Ascendis’s ‘takeover consortium’ slated for buying shares without disclosure of interests

Published Jun 20, 2024


ASCENDIS Health directors have been accused by the Takeover Regulation Panel (TRP) of acting in concert and illegally with a consortium, headed by the firm’s CEO, Carl Neethling, that is trying to buy out the shareholders and delist the group.

Shareholder activist Albie Cilliers, one of four who had complained to the TRP about the takeover offer to shareholders, said on X yesterday that the TRP investigation had found Ascendis’s non-executive director Theunis de Bruyn, through his association with the firm Calibre Holdings, to have acted in concert with Neethling's consortium.

Shareholder activist and former Ascendis chairperson Harry Smit told Business Report the ruling had vindicated his assertions that the takeover offer and delisting was unlawful due to insider trading. Smit said that it was the first time that such a ruling had been made in South Africa’s corporate history, and that the ruling was evidence of insider trading.

Smit said the amount of in-concert trading was big, as the consortium buying out Ascendis had effectively bought some 116 million Ascendis shares through insider trading, that had started in 2021. “We won’t sleep until these people are behind bars,” he said.

The TRP said in its ruling that the individuals needed to explain to it within 15 days why legal action should not be taken against the individuals involved in directing the consortium’s activities, for “repeatedly violating the Takeover Provisions” and “if you fail to do so, the Panel will proceed with the determination without considering any explanation from the individuals in question”.

Ascendis Health also had to publish, within 24 hours of the TRP ruling, a supplement to an earlier announcement concerning their offer to Ascendis shareholders, saying the TRP had found that the consortium had contravened certain provisions of the Takeover Provisions.

The TRP also directed the consortium to supplement its firm intention to offer documents with full disclosures of their in concert party relationships to all Ascendis stakeholders.

Cilliers had originally complained to the TRP that De Bruin and his associates, including Calibre Holdings, were undisclosed concert parties to the exit offer and the delisting.

“The complaint is valid and has been substantiated,” the TRP said.

Ascendis’s board said in a JSE regulatory notice, in response to the TRP ruling yesterday, that they strongly disagree with the TRP’s findings and were assessing their legal options in order to oppose them in the appropriate forum.

The TRP also required the consortium to communicate the findings of the TRP investigation with relevant stock exchanges where Ascendis Health was listed.

This was to ensure that rulings concerning any meetings of holders of Ascendis Health shares regarding the exit offer were made, including whether such meetings would need to be reconvened due to these discrepancies.