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
(“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
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
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
Questco Corporate Advisory Proprietary Limited
Date: 13-01-2022 04:13:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.