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Supplementary information to FIA and circular and postponement of general meeting and the other salient dates
ACN CAPITAL IHC PROPRIETARY LIMITED
ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South
(Incorporated in the Republic of South Africa)
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")
SUPPLEMENTARY INFORMATION TO FIA AND CIRCULAR AND POSTPONEMENT OF GENERAL MEETING AND THE OTHER SALIENT DATES RELEVANT
TO THE EXIT OFFER
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 ("FIA") and the circular to shareholders issued on Monday, 18
December 2023 ("Circular").
1.2. Capitalised terms used in this announcement that are not otherwise defined, bear the
meanings ascribed to them in the Circular.
1.3. Subsequent to the publication of the Circular, it was brought to the attention of Ascendis
and the Consortium, as a result of a complaint received by the Panel in terms of section
169, that there was an omission in the FIA and the Circular by the Consortium in that the
indirect shareholding in Ascendis held by JVDM ("JVDM Shareholding"), a member of the
Consortium, was not disclosed in the FIA and the Circular. The Consortium confirms that
the omission was a bona fide error and that the purpose of the disclosures below is to cure
this omission. As a result, the Panel has issued a compliance notice in relation to such
contravention, in terms of section 171 of the Companies Act, 2008.
1.4. Accordingly, the purpose of this announcement is to update the disclosure in the FIA and
the Circular in order to include the JVDM Shareholding as at the date of the FIA and the
Last Practicable Date, and to notify Shareholders of the postponement of the general
meeting in order for the Circular to be supplemented and re-published in due course. In
addition, for the purpose of completeness, the information has also been updated as at the
date of this announcement.
2. JVDM SHAREHOLDING
2.1. Accordingly, Shareholders are hereby advised that as at the date of the FIA and the Last
Practicable Date (unless indicated otherwise) –
2.1.1. Yen Investments 111 (Pty) Ltd ("Yen"), a wholly owned subsidiary of JVDM Trust (a
member of the Consortium) and a concert party of JVDM Trust, held 4,388,910 Shares,
constituting approximately 0.7% of total Shares (excluding treasury Shares), which
shares will be excluded from voting on the Delisting Resolution;
2.1.2. The following shareholding in Ascendis was held directly and indirectly by the members
of the Consortium (and the Circular should be read accordingly):
Direct Indirect Total number % of issued
Shareholder Beneficial Beneficial of Shares Shares 1
ACN Capital - 4 378 846 2 4 378 846 2 0.70
Carl Andre 4 494 807 - 4 494 807 0.72
Capital
Dendrobium 36 741 922 - 36 741 922 5.87
Capital
Emfam - - - -
Kingston 13 126 283 - 13 126 283 2.10
Kapitaal
JVDM - 4 388 910 3 4 388 910 3 0.70
Total 54 363 012 8 767 756 63 130 768 10.09
Note:
1. As a percentage of the issued share capital of Ascendis, excluding Treasury
Shares.
2. Held through ACN Capital Proprietary Limited, a concert party of the Consortium,
and a wholly owned subsidiary of ACN Capital.
3. Held through Yen, a concert party of the Consortium, and a wholly owned
subsidiary of JVDM.
4. The remaining concert parties of the Consortium held the following shareholding in
Ascendis:
a. 7 557 483 Shares are held by Blee Beleggings Proprietary Limited; and
b. 9 097 350 Shares are held by Carl Neethling.
5. No Consortium member or their concert parties held any option to acquire Shares
in Ascendis.
