ANNOUNCEMENT TO ASPEN SHAREHOLDERS

ASPEN PHARMACARE HOLDINGS LIMITED
(FORMERLY ASPEN HEALTHCARE HOLDINGS LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1985/002935/06)
("ASPEN")
ANNOUNCEMENT TO ASPEN SHAREHOLDERS
1. INTRODUCTION

INVESTEC BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT AGREEMENTS HAVE BEEN
REACHED IN TERMS OF WHICH VARIOUS WHOLLY-OWNED SUBSIDIARIES OF ASPEN HAVE
DISPOSED OF THE FOLLOWING NON-CORE BUSINESSES:

- 100% OF ITS SHAREHOLDING IN AND CLAIMS AGAINST PHARMATEC INTERNATIONAL SRL
("PHARMATEC"), A COMPANY INCORPORATED IN ITALY ("THE PHARMATEC DISPOSAL");
- THE INFANT NUTRITIONAL ASSETS ("THE INFANT NUTRITIONAL ASSETS DISPOSAL"); AND
- 100% OF ITS SHAREHOLDING IN CAPRICORN PHARMA INC ("CAPRICORN"), A COMPANY
INCORPORATED IN THE UNITED STATES OF AMERICA ("THE USA") ("THE CAPRICORN
DISPOSAL").
(COLLECTIVELY REFERRED TO AS "THE DISPOSALS").
2. RATIONALE FOR THE DISPOSALS

SUBSEQUENT TO THE ACQUISITION OF THE BUSINESSES OF SOUTH AFRICAN DRUGGISTS
LIMITED ("SAD"), IT HAS BEEN A STATED OBJECTIVE OF ASPEN TO DISPOSE OF NON-CORE
ASSETS. PURSUANT TO THIS STRATEGY, ASPEN DISPOSED OF LAGAP PHARMACEUTICALS
LIMITED IN OCTOBER 1999 AND RECENTLY IMPLEMENTED THE DISPOSALS.

THE PROCEEDS OF THE DISPOSALS WILL BE USED TO REDUCE THE INTEREST-BEARING DEBT
USED TO FINANCE THE ACQUISITION OF THE BUSINESSES OF SAD.
3. THE DISPOSALS
3.1 THE PHARMATEC DISPOSAL
3.1.1 NATURE OF BUSINESS OF PHARMATEC

PHARMATEC IS A SPECIALIST MANUFACTURER OF MODIFIED SLOW RELEASE AND NEW
TECHNOLOGY PHARMACEUTICAL PRODUCTS, AND A MANUFACTURER OF OUTLICENSED PRODUCTS,
OPERATING MAINLY IN EUROPE. PHARMATEC ALSO OWNS CERTAIN PATENTS ASSOCIATED WITH
THESE PRODUCTS AND PROCESSES AND RETAINS THE RIGHTS FOR COMMERCIAL PRODUCTION
OF THE PRODUCTS.
3.1.2 TERMS OF THE PHARMATEC DISPOSAL

IN TERMS OF THE PHARMATEC DISPOSAL, SAD TECHNOLOGY BV HAS DISPOSED OF PHARMATEC
TO EURAND INTERNATIONAL SPA WITH EFFECT FROM 1 JUNE 2000 FOR:

- AN INITIAL CONSIDERATION OF R76,6 MILLION PAYABLE IN CASH; AND

- A FURTHER AMOUNT OF R6,5 MILLION PAYABLE AS AND WHEN CERTAIN WARRANTIES ARE
MET.

