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Further supplementary information to FIA, distribution of supplementary circular and notice of rescheduled GM
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")
FURTHER SUPPLEMENTARY INFORMATION TO FIA, RECONSTITUTION OF INDEPENDENT BOARD, DISTRIBUTION OF SUPPLEMENTARY CIRCULAR,
NOTICE OF RESCHEDULED GENERAL MEETING AND SALIENT DATES AND TIMES
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"), the circular to shareholders issued on Monday, 18 December
2023 ("Circular") and the supplementary announcement released on SENS on
Wednesday, 17 January 2024 ("Supplementary Announcement").
1.2. Subsequent to the publication of the Supplementary Announcement, the TRP received
complaints in terms of section 169 of the Companies Act, in relation to other Shareholders
who, as a result of their relationship to a member of the Consortium, would be presumed
or regarded to be acting in concert with the Consortium (unless rebutted) by qualifying as
related or inter-related persons (in accordance with the section 117 (2) of the Companies
Act). In terms of Section 117(2) of the Companies Act, related or inter-related persons are
regarded to have acted in concert, unless there is satisfactory evidence (as determined by
the TRP) that they acted independently in any particular matter. Pursuant to engagement
with the TRP, the Consortium procured, and provided the TRP with written confirmation
from all of the relevant related or inter-related Shareholders that they did not have any
agreement in place with any member of the Consortium to co-operate in any way in
connection with the making of the Exit Offer and have acted independently at all times, and
that they therefore did not act in concert with the Consortium. The TRP thereafter issued a
compliance notice in terms of section 171 of the Companies Act and the Consortium
decided not to direct any further efforts towards rebutting such acting in concert
presumptions. Accordingly, the FIA and the Circular are required to be updated by the
Consortium to treat, and disclose, the Supplementary TRP Concert Parties as concert
parties, based on the compliance notice received from the TRP, for Companies Act
purposes. In addition, the Consortium and Ascendis have undertaken a rigorous review
process of the Register to determine whether any other Shareholders who, as a result of
their relationship to a member of the Consortium, would also be presumed or regarded to
be acting in concert with the Consortium. Pursuant to the compliance notice and the
outcome of such exercise, the Consortium recognises the Supplementary Concert Parties
as parties that will be treated as concert parties to the extent necessary in the
supplementary circular that has or will be distributed to Shareholders today
("Supplementary Circular"). The aggregate shareholding of the Supplementary Concert
Parties is 18 085 246 Shares, constituting 2.89% of the issued Share capital (excluding
Treasury Shares) of the Company.
1.3. In addition, as a result of a complaint received by the TRP in terms of section 169 of the
Companies Act, a potential conflict of interest relating to one of the previous members of
the Independent Board was identified, following which the Independent Board has on a
voluntary basis, and in agreement with the TRP, been reconstituted to form the
Reconstituted Independent Board.
1.4. Accordingly, the purpose of this announcement is to -
1.4.1. update the relevant disclosure in the FIA;
1.4.2. advise Shareholders of the reconstitution of the Independent Board;
1.4.3. advise Shareholders of the distribution of the Supplementary Circular;
1.4.4. provide notice of the Rescheduled General Meeting; and
1.4.5. provide Shareholders with the revised salient dates and times relating to the Exit Offer.
1.5. Capitalised terms used in this announcement that are not otherwise defined, bear the
meanings ascribed to them in the Supplementary Circular.
2. SUPPLEMENTARY INFORMATION
2.1. Accordingly, Shareholders are hereby advised that as at the date of the FIA (unless
indicated otherwise) –
2.1.1. the Consortium is led by ACN Capital, an entity owned and controlled by Carl Neethling.
The Consortium includes Carl Andre Capital, Kingston Kapitaal and Dendrobium who
are associated with Carl Neethling, as well as JVDM and Emfam who are independent
and unrelated to Carl Neethling. An overview of the Consortium members is set out in
paragraph 2.1.3 to 2.1.7 of the Circular.
