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ASCENDIS HEALTH LIMITED - Exercise by Dissenting Shareholders of Appraisal Rights

Release Date: 02/12/2021 15:45
Code(s): ASC     PDF:  
Wrap Text
Exercise by Dissenting Shareholders of Appraisal Rights

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”)


1.     Introduction

1.1.      Shareholders are referred to the circular issued to Shareholders on 3 September 2021
          (the “Circular”) and the announcement released on the Stock Exchange News Service (“SENS”) by
          Ascendis Health on 4 October 2021 (the “Results SENS Announcement”).

1.2.      Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear
          the same meanings ascribed thereto in the Circular.

2.     Exercise by Dissenting Shareholders of Appraisal Rights

2.1.      As detailed in the Circular, Shareholders were afforded the right, in terms of section 164 of the Companies
          Act, 2008 (Act 71 of 2008), as amended (“Act”), to demand that the Company pay them the fair value of
          all of such number of Ascendis Health Shares as may form the subject matter of their demand (“Appraisal

2.2.      As per the Circular and the Notice of General Meeting, Shareholders wishing to exercise their Appraisal
          Rights (“Dissenting Shareholders”) were required to, inter alia, provide the Company with a written Notice
          of Objection before the General Meeting.

2.3.      Subsequent to the Results SENS Announcement, the Company received Valid Appraisal Demands from
          all Dissenting Shareholders listed in the Results SENS Announcement.

2.4.      The Company and some of the Dissenting Shareholders subsequently entered into agreements pursuant
          to which the Dissenting Shareholders accepted the offer made by the Company in terms of section 164(11)
          of the Companies Act and tendered their Ascendis Health Shares to the Company.

2.5.      Accordingly, the Company’s subsidiary, Elixr Brands Proprietary Limited (“Elixr”), has repurchased a total
          of 1,215,236 Ascendis Health Shares (“Dissenting Shareholders’ Shares”) from the following Dissenting
          Shareholders, at a price of R1.19 per Dissenting Shareholders’ Share (“Purchase Price”):
          Registered holder of                   Number of                Number of                 Total
          Ascendis Health Shares                 Dissenting               Dissenting                Purchase
                                                 Shareholders’            Shareholders’             Price
                                                 Shares                   Shares as a % of issued
                                                                          Ascendis Health Shares1

          Mr Harry Jacobus Smit                     480,344                      0.10%             R571,609.36

          Mrs Carli Julyan                          420,000                      0.09%             R499,800.00

          Mr Nicolaas Van Der Westhuizen            243,907                      0.05%             R290,249.33

          Ask Internet Technologies Cc               70,985                     0.015%              R84,472.15

                                                  1,215,236                     0.255%           R1,446,130.84

        1. Based on 489,469,959 Ascendis Health Shares in issue.

2.6 The Company’s subsidiary, Elixr, will hold the repurchased Shares as treasury shares.

3.   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.

2 December 2021

Questco Corporate Advisory Proprietary Limited

Date: 02-12-2021 03:45:00
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