TAKEOVER REGULATION PANEL - TAKEOVER REGULATION PANEL INVESTIGATION INVOLVING ASCENDIS HEALTH LIMITED AND OTHERS

TAKEOVER REGULATION PANEL INVESTIGATION INVOLVING ASCENDIS HEALTH LIMITED AND OTHERS

TAKEOVER REGULATION PANEL

(Established in terms of the Companies Act, 2008)

("TRP" or "Panel")




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TAKEOVER REGULATION PANEL INVESTIGATION INVOLVING ASCENDIS HEALTH LIMITED AND
OTHERS

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1.    INTRODUCTION

      1.1.     The Takeover Regulation Panel (Panel) is a juristic person established under section
               196(1) of the Companies Act, 2008 (Act).

      1.2.     In terms of section 201(1) of the Act, the Panel's responsibilities include investigating any
               complaints regarding affected transactions and offers in accordance with Part D of Chapter
               7 of the Act (namely, sections 168 to 175 of the Act).

      1.3.     Reference is made to the joint firm intention announcement released on the Stock
               Exchange News Service ("SENS") on Monday, 27 November 2023 ("FIA"), the circular to
               shareholders issued on Monday, 18 December 2023 ("Circular"), the supplementary
               announcement released on SENS on Wednesday, 17 January 2024 (Supplementary
               Announcement), the Supplementary Firm Intention Announcement published on SENS
               on Monday, 25 March 2024 (Supplementary FIA) and the Supplementary Circular to
               shareholders issued on Monday, 25 March 2024 (Supplementary Circular) (collectively,
               Offer Documents).

      1.4.     Capitalised terms in this announcement shall bear the meaning ascribed to them in
               Supplementary FIA and the Supplementary Circular, as the case may be.

      1.5.     Subsequent to the publication of the Supplementary Circular, the Panel received
               complaints in terms of section 169 of the Companies Act regarding other Shareholders
               who, as a result of their relationship with a member of the Consortium, are alleged to be
               acting in concert with the Consortium, as well as allegations relating to other instances of
               non-compliance.

      1.6.     In terms of section 119(1) of the Act, the Panel is required to regulate any affected
               transaction or offer and the conduct of the parties in respect of any such transaction or offer
               in a manner that promotes the objectives set out in Section 119(1). Those objectives set
               out in Section 119(1)(a), (b), and (c) include that the Panel must:
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            1.6.1.    ensure the integrity of the marketplace and fairness to the holders of the
                      securities of regulated companies;

            1.6.2.    ensure the provision of:

                      1.6.2.1.     necessary information to holders of securities of regulated
                                   companies, to the extent required to facilitate the making of fair and
                                   informed decisions; and

                      1.6.2.2.     adequate time for regulated companies and holders of their
                                   securities to obtain and provide advice with respect to offers; and

            1.6.3.    prevent actions by a regulated company designed to impede, frustrate, or defeat
                      an offer, or the making of fair and informed decisions by the holders of that
                      company's securities.

     1.7.   Since the announcement of the offer described in the Offer Documents, the Panel has
            received approximately 20 complaints. While not all of them, a considerable number of
            these complaints have resulted in remedial action being taken. It is worth noting that some
            of the complainants include former prescribed officers of Ascendis.

     1.8.   Given the circumstances outlined above, the Panel has decided to take proactive measures
            to ensure that all complaints related to matters preceding this announcement are
            processed in a systematic and organised manner (Investigation). This approach will help
            to avoid any undue delays in finalising the offer.

     1.9.   The following process will provide information to all concerned parties regarding the
            Investigation format. We urge interested parties to take note of the strict timelines for
            submitting relevant information to the Panel (through the inspector mentioned below).

2.   COMMENCEMENT OF THE PANEL INVESTIGATION IN TERMS OF CHAPTER 7 OF THE ACT

     2.1.   Having regard to the background outlined above, the Deputy Executive Director, acting
            pursuant to section 200(3) of the Act, has appointed an inspector in terms of section
            209(1)(b) of the Act, to investigate complaints contemplated in this announcement in terms
            of Chapter 7 of the Act and then report to the Deputy Executive Director on the outcome of
            the investigation pursuant to section 170 of the Act. As such, the inspector is inviting all
            interested parties who wish to make submissions concerning the Ascendis offer to do so in
            adherence with the timelines stipulated below.

     2.2.   In this regard, all interested parties who wish to lodge further complaints regarding the
            conduct of the offer set out in the Offer Documents will be given 10 calendar days,
            commencing at 12 noon on 19 April 2024 and ending at 12 noon on 29 April 2024
            (Submission Period).
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      2.3.      The impugned parties (in the complaints to be lodged) will be afforded 20 business days to
                respond to the relevant complaints received by the inspector at the end of the Submission
                Period. The 20 business days will commence within three business days after the end of
                the Submission Period to allow the inspector to collate all the complaints before transmitting
                them to the impugned parties (Response Period).

      2.4.      At the end of the Response Period, the complainants will be afforded another 10 calendar
                days for the purposes of replying to the submissions made in response by the impugned
                parties, which will commence within three business days after the end of the Response
                Period.

      2.5.      All submissions relating to the above must be sent to the inspector at the following email
                address: panel1@trpanel.co.za.

3.    CONCLUSION

      3.1.      The process outlined above is not intended to cast aspersions on the conduct or the
                character of any of the parties contemplated above. It is merely intended to ensure an
                orderly and expeditious resolution of all outstanding complaints relating to the offer
                contemplated in the Offer Documents.

      3.2.      The Panel is indebted to all the participants in these processes, without whom its regulatory
                responsibilities could not be discharged. For that reason, we wish to extend our gratitude
                to all for their continued support.

19 April 2024

1st Floor, Block 2, Freestone Park, 135 Patricia Road, Johannesburg, 2196

Takeover Regulation Panel

Date: 19-04-2024 08:51:00
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