2.1.2. in addition to the Consortium members, Carl Neethling, ACN Capital Proprietary Limited
(a subsidiary of ACN Capital), Blee Beleggings Proprietary Limited (an entity in which
Carl Neethling is one of two directors), Gerhard Pieter Jacobs (one of two directors of
ACN Capital), Gertjie Investments Proprietary Limited (controlled by Gerhard Pieter
Jacobs) and Yen Investments 111 Proprietary Limited (an entity in which Johannes van
der Merwe is a director and a wholly-owned subsidiary of JVDM) are treated as concert
parties of the Consortium in terms of the JSE Listings Requirements, as well as concert
parties for purposes of the Takeover Regulations. As at the date of the FIA and this
announcement, Gerhard Pieter Jacobs and Gertjie Investments Proprietary Limited
(who are Supplementary Concert Parties) beneficially held respectively 50 000 Shares
and 625 Shares.
2.1.3. In addition, the following shareholders, by virtue of their relationship with members of
the Consortium are treated as concert parties of the Consortium in terms of the
Takeover Regulations (but not in terms of the JSE Listings Requirements):
2.1.3.1. Mrs Anna Gladys Neethling is the sister-in-law of Carl Neethling and is as a result
related or inter-related to ACN Capital, a Consortium member, given that ACN
Capital is controlled by Carl Neethling. As at the date of the FIA and this
announcement Mrs Anna Gladys Neethling beneficially held 173 000 Shares;
2.1.3.2. Mrs Manya de Villiers is a daughter of Dr Pieter Steyn Neethling ("Dr Steyn
Neethling"), and by virtue of the fact that Dr Steyn Neethling controls Kingston
Kapitaal, a Consortium member, is related or inter-related to Kingston Kapitaal. As
at the date of the FIA and this announcement Mrs Manya de Villiers beneficially held
476 253 Shares;
2.1.3.3. Gys Neethling Investments Proprietary Limited is controlled by Gysbert Hendrik
Neethling, a son of Dr Steyn Neethling, and by virtue of the fact that Dr Steyn
Neethling controls Kingston Kapitaal, a Consortium member, Gys Neethling
Investments Proprietary Limited is related or inter-related to Kingston Kapitaal. As at
the date of the FIA and this announcement Gys Neethling Investments Proprietary
Limited beneficially held 3 094 216 Shares;
2.1.3.4. K2017533473 (South Africa) Proprietary Limited is controlled by Karin Smith, a
daughter of Dr Steyn Neethling, and by virtue of the fact that Dr Steyn Neethling
controls Kingston Kapitaal, a Consortium member, K2017533473 Proprietary
Limited is related or inter-related to Kingston Kapitaal. As at the date of the FIA and
this announcement K2017533473 Proprietary Limited beneficially held 700 000
Shares;
2.1.3.5. Steyn Capital Proprietary Limited is controlled by Pieter Gysbert Steyn Neethling,
the brother of Carl Neethling, and is as a result related or inter-related to ACN
Capital, a Consortium member, given that ACN Capital is controlled by Carl
Neethling. As at the date of the FIA, Steyn Capital Proprietary Limited beneficially
held 6 250 000 Shares and, as at the date of this announcement, Steyn Capital
Proprietary Limited beneficially held 5 600 000 Shares;
2.1.3.6. PLN Investments Proprietary Limited is controlled by Dr Pieter Steyn Neethling (Jnr)
("Dr Pieter Neethling"), a son of Dr Steyn Neethling, and by virtue of the fact that
Dr Steyn Neethling controls Kingston Kapitaal, a Consortium member, PLN
Investments Proprietary Limited is related or inter-related to Kingston Kapitaal. As at
the date of the FIA and this announcement PLN Investments Proprietary beneficially
held 3 442 242 Shares; and
2.1.3.7. Dr Pieter Neethling is a director of Kingston Kapitaal, a Consortium member, and is
therefore related or inter-related to Kingston Kapitaal. As at the date of the FIA and
this announcement Dr Pieter Neethling beneficially held 160 000 Shares.
