ASPEN - ANNOUNCEMENT TO SHAREHOLDERS

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

AN ANNOUNCEMENT IN ACCORDANCE WITH JSE SECURITIES EXCHANGE SOUTH AFRICA
REGULATIONS WAS MADE IN THE BUSINESS DAY AND THE BEELD TODAY, 12 DECEMBER 2000,
ADVISING THAT ASPEN'S ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE
2000 HAD BEEN QUALIFIED.  THIS ANNOUNCEMENT IS CONSISTENT WITH THE ANNOUNCEMENT
INCLUDED IN THE PUBLICATION OF ASPEN'S ANNUAL RESULTS ON 15 SEPTEMBER 2000
WHICH IS REPEATED BELOW:

"AS REPORTED IN THE PRIOR YEAR, A GENERAL PROVISION WAS CREATED BY THE GROUP IN
THE FORM OF A FAIR VALUE CONSOLIDATION ADJUSTMENT TO COVER CERTAIN RISKS
ASSOCIATED WITH THE ACQUISITION OF THE SAD BUSINESSES.  THE EFFECT OF THIS
ADJUSTMENT IS TO INCREASE THE GROUP'S GOODWILL AND PROVISIONS BY R50 MILLION.
THE DIRECTORS ARE OF THE OPINION THAT THE PROVISION SHOULD REMAIN IN PLACE FOR
THE FORESEEABLE FUTURE UNTIL IT CAN BE ESTABLISHED, BEYOND REASONABLE DOUBT,
THAT RISKS RELATING TO THIS ACQUISITION NO LONGER EXIST.  THE REPORT OF THE
INDEPENDENT AUDITORS, PRICEWATERHOUSECOOPERS INC., WILL AGAIN BE QUALIFIED IN
THIS REGARD, AS THE GROUP HAS BEEN UNABLE TO DEMONSTRATE THAT A LEGAL OR
CONSTRUCTIVE LIABILITY EXISTS AT YEAR END."

THE AUDIT QUALIFICATION APPEARED IN ASPEN'S ANNUAL FINANCIAL STATEMENTS FOR THE
PREVIOUS YEAR ENDED 30 JUNE 1999. THE GENERAL PROVISION IS A CONSERVATIVE
MEASURE TAKEN BY THE BOARD OF DIRECTORS OF ASPEN. THE EFFECT OF A REVERSAL OF
THIS PROVISION WILL BE TO DECREASE ASPEN'S GOODWILL AND INCREASE THE VALUE OF
ASPEN'S NET TANGIBLE ASSETS. THE REVERSAL OF THIS PROVISION WILL HAVE NO EFFECT
ON ASPEN'S HEADLINE EARNINGS.