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ASCENDIS HEALTH LIMITED - Court order and process going forward

Release Date: 17/07/2024 11:58
Code(s): ASC     PDF:  
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Court order and process going forward

ASCENDIS HEALTH LIMITED                                                 ACN CAPITAL IHC PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)                         (Incorporated in the Republic of South 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")                                                               
                      
                                                                
                
COURT ORDER AND PROCESS GOING FORWARD


1.       INTRODUCTION

1.1.        Ascendis shareholders ("Shareholders") are referred to the circular to Shareholders
            issued on Monday, 18 December 2023 ("Circular"), the supplementary circular to
            Shareholders issued on 25 March 2024 ("Supplementary Circular") and the
            announcement released on the Stock Exchange News Service ("SENS") by the Takeover
            Regulation Panel ("Panel") on Friday, 19 April 2024 ("TRP Announcement").

1.2.        Shareholders are further referred to the announcement released on SENS by Ascendis
            and the Consortium on Wednesday, 19 June 2024 ("SENS Announcement"), wherein
            shareholders were advised that:

1.2.1.         following the investigation referred to in the TRP Announcement ("Investigation"), the
               Panel issued a ruling in terms of which the Consortium had been found by the Panel to
               have contravened certain provisions of the Takeover Provisions ("Ruling"); and.

1.2.2.         Ascendis and the Consortium disagreed with the Panel's findings and were assessing
               their legal options in this regard.

1.3.        Capitalised terms used in this announcement that are not otherwise defined, bear the
            meanings ascribed to them in the Circular and Supplementary Circular.

2.       COURT ORDER AND PROCESS GOING FORWARD

2.1.        Shareholders are hereby advised that, following the receipt of legal advice, Ascendis and
            the Consortium made application to the High Court on an urgent basis in order to inter alia
            review and set aside the Ruling and the subsequent compliance notice issued by the Panel
            on 19 June 2024 in relation to the Ruling ("Compliance Notice").

2.2.        Shareholders are further advised that on 15 July 2024 the High Court made an order
            reviewing and setting aside the Ruling and the Compliance Notice ("TRP Findings"), on
            the basis that the TRP Findings were unlawful for lack of procedural fairness.

2.3.        The High Court has remitted the matter to the Panel.

3.       RESPONSIBILITY STATEMENTS

3.1.        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.

3.2.        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 July 2024

Corporate Advisor and Sponsor to Ascendis
Valeo Capital (Pty) Ltd

Legal Advisor to Ascendis
Solaris Law Proprietary Limited

Date: 17-07-2024 11:58:00
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