2.1.4. No Consortium member or their concert parties hold any option to acquire Shares in
Ascendis.
2.1.5. Any consequential changes to the FIA, as a result of the above, should be read
accordingly.
2.1.6. For the avoidance of doubt there is no change to the Exit Offer Consideration or the
terms of the Exit Offer as set out in the Circular.
3. RECONSTITUTED INDEPENDENT BOARD AND CHANGE TO THE BOARD
Shareholders are advised that Mr Amaresh Chetty has voluntarily withdrawn as a member of
the Independent Board, which has been reconstituted to form the Reconstituted Independent
Board, and which comprises of Ms Bharti Harie (Chairman), Dr Karsten Wellner and Mr
Hendrik Ackermann Nolte, all of whom are independent as contemplated in regulation 108(8)
of the Takeover Regulations. Accordingly, and in accordance with paragraph 3.59 of the JSE
Listings Requirements, Shareholders are hereby advised that Mr Hendrik Ackermann Nolte
has been co-opted to the board of Ascendis and appointed as an independent non-executive
director of the Company for the purpose of serving as a member of the Reconstituted
Independent Board.
4. DISTRIBUTION OF SUPPLEMENTARY CIRCULAR
4.1. Shareholders are hereby advised that the Supplementary Circular containing
supplementary information relating to the Transaction and incorporating a notice
convening the Rescheduled General Meeting, an Updated Form of Proxy and an Updated
Form of Acceptance, Surrender and Transfer has or will be distributed to Shareholders
today, Monday, 25 March 2024. Shareholders are further advised that the requisite
regulatory approvals required from the JSE and the Takeover Regulation Panel for the
Supplementary Circular to be distributed have been obtained.
4.2. Shareholders can also obtain copies of the Supplementary Circular by accessing an
electronic copy of the Supplementary Circular on the Company's website, available at
www.ascendishealth.com.
4.3. Shareholders should note that voting instructions and Forms of Proxy submitted in terms
of the Circular remain valid. Should Shareholders wish to withdraw such voting instructions
or Forms of Proxy they must follow the procedure set out in the Supplementary Circular.
4.4. Shareholders should also note that acceptances of the Exit Offer made in terms of the
Circular remain valid. Should Shareholders wish to withdraw such acceptances they must
follow the procedure set out in the Supplementary Circular.
5. NOTICE OF RESCHEDULED GENERAL MEETING
Accordingly, notice is hereby given that the Rescheduled General Meeting will be held entirely
by electronic participation as contemplated in section 63(2)(a) of the Act, on Tuesday, 23 April
2024 at 11:00, at which Rescheduled 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 Rescheduled General Meeting attached to the Supplementary Circular.
