companies
Regulations promulgated thereunder (the "Companies Regulations").
1.5. The tax treatment for Exit Offeree Shareholders is dependent on the individual
circumstances and the jurisdiction applicable to such Exit Offeree Shareholders. It is
recommended that, should Exit Offeree Shareholders be uncertain about the tax
implications of accepting the Exit Offer and the receipt of the Exit Offer Consideration, they
should seek appropriate professional advice in this regard.
2. INDEPENDENT EXPERT OPINION
2.1. As advised in the FIA, the independent sub-committee of the Board, comprising
Bharti Harie, Dr. Karsten Wellner and Amaresh Chetty ("Independent Board") 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 Companies Regulations.
2.2. Having considered the terms and conditions of the Exit Offer, based on the conditions set
out in its independent expert opinion, the Independent Expert has concluded that the terms
and conditions of the Exit Offer are both fair and reasonable to Shareholders, as each of
these terms are defined in the Companies Regulations and the JSE Listings Requirements,
as applicable.
3. IRREVOCABLE UNDERTAKINGS
3.1. Subsequent to the publication of the FIA, there have been changes to the irrevocable
undertakings provided.
3.2. Accordingly, as at the last practicable date for the finalisation of the Circular (as defined
below), the following Exit Offeree Shareholders collectively holding 299 340 024 Shares
representing 54.39% 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 114 367 267 20.78%
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%
Marble Rock Moonrock Global Opportunities FR
QI Hedge Fund 15 892 170 2.89%
Total 299 340 024 54.39%
3.3. In addition, as at the last practicable date for the finalisation of the Circular (as defined
below), irrevocable undertakings not to accept the Exit Offer have been received from Exit
Offeree Shareholders collectively holding 304 481 533 Shares, representing 53.29% 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 114 367 267 20.02%
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 304 481 533 53.29%
3.4. 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.
3.5. Given the support received for the Transaction from Shareholders engaged to date
(65.60% 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.
4. DISTRIBUTION OF CIRCULAR
4.1. Shareholders are hereby advised that a circular relating to the Transaction, incorporating
a notice of General Meeting, a form of proxy, a form of acceptance, surrender and transfer
and the independent expert opinion ("Circular") was distributed to the Shareholders today,
Monday, 18 December 2023. Shareholders are further advised that the requisite regulatory
approvals required from the JSE and the Takeover Regulation Panel for the Circular to be
distributed were obtained prior to distribution.
4.2. Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the meanings ascribed thereto in the Circular.
4.3. Shareholders can also obtain copies of the Circular as follows –
4.3.1. by accessing an electronic copy of the Circular on the Company's website, available at
www.ascendishealth.com; and
4.3.2. by contacting the Company Secretary, at joe.fine@ascendishealth.com to request an
electronic copy of the Circular or to make reasonable alternative arrangements to obtain
a copy.
5. NOTICE OF GENERAL MEETING
5.1. Accordingly, notice is hereby given that the General Meeting will be held entirely by
electronic participation as contemplated in section 63(2)(a) of the Act, on Thursday, 18
January 2024 at 11:00, at which General Meeting, Shareholders will be requested to
consider and, if deemed fit, to pass, with or without modification, the Resolutions set out in
the Notice of General Meeting attached to the Circular.
5.2. Electronic participation at the General Meeting:
5.2.1. Shareholders or their duly appointed proxy(ies) that wish to participate in the General
Meeting via electronic communication ("Participants"), are required to either:
5.2.1.1. register online using the online registration portal at https://meetnow.global/za; or
5.2.1.2. apply to Computershare, by sending an email to proxy@computershare.co.za so as
to be received by Computershare by no later than 11:00 on Tuesday, 16 January
2024.
5.2.2. Computershare will first validate such requests and confirm the identity of the
Shareholder in terms of section 63(1) of the Act, and, if the request is validated, further
details on using the electronic communication facility will be provided.
5.2.3. The Company or Computershare will inform Participants who notified Computershare
of their intended participation as set out above, by no later than 16:00 on Wednesday,
17 January 2024 by email of the relevant details through which Participants can
participate electronically. Participants who notified Computershare of their intended
participation after 11:00 on Tuesday, 16 January 2024 but before the General Meeting
will be provided the relevant details through which Participants can participate
electronically once their requests have been validated and the identity of the Participant
has been confirmed in terms of section 63(1) of the Act.
6. SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting and the Transaction are set out
below:
2023
Record Date to receive the Circular and Notice of the Friday, 8 December
General Meeting forming part thereof
Publication of distribution of Circular and Notice of General Monday, 18 December
Meeting announcement on SENS on
Circular, incorporating Notice of General Meeting, Form of Monday, 18 December
Proxy (blue) and Form of Acceptance, Surrender and
Transfer (grey) posted to Shareholders on
Exit Offer opens at 09:00 am on (refer to notes 3 and 4 Monday, 18 December
below)
2024
Last day to trade Shares in order to be recorded in the Tuesday, 9 January
Register on the Record Date to Vote on
Record Date to Vote (being the record date for a Friday, 12 January
Shareholder to be registered in the Register in order to be
eligible to attend, participate and vote at the General
Meeting), by close of trade on
For administrative reasons, Forms of Proxy (blue) in Tuesday, 16 January
respect of the General Meeting to be lodged at the Transfer
Secretaries by 11:00 on
Forms of Proxy (blue) not lodged with the Transfer Thursday, 18 January
Secretaries to be emailed to the Transfer Secretaries at
proxy@computershare.co.za (who will provide same to the
chairman of the General Meeting) at any time before the
appointed proxy exercises any Shareholder rights at the
General Meeting on
General Meeting held at 11:00 on Thursday, 18 January
Results of the General Meeting announced on SENS on Thursday, 18 January
Expected date to receive TRP compliance certificate on Thursday, 25 January
Expected date that the Exit Offer becomes unconditional Thursday, 25 January
and expected date of publication of finalisation
announcement relating to the Exit Offer on SENS on
Expected publication of finalisation announcement relating Friday, 26 January
to the Exit Offer published in the South African press on
Expected last day to trade in Shares in order to participate Tuesday, 6 February
in the Exit Offer on (refer to note 9 below)
Expected suspension of the listing of the Shares on the JSE Wednesday, 7 February
with effect from the commencement of trade on
Expected date on which the Exit Offer closes at 12:00 pm Friday, 9 February
on
Expected record date on which Exit Offeree Shareholders Friday, 9 February
must hold Shares in order to accept the Exit Offer on (refer
to note 9 below)
Expected results of the Exit Offer announced on SENS on Monday, 12 February
Expected payment of Exit Offer Consideration to Exit Offer Monday, 12 February
Participants (refer to notes 10 and 11 below), with the last
payment on
Expected results of the Exit Offer published in the South Tuesday, 13 February
African press on
Expected termination of the listing of the Shares at the Tuesday, 13 February
commencement of trade on the JSE on
Notes:
1. All times referred to in the Circular are local times in South Africa and are subject to change.
2. Any variation of the above dates and times will be approved by the JSE and TRP and
released on SENS.
3. The Exit Offer must remain open for at least 30 Business Days after the Opening Date.
4. Exit Offeree Shareholders should note that acceptance of the Exit Offer will, subject to
paragraph 3.6 of the Circular, be irrevocable.
5. Shareholders should note that, as transactions in Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days
after such trade. Therefore, persons who acquire Shares after the last day to trade in order
to be recorded in the Register on the Record Date to Vote, namely, Tuesday, 9 January
2024, will not be able to vote at the General Meeting.
6. Dematerialised Shareholders, other than those with Own-name Registration, must provide
their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off
time and date stipulated by their CSDP or Broker in terms of their respective Custody
Agreements between them and their CSDP or Broker.
7. Forms of Proxy (blue) are to be lodged with Transfer Secretaries, for administrative
purposes only, by no later than 11:00 on, Tuesday, 16 January 2024. Alternatively, Forms
of Proxy (blue) may be emailed to the Transfer Secretaries at proxy@computershare.co.za
(who will provide same to the chairman of the General Meeting) at any time before the
appointed proxy exercises any Shareholder rights at the General Meeting.
8. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the
initial General Meeting will remain valid in respect of any such adjournment or
postponement.
9. For purposes of being eligible to participate in the Exit Offer, no Dematerialisation and
rematerialisation of the Shares may take place after the last day to trade in the Shares for
participation in the Exit Offer, expected to be Tuesday, 6 February 2024. For the avoidance
of doubt, Exit Offer Participants cannot dematerialise or rematerialise once they have validly
accepted the Exit Offer.
10. Certificated Shareholders who accept the Exit Offer will have the Exit Offer Consideration
transferred to them by EFT into the bank account nominated by them in the Form of
Acceptance, Surrender and Transfer by no later than the Payment Date, being within six
Business Days after the later of the Exit Offer being declared unconditional and the date on
which such Shareholders deliver Forms of Acceptance, Surrender and Transfer and
Documents of Title to the Transfer Secretaries, with the last Payment Date being the first
Business Day after the Closing Date.
11. Dematerialised Shareholders who accept the Exit Offer will have their accounts at their
CSDP or Broker updated by no later than the Payment Date, being within six Business Days
after the later of the Exit Offer being declared unconditional and the date on which the
CSDP's or Brokers of such Exit Offeree Shareholders notify the Transfer Secretaries of their
acceptance of the Exit Offer, with the last Payment Date being the first Business Day after
the Closing Date.
7. RESPONSIBILITY STATEMENTS
7.1. 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.
7.2. The Consortium (to the extent that the information relates to the Consortium) accepts
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 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.
Johannesburg
18 December 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: 18-12-2023 04:30:00
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