THE AFOREMENTIONED DISPOSAL CONSIDERATIONS HAVE BEEN CALCULATED AT AN EXCHANGE
RATE OF R6,50 TO THE EURO.
3.2 THE INFANT NUTRITIONAL ASSETS DISPOSAL
3.2.1 NATURE OF THE INFANT NUTRITIONAL ASSETS

THE INFANT NUTRITIONAL ASSETS COMPRISE THE INFACARE TRADEMARK AND THE

MANUFACTURING ASSETS, INCLUDING PROPERTY, PLANT AND EQUIPMENT WHICH HAVE BECOME
SUPERFLUOUS TO THE BUSINESS OF ASPEN SUBSEQUENT TO THE SURRENDER OF THE LICENSE
BY ASPEN TO MARKET THE INFANT NUTRITIONAL PRODUCTS OF AMERICAN HOME PRODUCTS.
3.2.2 TERMS OF THE INFANT NUTRITIONAL ASSETS DISPOSAL

IN TERMS OF THE INFANT NUTRITIONAL ASSETS DISPOSAL, PHARMACARE LIMITED HAS
DISPOSED OF THE INFANT NUTRITIONAL ASSETS TO NUTRICIA (PROPRIETARY) LIMITED
WITH EFFECT FROM 3 APRIL 2000 FOR AN AGGREGATE DISPOSAL CONSIDERATION OF R29,7
MILLION, PAYABLE IN CASH.

THE INFANT NUTRITIONAL ASSETS DISPOSAL IS SUBJECT TO, INTER ALIA, THE APPROVAL
OF THE COMPETITION COMMISSION.
3.3. THE CAPRICORN DISPOSAL
3.3.1 NATURE OF BUSINESS OF CAPRICORN

CAPRICORN IS A USA BASED MANUFACTURING FACILITY DEVELOPED TO USA REGULATORY
REQUIREMENTS AND WAS PART OF SAD'S NEW DRUG DEVELOPMENT PROGRAMME. AT THE TIME
OF THE CAPRICORN DISPOSAL, THE MANUFACTURING FACILITY HAD NOT YET BEEN
COMMISSIONED.
3.3.2 TERMS OF THE CAPRICORN DISPOSAL

IN TERMS OF THE CAPRICORN DISPOSAL, SAD OVERSEAS LIMITED HAS DISPOSED OF
CAPRICORN TO VENKOR, INC. WITH EFFECT FROM 31 MARCH 2000 FOR A NOMINAL VALUE.
4. FINANCIAL EFFECTS OF THE DISPOSALS

THE TABLE BELOW SETS OUT THE PRO FORMA FINANCIAL EFFECTS OF THE DISPOSALS ON
THE EARNINGS, HEADLINE EARNINGS AND NET ASSET VALUE PER ASPEN SHARE AS FOLLOWS:
- THE EARNINGS, HEADLINE EARNINGS AND NET ASSET VALUE PER ASPEN SHARE IN THE
"BEFORE" COLUMN ARE BASED ON THE PUBLISHED INTERIM RESULTS OF ASPEN FOR THE SIX
MONTHS ENDED 31 DECEMBER 1999;

- THE EARNINGS AND HEADLINE EARNINGS PER ASPEN SHARE IN THE "AFTER" COLUMN ARE
BASED ON THE ASSUMPTIONS THAT THE DISPOSALS HAD BEEN EFFECTED ON 1 JULY 1999
AND THAT THE RESPECTIVE DISPOSAL CONSIDERATIONS HAD BEEN USED TO REDUCE
INTEREST-BEARING DEBT AT AN AFTER TAX INTEREST RATE OF 10,05% PER ANNUM, BASED
ON A TAX RATE OF 30%, FOR THE SAME PERIOD; AND

- THE NET ASSET VALUE PER ASPEN SHARE IN THE "AFTER" COLUMN IS BASED ON THE
ASSUMPTION THAT THE DISPOSALS HAD BEEN CONCLUDED ON 31 DECEMBER 1999.
                            PRO FORMA
                  BEFORE    AFTER     INCREASE
PER ASPEN SHARE   (CENTS)   (CENTS)   (%)
EARNINGS          14,6      15,6      6,8
HEADLINE EARNINGS 14,4      15,4      6,9
NET ASSET VALUE   57,0      64,6      13,3
JOHANNESBURG
20 JUNE 2000
MERCHANT BANK
INVESTEC CORPORATE FINANCE
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 1969/004763/06)
SPONSORING BROKER
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 1972/008905/06