2.1.3. In addition to the trades listed in the Circular, in the period commencing six months
before the date of the FIA, being Monday, 27 November 2023, and ending on the
Last Practicable Date, Yen traded in Ascendis Shares as follows:
Entity Trade Date Nature of transaction Number of Shares Price
(Rand)
Yen 15 September Acquisition 1 370 789 889 862.43
2023
Yen 18 September Acquisition 82 353 53 529.45
2023
Yen 19 September Acquisition 46 000 29 900.00
2023
Yen 20 September Acquisition 54 050 35 132.50
2023
Yen 26 September Acquisition 315 377 211 302.59
2023
Yen 27 September Acquisition 245 929 164 772.43
2023
Yen 28 September Acquisition 121 071 81 117.57
2023
Yen 29 September Acquisition 190 239 127 460.13
2023
Yen 2 October Acquisition 63 102 42 278.34
2023
Entity Trade Date Nature of transaction Number of Shares Price
(Rand)
Yen 12 October Acquisition 165 200 120 096.00
2023
Yen 12 October Acquisition 280 424 204 709.52
2023
Yen 13 October Acquisition 42 930 31 338.90
2023
Yen 16 October Acquisition 511 446 373 355.58
2023
Yen 23 October Acquisition 688 743 496 746.41
2023
Yen 24 October Acquisition 86 316 60 421.20
2023
Yen 25 October Acquisition 124 941 89 743.44
2023
2.1.4. reference to concert parties of the Consortium in the FIA and the Circular include
Yen, and accordingly, for purposes of the FIA and the Circular, ACN Capital
Proprietary Limited, Blee Beleggings Proprietary Limited, Carl Neethling and Yen
are deemed to be acting in concert with the Consortium;
2.1.5. Irrevocable Undertakings to vote in favour of the Delisting Resolution were received
from Exit Offeree Shareholders collectively holding 299 240 024 Shares
representing 54.81% of the Shares in issue (excluding the Excluded Shares and
Shares held by concert parties) as follows –
% of
issued Shares
Number of (excluding the
Shareholder Shares Excluded
Shares and Shares
held by concert
parties)
Calibre Investment Holdings Pty Ltd 114 367 267 20.95%
Cresthold (Pty) Ltd 48 187 648 8.83%
Alpvest Equities (Pty) Ltd - Invest 47 802 918 8.76%
Kefolile Health Investments (Pty) Ltd 56 321 482 10.32%
Steyn Capital (Pty) Ltd 6 150 000 1.13%
Mrs Fareeda Aboobaker 4 125 923 0.76%
PLN Investments 3 442 242 0.63%
Mr Tayob Nazeer Aboobaker 2 950 374 0.54%
Marble Rock Moonrock Global
Opportunities FR QI Hedge Fund 15 892 170 2.91%
Total 299 240 024 54.81%
Note:
1. Calibre Investment Holdings (Pty) Ltd shareholding changed from 78 424 412 on
the date of the FIA to 114 367 267 on the Last Practicable Date. Accordingly, the
above table is as at the Last Practicable Date.
2. Mr Marcello Bianchi and Mr Alberto Bianchi disposed of their Shares in breach of
the Irrevocable Undertakings and therefore have not been included in this
announcement.
3. Steyn Capital (Pty) Ltd's shareholding changed from 6 250 000 on the date of the
FIA to 6 150 000 on the Last Practicable Date. Accordingly, the above table is as
at the Last Practicable Date.
2.1.6. In addition, Irrevocable Undertakings not to accept the Exit Offer were received from
Exit Offeree Shareholders collectively holding 304 381 533 Shares, representing
53.27% of the Shares in issue (excluding the Excluded Shares) as follows –
% of
issued Shares
Number of (excluding the
Shareholder Shares Excluded
Shares and Shares
held by concert
parties)
Calibre Investment Holdings Pty Ltd 114 367 267 20.02%
Cresthold (Pty) Ltd 48 187 648 8.43%
Alpvest Equities (Pty) Ltd – Invest 47 802 918 8.37%
Kefolile Health Investments (Pty) Ltd 56 321 482 9.86%
Steyn Capital (Pty) Ltd 6 150 000 1.08%
Mrs Fareeda Aboobaker 4 125 923 0.72%
PLN Investments 3 442 242 0.60%
Mr Tayob Nazeer Aboobaker 2 950 374 0.52%
Andre Carl Neethling 9 097 350 1.59%
ACN Capital (Pty) Ltd 4 378 846 0.77%
Blee Beleggings 7 557 483 1.32%
Total 304 381 533 53.27%
Note:
1. Calibre Investment Holdings (Pty) Ltd shareholding changed from 78 424 412 on
the date of the FIA to 114 367 267 on the Last Practicable Date. Accordingly, the
above table is as at the Last Practicable Date.
2. Steyn Capital (Pty) Ltd's shareholding changed from 6 250 000 on the date of the
FIA to 6 150 000 on the Last Practicable Date. Accordingly, the above table is as
at the Last Practicable Date.
2.2. Any consequential changes to the FIA and Circular, as a result of the above, should be
read accordingly.
