| Fri 13 Dec 2013, 16:05 | | ASCENDIS HEALTH LIMITED - Dealings in securities by directors |
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ASC 201312130065A
Dealings in securities by directors
ASCENDIS HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
ISIN: ZAE000185005 Share code: ASC
(“Ascendis”)
Dealings in securities by directors
In terms of paragraphs 3.63 to 3.65 of the JSE Limited (“the JSE”) Listings Requirements ("the Listings
Requirements"), the following information, relating to dealings in securities by directors, is disclosed:
Directors: Gary John Shayne and Crispian Dillon
Nature of the transaction: Ascendis has entered into an agreement (which
remains subject to certain conditions precedent) to
purchase a company (“Target”), the size of which is
below a category two transaction in terms of the
Listings Requirements (i.e. less than 5% of the issued
share capital and/or market capitalisation of
Ascendis), and in terms of which approximately 2 843
601 Ascendis shares (based on the closing price of
Ascendis shares on the JSE on 12 December 2013),
subject to a maximum of 3 750 000 Ascendis shares,
will be issued to the sellers as part payment for the
purchase consideration (“Ascendis Shares”). The
Ascendis Shares will only become freely tradable after
five years from date of issue to the sellers.
Bounty Brands Proprietary Limited (“Bounty Brands”)
(in which Gary Shayne has a 85% indirect beneficial
interest and Crispian Dillon has a 15% indirect
beneficial interest), which does not form part of the
Ascendis group of companies, has entered into
separate agreements with the sellers whereby Bounty
Brands benchmarks the future performance of the
Ascendis Shares relative to the financial performance
of the Target (“Bounty Brands Option”) at a future date
(“Bounty Brands Option Trigger Date”).
Permission was granted to Bounty Brands by the
Ascendis board of directors, excluding Gary Shayne
and Cris Dillon (“the Board”), to enter into the
aforementioned agreements, as in the Board’s view it
promotes a long-term incentive to the sellers of the
Target, which potentially translates into further growth
for Ascendis.
No fees are payable by Ascendis for these
agreements and there are no financial implications for
Ascendis as a result of these agreements
Bounty Brands Option Trigger The earlier of 28 February 2019, the receipt of a
Date: mandatory offer for Ascendis shares as defined in
section 123 of the Companies Act No.71 of 2008 on or
before 28 February 2019, and the delisting of
Ascendis (not accompanied by a mandatory offer) on
or before 28 February 2019
Strike price: Nil, save for in the case where Ascendis is delisted, in
which case the strike price will be determined with
reference to the performance of the Target
Deemed number of Ascendis 2 843 601 (based on the closing price of Ascendis
shares subject to the Bounty shares on the JSE on12 December 2013), subject to a
Brands Option: maximum of 3 750 000 Ascendis shares, which
number will be adjusted up or down by the Bounty
Brands Option value determinants
Deemed Bounty Brands Option Present day value of nil (may be adjusted by various
value: future value determinants as at the Bounty Brands
Option Trigger Date)
Deemed transaction value: R30 million
Extent of interest: Indirect beneficial (through Bounty Brands, in which
Gary Shayne has a 85% indirect beneficial interest
and Crispian Dillon has a 15% indirect beneficial
interest)
Written clearance obtained: Clearance was obtained from the Chairman
13 December 2013
Johannesburg
Sponsor
Nedbank Capital
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