Johannesburg, Ascendis Health Limited, in partnership with ACN Capital IHC Proprietary Limited and its consortium, has issued supplementary information regarding the firm intention announcement originally made on November 27, 2023. The announcement pertains to the reconstitution of the Independent Board, the distribution of a supplementary circular to shareholders, notice of a rescheduled general meeting, and updated salient dates and times relevant to the proposed transaction.
Following the supplementary announcement on January 17, 2024, the Takeover Regulation Panel (TRP) received complaints regarding certain shareholders’ relations to the Consortium, potentially acting in concert. After a thorough review and engagement with the TRP, the Consortium has provided written confirmations from the relevant parties, asserting their independence in the matter. Consequently, the TRP issued a compliance notice, and the Consortium acknowledged additional shareholders as concert parties for the purpose of the Companies Act, incorporating them into the supplementary circular distributed to shareholders.
As a result of a conflict of interest identified through a complaint, the Independent Board has been voluntarily reconstituted to ensure compliance and transparency. The newly formed Reconstituted Independent Board includes Ms. Bharti Harie, Dr. Karsten Wellner, and Mr. Hendrik Ackermann Nolte, all deemed independent under the Takeover Regulations.
The distribution of the Supplementary Circular, containing additional information about the transaction and the notice for the rescheduled General Meeting, has commenced today. This circular aims to provide shareholders with comprehensive details regarding the Exit Offer and the procedures for voting or withdrawing previous acceptances.
The Rescheduled General Meeting, set for April 23, 2024, at 11:00, will be held entirely via electronic participation. This meeting will enable shareholders to consider and, if deemed fit, pass resolutions related to the Exit Offer. The meeting’s salient dates and times have been revised to accommodate the new schedule, with key dates including the record date for receiving the Supplementary Circular on March 15, 2024, and the last day to trade shares to be eligible to vote on April 9, 2024.
Ascendis Health and the Consortium have taken responsibility for the accuracy of the information provided in this announcement, ensuring shareholders are well-informed about the transaction’s progress and any changes to the original proposal. Valeo Capital (Pty) Ltd serves as the corporate advisor and sponsor to Ascendis, with Solaris Law Proprietary Limited and BDO Corporate Finance Proprietary Limited offering legal and financial expertise, respectively.