ASCENDIS HEALTH LIMITED - Transaction Implementation and Change to the Board

Transaction Implementation and Change to the Board

 Ascendis Health Limited
 (Registration number 2008/005856/06)
 (Incorporated in the Republic of South Africa)
 Share code: ASC
 ISIN: ZAE000185005
 (“Ascendis Health” or “the Company”)


 TRANSACTION IMPLEMENTATION AND CHANGES TO THE BOARD


1. INTRODUCTION AND BACKGROUND

Shareholders are referred to the announcements published on SENS on 22 December 2021, 30 December 2021 and
6 January 2022 (the “Previous Announcements”). The capitalised terms used in this announcement bear the same
meaning as those defined in the Previous Announcements.

2. TRANSACTION IMPLEMENTATION

The Board is pleased to announce that the Transaction was fully implemented on Wednesday, 12 January 2022. In
order to facilitate the Transaction in a timely manner, the Consortium has advanced a new facility in the amount of R550
million to the Company (the “New Loan”), the proceeds of which were utilised to settle the Debt owed to the prior
lender, Emma Healthcare Holdings Limited (the “Prior Lender”) and provide additional working capital to the Company.

The New Loan was advanced under the existing Senior Facility Agreement ("SFA”) and retains the terms, conditions,
security and interest rate of the Debt owed to the Prior Lender as at 29 December 2021, save that the maturity date has
been extended to 31 January 2022 (“Revised Maturity Date”) in order to finalise a recapitalisation plan being agreed
between the Consortium and the Board (the “Recapitalisation Plan”). The Forbearance Agreement is therefore no
longer of any force or effect. The Consortium has agreed to further extend the Revised Maturity Date to facilitate the
implementation of the Recapitalisation Plan. It is intended that, following the implementation of the Recapitalisation Plan,
the Company will be debt free and with surplus cash to focus on expanding its core businesses and future growth
opportunities.

It is currently envisaged that the Recapitalisation Plan will be implemented by way of the discharge of the Debt in
exchange for interests in certain of the Company’s non-core businesses on terms still to be agreed. Accordingly, the
Company has undertaken not to engage with any other persons regarding alternatives to the Recapitalisation Plan,
including refinancing the Debt, asset sales and a rights offer until the Revised Maturity Date.

3. CHANGES TO THE BOARD

Shareholders are advised that Mr Harry Smit, a current independent non-executive director of the Company, has been
appointed as Chairman to the Board with effect from 13 January 2022.

Having assisted the Company with the successful and timeous implementation of the Transaction, Mr Andrew Marshall,
acting Chief Executive Officer (“CEO”), will step down from his role with effect from 13 January 2022. Ms Cheryl-Jane
Kujenga, the current executive Chief Financial Officer (“CFO”), will assume the joint role of CFO and interim CEO with
effect from 13 January 2022. Ms Cheryl-Jane Kujenga will be supported by the divisional Managing Directors and
Financial Managers.

Shareholders are advised that all board changes have received the requisite prior written approval of the Consortium
as the new lenders.

Furthermore, shareholders are advised of the categorisation of the non-executive directors of the Board as follows:

 Mr Harry Smit                                 Independent Non-Executive Chairman
 Dr Karsten Wellner                            Independent Non-Executive Director
 Mr Richard William Dawes                      Independent Non-Executive Director
 Mr Gary John Shayne                           Non-Executive Director
 Mr Lawrence Mulaudzi                          Non-Executive Director

4. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board accepts responsibility for the information contained in this announcement as it pertains to Ascendis Health.
To the best of the Board's knowledge and belief, the information contained in this announcement as it pertains to
Ascendis Health is true and nothing has been omitted which is likely to affect the importance of such information.


13 January 2022
Bryanston

Sponsor
Questco Corporate Advisory Proprietary Limited

Date: 13-01-2022 04:13:00
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