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TAKEOVER REGULATION PANEL INVESTIGATION INVOLVING ASCENDIS HEALTH LIMITED AND OTHERS
TAKEOVER REGULATION PANEL
(Established in terms of the Companies Act, 2008)
("TRP" or "Panel")
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TAKEOVER REGULATION PANEL INVESTIGATION INVOLVING ASCENDIS HEALTH LIMITED AND
OTHERS
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1. INTRODUCTION
1.1. The Takeover Regulation Panel (Panel) is a juristic person established under section
196(1) of the Companies Act, 2008 (Act).
1.2. In terms of section 201(1) of the Act, the Panel's responsibilities include investigating any
complaints regarding affected transactions and offers in accordance with Part D of Chapter
7 of the Act (namely, sections 168 to 175 of the Act).
1.3. Reference is made to the joint firm intention announcement released on the Stock
Exchange News Service ("SENS") on Monday, 27 November 2023 ("FIA"), the circular to
shareholders issued on Monday, 18 December 2023 ("Circular"), the supplementary
announcement released on SENS on Wednesday, 17 January 2024 (Supplementary
Announcement), the Supplementary Firm Intention Announcement published on SENS
on Monday, 25 March 2024 (Supplementary FIA) and the Supplementary Circular to
shareholders issued on Monday, 25 March 2024 (Supplementary Circular) (collectively,
Offer Documents).
1.4. Capitalised terms in this announcement shall bear the meaning ascribed to them in
Supplementary FIA and the Supplementary Circular, as the case may be.
1.5. Subsequent to the publication of the Supplementary Circular, the Panel received
complaints in terms of section 169 of the Companies Act regarding other Shareholders
who, as a result of their relationship with a member of the Consortium, are alleged to be
acting in concert with the Consortium, as well as allegations relating to other instances of
non-compliance.
1.6. In terms of section 119(1) of the Act, the Panel is required to regulate any affected
transaction or offer and the conduct of the parties in respect of any such transaction or offer
in a manner that promotes the objectives set out in Section 119(1). Those objectives set
out in Section 119(1)(a), (b), and (c) include that the Panel must:
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1.6.1. ensure the integrity of the marketplace and fairness to the holders of the
securities of regulated companies;
1.6.2. ensure the provision of:
1.6.2.1. necessary information to holders of securities of regulated
companies, to the extent required to facilitate the making of fair and
informed decisions; and
1.6.2.2. adequate time for regulated companies and holders of their
securities to obtain and provide advice with respect to offers; and
1.6.3. prevent actions by a regulated company designed to impede, frustrate, or defeat
an offer, or the making of fair and informed decisions by the holders of that
company's securities.
1.7. Since the announcement of the offer described in the Offer Documents, the Panel has
received approximately 20 complaints. While not all of them, a considerable number of
these complaints have resulted in remedial action being taken. It is worth noting that some
of the complainants include former prescribed officers of Ascendis.
1.8. Given the circumstances outlined above, the Panel has decided to take proactive measures
to ensure that all complaints related to matters preceding this announcement are
processed in a systematic and organised manner (Investigation). This approach will help
to avoid any undue delays in finalising the offer.
1.9. The following process will provide information to all concerned parties regarding the
Investigation format. We urge interested parties to take note of the strict timelines for
submitting relevant information to the Panel (through the inspector mentioned below).
2. COMMENCEMENT OF THE PANEL INVESTIGATION IN TERMS OF CHAPTER 7 OF THE ACT
2.1. Having regard to the background outlined above, the Deputy Executive Director, acting
pursuant to section 200(3) of the Act, has appointed an inspector in terms of section
209(1)(b) of the Act, to investigate complaints contemplated in this announcement in terms
of Chapter 7 of the Act and then report to the Deputy Executive Director on the outcome of
the investigation pursuant to section 170 of the Act. As such, the inspector is inviting all
interested parties who wish to make submissions concerning the Ascendis offer to do so in
adherence with the timelines stipulated below.
2.2. In this regard, all interested parties who wish to lodge further complaints regarding the
conduct of the offer set out in the Offer Documents will be given 10 calendar days,
commencing at 12 noon on 19 April 2024 and ending at 12 noon on 29 April 2024
(Submission Period).
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2.3. The impugned parties (in the complaints to be lodged) will be afforded 20 business days to
respond to the relevant complaints received by the inspector at the end of the Submission
Period. The 20 business days will commence within three business days after the end of
the Submission Period to allow the inspector to collate all the complaints before transmitting
them to the impugned parties (Response Period).
2.4. At the end of the Response Period, the complainants will be afforded another 10 calendar
days for the purposes of replying to the submissions made in response by the impugned
parties, which will commence within three business days after the end of the Response
Period.
2.5. All submissions relating to the above must be sent to the inspector at the following email
address: panel1@trpanel.co.za.
3. CONCLUSION
3.1. The process outlined above is not intended to cast aspersions on the conduct or the
character of any of the parties contemplated above. It is merely intended to ensure an
orderly and expeditious resolution of all outstanding complaints relating to the offer
contemplated in the Offer Documents.
3.2. The Panel is indebted to all the participants in these processes, without whom its regulatory
responsibilities could not be discharged. For that reason, we wish to extend our gratitude
to all for their continued support.
19 April 2024
1st Floor, Block 2, Freestone Park, 135 Patricia Road, Johannesburg, 2196
Takeover Regulation Panel
Date: 19-04-2024 08:51:00
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