2.3. Subsequent to the publication of the Circular, and as announced on SENS, there have
been changes to the number of Ascendis Shares held by the Consortium. Accordingly, as
at the date of this announcement (and including the Ascendis Shares held by Yen as
contemplated in paragraph 2.1 of this announcement) –
2.3.1. the Consortium has disclosed that the shareholding in Ascendis held directly and
indirectly by the members of the Consortium is as follows –
Direct Indirect Total number % of issued
Shareholder Beneficial Beneficial of Shares Shares 1
ACN Capital - 4 378 846 2 4 378 846 2 0.70
Carl Andre Capital 7 024 807 7 024 807 1.12%
Dendrobium
Capital 38 006 922 38 006 922 6.07%
Emfam - - - -
Kingston Kapitaal 15 024 283 15 024 283 2.40%
JVDM 4 388 910 4 388 910 0.70%
Total 60 056 012 8 767 756 68 823 768 11.00%
Note:
1. As a percentage of the issued share capital of Ascendis, excluding Treasury
Shares.
2. Held through ACN Capital Proprietary Limited, a concert party of the
Consortium, and a wholly owned subsidiary of ACN Capital.
3. Held through Yen, a concert party of the Consortium, and a wholly owned
subsidiary of JVDM.
4. The remaining concert parties of the Consortium held the following
shareholding in Ascendis:
a. 8 822 483 Shares are held by Blee Beleggings Proprietary Limited; and
b. 9 097 350 Shares are held by Carl Neethling.
5. No Consortium member or their concert parties held any option to acquire
Shares in Ascendis in Ascendis.
2.3.2. there has been no further trading in Ascendis Shares by Yen;
2.3.3. the number of Excluded Shares is now 66 776 101 constituting approximately
10.67% of total Shares (excluding treasury Shares);
2.3.4. Irrevocable Undertakings to vote in favour of the Delisting Resolution have been
received from Exit Offeree Shareholders collectively holding 310 816 747 Shares
representing 57.66% of the Shares in issue (excluding the Excluded Shares and
Shares held by concert parties) as follows –
% of
issued Shares
Number of (excluding the
Shareholder Shares Excluded
Shares and Shares
held by concert
parties)
Calibre Investment Holdings Pty Ltd 126 493 990 23.47%
Cresthold (Pty) Ltd 48 187 648 8.94%
Alpvest Equities (Pty) Ltd - Invest 47 802 918 8.87%
Kefolile Health Investments (Pty) Ltd 56 321 482 10.45%
Steyn Capital (Pty) Ltd 5 600 000 1.04%
Mrs Fareeda Aboobaker 4 125 923 0.77%
PLN Investments 3 442 242 0.64%
Mr Tayob Nazeer Aboobaker 2 950 374 0.55%
Marble Rock Moonrock Global
Opportunities FR QI Hedge Fund 15 892 170 2.95%
Total 310 816 747 57.66%
2.3.5. Irrevocable Undertakings not to accept the Exit Offer have been received from Exit
Offeree Shareholders collectively holding 317 223 256 Shares, representing 56.08%
of the Shares in issue (excluding the Excluded Shares) as follows –
% of
issued Shares
Number of (excluding the
Shareholder Shares Excluded
Shares and Shares
held by concert
parties)
Calibre Investment Holdings Pty Ltd 126 493 990 22.36%
Cresthold (Pty) Ltd 48 187 648 8.52%
Alpvest Equities (Pty) Ltd - Invest 47 802 918 8.45%
Kefolile Health Investments (Pty) Ltd 56 321 482 9.96%
Steyn Capital (Pty) Ltd 5 600 000 0.99%
Mrs Fareeda Aboobaker 4 125 923 0.73%
PLN Investments 3 442 242 0.61%
Mr Tayob Nazeer Aboobaker 2 950 374 0.52%
Andre Carl Neethling 9 097 350 1.61%
ACN Capital (Pty) Ltd 4 378 846 0.77%
Blee Beleggings 8 822 483 1.56%
Total 317 223 256 56.08%
3. POSTPONEMENT OF GENERAL MEETING AND OTHER SALIENT DATES
3.1. In light of the above supplementary information, the Takeover Regulation Panel have
determined that the General Meeting set for 11:00 on Thursday, 18 January 2024, be
postponed, due to the need for the Circular to be supplemented and re-published in due
course. The postponement of the General Meeting will result in the postponement of other
salient dates relevant to the Exit Offer.
3.2. Shareholders will be advised of further details in due course.
4. RESPONSIBILITY STATEMENTS
4.1. The Independent Board and the 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 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.
Johannesburg
17 January 2024
Corporate Advisor and Sponsor to Ascendis
Valeo Capital (Pty) Ltd
Legal Advisor to Ascendis
Solaris Law Proprietary Limited
Date: 17-01-2024 02:30:00
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