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Lapse of transaction
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")
LAPSE OF TRANSACTION
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 various
announcements released on the Stock Exchange News Service ("SENS") relating to the
Exit Offer and Delisting (the "Transaction").
1.2. Capitalised terms used in this announcement that are not otherwise defined, bear the
meanings ascribed to them in the Circular and Supplementary Circular.
2. LAPSE OF TRANSACTION
2.1. Following receipt of the order of the High Court in terms of which the Ruling and the
Compliance Notice (as defined in the SENS announcement published on 17 July 2024)
were set aside on the basis that they were unlawful for lack of procedural fairness (towards
Theunis De Bruyn and Calibre Investment Holdings (Pty) Ltd who were both part of the
impugned parties during the investigation), and the matter being remitted to the TRP, the
relevant member of the Consortium that underwrote the requisite bank guarantee required
for the Transaction has elected not to renew the bank guarantee which expires on 20 July
2024 (as it is of the view that there is not sufficient comfort that the Transaction will
complete). Consequently, the Consortium has elected not to extend the fulfilment date for
the remaining conditions precedent to the Exit Offer beyond 20 July 2024.
2.2. Accordingly, the Consortium has notified the Reconstituted Independent Board that the
date for the fulfilment of the outstanding condition precedent will not be extended by the
Consortium.
2.3. Given the above, Shareholders are hereby notified that the Transaction will lapse at 17:00
on 20 July 2024 and will, therefore, not proceed.
3. RESPONSIBILITY STATEMENTS
3.1. The Reconstituted 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
19 July 2024
Corporate Advisor and Sponsor to Ascendis
Valeo Capital (Pty) Ltd
Legal Advisor to Ascendis
Solaris Law Proprietary Limited
Date: 19-07-2024 07:30:00
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