ACQUISITION BY ASPEN OF CO-PHARMA LIMITED

ASPEN PHARMACARE LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1985/002935/06)
("ASPEN")

ACQUISITION BY ASPEN OF CO-PHARMA LIMITED ("CO-PHARMA")
1. INTRODUCTION

INVESTEC BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT ASPEN HAS ENTERED INTO AN
AGREEMENT IN TERMS OF WHICH, WITH EFFECT FROM 1 JULY 2000, ASPEN WILL INITIALLY
ACQUIRE 51% OF CO-PHARMA, A COMPANY INCORPORATED IN ENGLAND AND WALES AND HAS
FURTHER COMMITTED TO ACQUIRE THE OUTSTANDING 49% AS SET OUT IN PARAGRAPH 3
BELOW ("THE ACQUISITION").

2. BACKGROUND TO CO-PHARMA AND RATIONALE FOR THE ACQUISITION

CO-PHARMA IS A PHARMACEUTICAL MARKETING AND DISTRIBUTION COMPANY WITH ITS
PRIMARY ASSETS BEING PRODUCT DOSSIERS. CO-PHARMA OPERATES THROUGHOUT THE UNITED
KINGDOM ("UK"), PARTICULARLY IN THE GENERIC AND OVER-THE COUNTER MARKET ("OTC")
THE ACQUISITION IS IN LINE WITH ASPEN'S STATED OBJECTIVE OF ESTABLISHING
PLATFORM COMPANIES IN FOREIGN TERRITORIES TO ACT AS THE POINT OF ENTRY FOR
ASPEN INTO THESE MARKETS. ASPEN INTENDS TO BUILD ON CO-PHARMA'S POSITION IN THE
UK OTC MARKET. IT IS ANTICIPATED THAT MEDIUM TERM EFFICIENCIES FROM THE
ACQUISITION WILL ARISE FROM JOINT PRODUCT DEVELOPMENT STRATEGIES AND THE
UTILISATION OF ASPEN'S DOMESTIC PRODUCTION CAPABILITIES.
3. SALIENT TERMS OF THE ACQUISITION

THE MAXIMUM CONSIDERATION PAYABLE BY ASPEN IN TERMS OF THE ACQUISITION IS GBP15
MILLION, MADE UP AS FOLLOWS:

- AN INITIAL CONSIDERATION OF GBP4 MILLION, PAYABLE IN CASH (FUNDED FROM
EXISTING CASH RESOURCES AND LOCAL BORROWING FACILITIES) FOR 51% OF CO-PHARMA
("THE INITIAL CONSIDERATION"); AND

- A DEFERRED CONSIDERATION OF UP TO A MAXIMUM OF GBP11 MILLION, PAYABLE IN
CASH, FOR THE REMAINING 49% OF CO-PHARMA BASED ON THE AVERAGE EARNINGS BEFORE
TAX FOR THE YEARS ENDING 30 JUNE 2001 AND 30 JUNE 2002 AND THE EARNINGS BEFORE
TAX FOR THE YEAR ENDING 30 JUNE 2003.

THE VENDORS ARE GROUND-PINE DEVELOPMENTS LIMITED, A COMPANY INCORPORATED IN THE
BRITISH VIRGIN ISLANDS AND DANIA INTERNATIONAL B.V., A COMPANY INCORPORATED IN
THE NETHERLANDS.

ALL CONDITIONS PRECEDENT RELATING TO THE ACQUISITION HAVE BEEN FULFILLED.
3. FINANCIAL EFFECTS

BASED ON AN EXCHANGE RATE OF GBP1 = R11, PAYMENT OF THE INITIAL CONSIDERATION
OF GBP4 MILLION AND THE AUDITED RESULTS OF CO-PHARMA FOR THE YEAR ENDED 31
MARCH 2000, THE ACQUISITION WILL NOT HAVE A MATERIAL EFFECT ON THE HEADLINE
EARNINGS AND NET ASSET VALUE PER ASPEN SHARE, ASSUMING THE ACQUISITION HAD BEEN
IN EFFECT FOR THE FULL FINANCIAL YEAR ENDED 30 JUNE 2000. THE ACQUISITION IS
EXPECTED TO MAKE A POSITIVE CONTRIBUTION TO THE FUTURE EARNINGS OF ASPEN.
DURBAN
21 DECEMBER 2000
MERCHANT BANK
SPONSORING BROKER
INVESTEC BANK LIMITED
INVESTEC SECURITIES LOGO