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Extension of Milestone Fulfilment Date and Further Cautionary Announcement
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” or “the
Group”)
EXTENSION OF MILESTONE FULFILMENT DATE AND FURTHER CAUTIONARY ANNOUNCEMENT
1. EXTENSION OF MILESTONE FULFILMENT DATE
Shareholders are referred to the announcement published on SENS on 22 December 2021 entitled
“Appointment of CEO, Debt facilities and Cautionary Announcement” (“the 22 December Announcement”).
The terms used in this announcement bear the same meaning as those defined in the 22 December
Announcement.
Shareholders are advised that over the past week the Board has been working on various debt settlement
solutions. The current Lender (being Emma Healthcare Holdings Ltd held by Blantyre Capital Limited and L1
Health GP SARL) has now confirmed to the Board that it has disposed of the full amount advanced to the
Group under the Finance Documents (“the Debt”) and has transferred its rights and obligations under the
Finance Documents including the Forbearance Agreement to a South African consortium led by special
situations investor Apex Partners and incorporating a leading BEE health and beauty group (“the
Consortium”) (“the Transaction”).
The terms and milestones under the Forbearance Agreement have been extended in writing, to 14 January
2022, to facilitate conclusion of the transfer of the Debt to the Consortium. The Board then aims to agree
and conclude new terms with the Consortium.
The Board wishes to acknowledge the efforts of management and staff, particularly over the festive season,
which have resulted in the Group reaching a point that would have enabled the requirements of Milestone 1
to have been met.
2. BENEFITS OF THE TRANSACTION FOR ASCENDIS HEALTH
The Board’s aim remains the achievement of long-term financial sustainability for the Group. The Transaction
supports this objective in the following ways:
– it provides opportunities to exploit synergies with a strategic partner being the Consortium which operates
in the same markets as Ascendis Health, including integration and optimisation opportunities;
– it achieves localisation of debt; and
– it provides Ascendis Health with time to provide an optimal solution for the Company and for shareholders.
3. CLARIFICATION ON AGM RESULTS
Shareholders are referred to the annual general meeting results announcement published on SENS on 20
December 2021 entitled “Results of Annual General Meeting and Changes to Composition of Board and
Board Committees”. For clarification, shareholders are advised that Ordinary resolution number 9: General
authority to the directors to issue shares of the Company for cash did not receive the requisite 75% approval
from shareholders and thus did not pass.
4. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement contained in the 22 December Announcement
and are advised to continue to exercise caution while the Board works with the Consortium to understand its
objectives and its proposed strategy for the Company. A further announcement will made in due course.
30 December 2021
Bryanston
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 30-12-2021 12:01:00
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