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Results of the Rescheduled General Meeting and TRP Announcement
ASCENDIS HEALTH LIMITED ACN CAPITAL IHC PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South 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")
RESULTS OF THE RESCHEDULED GENERAL MEETING AND TRP ANNOUNCEMENT
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, as
supplemented on Wednesday, 17 January 2024 and Monday, 25 March 2024, and to the circular to
shareholders issued on Monday, 18 December 2023 ("Circular"), as supplemented on Monday, 25
March 2024 ("Supplementary Circular"), which Supplementary Circular contained a notice
convening the rescheduled general meeting of Shareholders for the purpose of considering and, if
deemed fit, passing, with or without modification, the resolutions contained therein.
1.2. Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the meanings ascribed thereto in the Circular as supplemented by the meanings ascribed
thereto in the Supplementary Circular.
2. RESULTS OF THE RESCHEDULED GENERAL MEETING
2.1 Shareholders are hereby advised that the Rescheduled General Meeting of the Company was held
entirely by electronic participation at 11:00 today, 23 April 2024.
2.2 Shareholders are further advised that at the Rescheduled General Meeting, all of the resolutions
were passed by the requisite majorities of the Company's Shareholders.
2.3 Details of the results of the voting at the Rescheduled General Meeting are as follows:
Resolutions Shares voted Shares Votes for Votes Shares
proposed at the at voted (%)¹ resolution against abstained
Rescheduled General Rescheduled (%)² resolution (%)¹
Meeting General (%)²
Meeting
(number)
Special Resolution 447 021 421 71.44% 87.33% 12.67% 0.14%
Number 1: Approval of
the Independent Board
fee
Ordinary Resolution 447 920 079 83.11% 87.34% 12.66% 0.00%
Number 1: Authority to
delist and to apply for
the Delisting of the
Company from the JSE
Ordinary Resolution 447 920 079 71.58% 87.34% 12.66% 0.00%
Number 2: Approval of
the Management
Agreement
Notes:
1. As a percentage of the total number of shares in issue as at the date of the Rescheduled General
Meeting (excluding Treasury Shares) for Special Resolution Number 1 and Ordinary Resolution
Number 2. As a percentage of the total number of shares in issue as at the date of the
Rescheduled General Meeting (excluding Treasury Shares and Shares held by the the
Consortium and the JSE Concert Parties) for Ordinary Resolution Number 1.
2. As a percentage of the total number of Shares voted at the Rescheduled General Meeting.
3. The total number of shares in issue as at the date of the Rescheduled General Meeting was
632 469 959 ordinary Shares, of which 6 718 589 were Treasury Shares.
4. No resolutions were added or amended at the Rescheduled General Meeting.
3. TRP ANNOUNCEMENT
3.1 Shareholders are referred to the announcement published by the Takeover Regulation Panel ("TRP")
on 19 April 2024 ("TRP Announcement") and to the various media reports that have been published
following the publication of the TRP Announcement. Certain of the media reports have misconstrued
the TRP Announcement and have purported the TRP Announcement to mean that the TRP has
launched a new investigation into Ascendis.
3.2 The Company wishes to clarify that the TRP Announcement followed consultation with Ascendis and
the Consortium and both Ascendis and the Consortium are encouraged by the TRP's decision and
actions, as it will bring finality in an orderly manner to the raising of complaints regarding the Exit
Offer and Delisting, in order to avoid perpetual delays. Ascendis welcomes the TRP's proactive
approach to effectively draw a line in the sand in respect of new complaints so that the Transaction
can be concluded in the best interest of Shareholders.
3.3 The TRP Announcement sets out a clearly stipulated deadline and a process whereby any new
complaints must abide and, as such, was not an announcement of any new investigation as the
media reports imply, but rather an announcement of an orderly continuation of the TRP's ongoing
efforts to regulate the Transaction in a manner that seeks to balance its regulatory duties with the
interests of fairness and transparency to all Shareholders, in accordance with its mandate.
3.4 As it stands, Ascendis and the Consortium have been cooperating actively with the TRP in relation
to all complaints submitted and will continue to do so in respect of any new complaints that are
submitted in the newly announced process.
4. RESPONSIBILITY STATEMENTS
4.1 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.
4.2 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.
23 April 2024
Johannesburg
Corporate Advisor and Sponsor to Ascendis
Valeo Capital (Pty) Ltd
Date: 23-04-2024 04:58:00
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