6. SALIENT DATES AND TIMES
The salient dates and times relating to the Rescheduled General Meeting and the Transaction
are set out below:
2024
Record date to receive this Supplementary Circular and Notice of Friday, 15 March
the Rescheduled General Meeting forming part thereof
Publication of distribution of Supplementary Circular and Notice of Monday, 25 March
Rescheduled General Meeting announcement on SENS on
Supplementary Circular, incorporating Notice of Rescheduled Monday, 25 March
General Meeting, Updated Form of Proxy (green) and Updated
Form of Acceptance, Surrender and Transfer (yellow) distributed to
Shareholders on
Last day to trade Shares in order to be recorded in the Register on Tuesday, 9 April
the Rescheduled Record Date to Vote on
Rescheduled Record Date to Vote (being the record date for a Friday, 12 April
Shareholder to be registered in the Register in order to be eligible
to attend, participate and vote at the Rescheduled General
Meeting), by close of trade on
For administrative reasons, Updated Forms of Proxy (green) in Friday, 19 April
respect of the Rescheduled General Meeting to be lodged at the
Transfer Secretaries by 11:00 on
For administrative reasons, Withdrawal Notice in respect of the Friday, 19 April
Rescheduled General Meeting to be lodged at the Transfer
Secretaries by 11:00 on
Updated Forms of Proxy (green) not lodged with the Transfer Tuesday, 23 April
Secretaries to be emailed to the Transfer Secretaries at
proxy@computershare.co.za (who will provide same to the chairman
of the Rescheduled General Meeting) at any time before the
appointed proxy exercises any Shareholder rights at the
Rescheduled General Meeting on
Withdrawal Notices not lodged with the Transfer Secretaries to be Tuesday, 23 April
emailed to the Transfer Secretaries at proxy@computershare.co.za
(who will provide same to the chairman of the Rescheduled General
Meeting) at any time before the appointed proxy exercises any
Shareholder rights at the Rescheduled General Meeting on
Rescheduled General Meeting held at 11:00 on Tuesday, 23 April
Results of the Rescheduled General Meeting announced on SENS Tuesday, 23 April
on
Expected date that the Exit Offer becomes unconditional and Tuesday, 30 April
expected date of publication of finalisation announcement relating
to the Exit Offer on SENS on
Expected date to receive TRP compliance certificate on Tuesday, 30 April
Expected publication of finalisation announcement relating to the Thursday, 2 May
Exit Offer published in the South African press on
Expected last day to trade in Shares in order to participate in the Tuesday, 14 May
Exit Offer on (refer to note 9 below)
Expected suspension of the listing of the Shares on the JSE with Wednesday, 15 May
effect from the commencement of trade on
Expected date on which the Exit Offer closes at 12:00 on Friday, 17 May
Expected record date on which Exit Offeree Shareholders must hold Friday, 17 May
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, 20 May
Expected payment of Exit Offer Consideration to Exit Offer Monday, 20 May
Participants (refer to notes 10 and 11 below), with the last payment
on
Expected results of the Exit Offer published in the South African Tuesday, 21 May
press on
Expected termination of the listing of the Shares at the Tuesday, 21 May
commencement of trade on the JSE on
Notes:
1. All times referred to in this Supplementary 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 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 2.9 of the "Action required by Shareholders" section of the Supplementary
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 Rescheduled Record Date to Vote, namely, Tuesday,
9 April 2024, will not be able to vote at the Rescheduled 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 Rescheduled 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. Updated Forms of Proxy (green) or Forms of Proxy (blue) which were attached to the
Circular are to be lodged with Transfer Secretaries, for administrative purposes only, by no
later than 11:00 on, Friday, 23 April 2024. Alternatively, Updated Forms of Proxy (green) or
Forms of Proxy (blue) which were attached to the Circular may be emailed to the Transfer
Secretaries at proxy@computershare.co.za (who will provide same to the chairman of the
Rescheduled General Meeting) at any time before the appointed proxy exercises any
Shareholder rights at the Rescheduled General Meeting.
8. If the Rescheduled General Meeting is adjourned or postponed, Updated Forms of Proxy
(green) or Forms of Proxy (blue) which were attached to the Circular submitted for the initial
Rescheduled 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 being Tuesday, 14 May 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 Updated Form
of Acceptance, Surrender and Transfer (yellow) 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 Updated Forms of Acceptance, Surrender and
Transfer (yellow) or Forms of Acceptance, Surrender and Transfer (grey) which were
attached to the Circular and Documents of Title to the Transfer Secretaries, with the last
Payment Date being the first Business Day after the Rescheduled 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 Rescheduled Closing Date.
7. RESPONSIBILITY STATEMENTS
7.1. The Reconstituted Independent 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 and the Exit Offer 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) 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.
Johannesburg
25 March 2024
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: 25-03-2024 04:13:00
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