Ascendis Health Limited shareholders received an update today regarding the firm intention announcement (FIA) and circular released in November 2023. The announcement addresses an omission related to the indirect shareholding in Ascendis held by JVDM and provides details on the Consortium’s shareholding. Additionally, the general meeting has been postponed due to the need for circular supplementation.
Ascendis shareholders are directed to the FIA and Circular released on 27 November 2023. A subsequent complaint revealed an omission in disclosing JVDM’s indirect shareholding, prompting the Consortium to rectify this error. The Takeover Regulation Panel issued a compliance notice under section 171 of the Companies Act, 2008. The primary purpose of this announcement is to update the disclosure, including JVDM’s shareholding, and inform shareholders of the general meeting’s postponement.
As of the FIA and the Last Practicable Date, Yen, a wholly-owned subsidiary of JVDM Trust, held 4,388,910 shares, constituting approximately 0.7% of total shares (excluding treasury shares). The Consortium’s direct and indirect shareholding in Ascendis, including JVDM’s shareholding, is detailed in the table below:
| Shareholder | Direct Beneficial | Indirect Beneficial | Total Shares | % of Issued Shares1 |
|---|---|---|---|---|
| ACN Capital | – | 4,378,8462 | 4,378,8462 | 0.70 |
| Carl Andre Capital | 7,024,807 | – | 7,024,807 | 1.12 |
| Dendrobium Capital | 38,006,922 | – | 38,006,922 | 6.07 |
| Emfam | – | – | – | – |
| Kingston Kapitaal | 15,024,283 | – | 15,024,283 | 2.40 |
| JVDM | 4,388,9103 | – | 4,388,9103 | 0.70 |
| Total | 60,056,012 | 8,767,756 | 68,823,768 | 11.00 |
Irrevocable Undertakings to vote in favor of the Delisting Resolution were received from Exit Offeree Shareholders holding 299,240,024 shares, representing 54.81% of the issued shares. A breakdown of these undertakings is provided in the table below:
| Shareholder | Number of Shares | % of Issued Shares (Excluding Concert Parties) |
|---|---|---|
| Calibre Investment Holdings Pty Ltd | 114,367,267 | 20.95% |
| Cresthold (Pty) Ltd | 48,187,648 | 8.83% |
| Alpvest Equities (Pty) Ltd – Invest | 47,802,918 | 8.76% |
| Kefolile Health Investments (Pty) Ltd | 56,321,482 | 10.32% |
| Steyn Capital (Pty) Ltd | 6,150,000 | 1.13% |
| … (Other Shareholders) | … | … |
Irrevocable Undertakings not to accept the Exit Offer were received from Exit Offeree Shareholders holding 304,381,533 shares, representing 53.27% of the issued shares (excluding the Excluded Shares). Details are as follows:
| Shareholder | Number of Shares | % of Issued Shares (Excluding Concert Parties) |
|---|---|---|
| Calibre Investment Holdings Pty Ltd | 114,367,267 | 20.02% |
| Cresthold (Pty) Ltd | 48,187,648 | 8.43% |
| Alpvest Equities (Pty) Ltd – Invest | 47,802,918 | 8.37% |
| Kefolile Health Investments (Pty) Ltd | 56,321,482 | 9.86% |
| Steyn Capital (Pty) Ltd | 5,600,000 | 1.08% |
| … (Other Shareholders) | … | … |
As of the date of this announcement, the Consortium’s shareholding, including Yen, is updated as follows:
| Shareholder | Direct Beneficial | Indirect Beneficial | Total Shares | % of Issued Shares1 |
|---|---|---|---|---|
| ACN Capital | – | 4,378,8462 | 4,378,8462 | 0.70 |
| Carl Andre Capital | 7,024,807 | – | 7,024,807 | 1.12 |
| Dendrobium Capital | 38,006,922 | – | 38,006,922 | 6.07 |
| Emfam | – | – | – | – |
| Kingston Kapitaal | 15,024,283 | – | 15,024,283 | 2.40 |
| JVDM | 4,388,910 | – | 4,388,910 | 0.70 |
| Total | 60,056,012 | 8,767,756 | 68,823,768 | 11.00 |
Due to the supplementary information provided, the Takeover Regulation Panel has determined the postponement of the General Meeting initially scheduled for 18 January 2024. This postponement will also affect other salient dates relevant to the Exit Offer. Shareholders will receive further details in due course.
The Independent Board, the Board, and the Consortium collectively and individually accept responsibility for the information in this announcement. They certify that, to the best of their knowledge and belief, the information is true, and the announcement does not omit anything likely to affect the importance of such information.
This update provides Ascendis shareholders with crucial information regarding the ongoing developments related to the exit offer. The Consortium remains committed to transparency, addressing omissions, and ensuring that shareholders are informed of the latest updates.
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