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ASPEN - PROPOSED SPECIFIC SHARE REPURCHASE OF 21 300 000 ASPEN ORDINARY SHARES FROM PEU HEALTH (PTY) LTD AND RENEWAL OF CAUTIONARY ANNOUNCEMENT Aspen Pharmacare Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1985/002935/06) JSE Share code: APN ISIN: ZAE000023586 ("Aspen") PROPOSED SPECIFIC SHARE REPURCHASE OF 21 300 000 ASPEN ORDINARY SHARES FROM PEU HEALTH (PROPRIETARY) LIMITED ("PEU HEALTH") AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. Specific Share Repurchase 1.1 Introduction Investec Bank Limited is authorised to announce that Aspen or a wholly owned subsidiary of Aspen will, in terms of the share repurchase agreement entered into between Aspen and Peu Health dated 23 June 2004, acquire 21 300 000 Aspen shares (representing 5.9% of the existing Aspen shares in issue net of treasury shares) from Peu Health ("the specific share repurchase"), subject to the conditions precedent set out in 1.5. To the extent that shares are repurchased by a wholly-owned subsidiary of Aspen, such shares will be held by the subsidiary as treasury shares. To the extent that shares are repurchased directly by Aspen, such shares will be cancelled as issued shares and will revert to authorised but unissued share capital. 1.2 Rationale for the specific share repurchase The funding arrangement utilised by Peu Health to acquire its holding of 21 300 000 Aspen shares has had to be unwound and accordingly Peu Health is required to dispose of its Aspen shares. Aspen is entering into the specific share repurchase to facilitate an orderly exit by Peu Health from its investment in Aspen. Aspen may, subject to obtaining the prior approval of Aspen shareholders, utilise some or all of the Aspen shares which are subject to the specific share repurchase to facilitate further Black Economic Empowerment ("BEE"). In this regard, shareholders are advised that the cautionary announcement dated 6 May 2004 relates to ongoing discussions between Aspen and a BEE consortium regarding the proposed introduction of that consortium as a shareholder of Aspen ("the proposed BEE transaction"). CEPPWAWU Pharmaceutical Investments (Proprietary) Limited will remain as a BEE shareholder in Aspen and will hold 7.9% of Aspen"s shares in issue net of treasury shares after implementation of the specific share repurchase. 1.3 Terms of the specific share repurchase The share repurchase consideration of R234 300 000 ("the share repurchase consideration") is equivalent to 1 100 cents per Aspen share and will be settled in cash from internal resources. 1.4 Financial effects of the specific share repurchase The unaudited pro forma financial effects of the specific share repurchase, as set out in the table below, have been prepared for illustrative purposes only and to provide information on how the specific share repurchase may have impacted the historic financial results of Aspen. Because of their nature, the unaudited pro forma financial effects may not give a fair reflection of Aspen"s financial position after the implementation of the specific share repurchase or the effect on future earnings. The table below sets out the unaudited pro forma financial effects of the specific share repurchase on earnings, headline earnings, net asset value and net tangible asset value per Aspen share, subject to the assumptions set out below. Actual Pro forma Increase/ "Before" "After" (decrease) (cents) (cents) (%) Basic earnings per share for the six months ended 44.9 45.3 0.9 31 December 20032 Headline earnings per share for the six months 47.2 47.7 1.1 ended 31 December 20032 Net asset value per share at 31 December 20033 248.8 194.6 (21.8) Net tangible asset value per share at 31 December 105.7 42.4 (59.9) 20033 Number of shares in issue at 31 December 2003, net 356 309 335 009 of treasury shares (`000) Weighted average number of shares in issue for the six months ended 31 355 773 334 473 December 2003, net of treasury shares (`000) Notes: 1. The actual "before" financial information has been extracted, without adjustment, from the unaudited interim financial results of Aspen for the six months ended 31 December 2003. 2. The unaudited pro forma "after" basic and headline earnings per share calculations have been based on the following assumptions:
* the specific share repurchase was implemented on 1 July 2003; and * the share repurchase consideration was funded from internal resources which would otherwise, but for the specific share
repurchase, have been invested by Aspen in an interest bearing account at an average after tax rate of 7% for the six months ended 31 December 2003. 3. The unaudited pro forma "after" net asset value and net tangible asset value per share calculations have been based on the assumption that the specific share repurchase was implemented on 31 December 2003. 1.5 Conditions precedent The specific share repurchase is subject to the following conditions precedent: 1.5.1 the passing of the requisite resolutions by Aspen shareholders in general meeting approving the specific share
repurchase in accordance with the Companies Act, 1973 (Act 61 of 1973), as amended, and the Listings Requirements of the JSE Securities Exchange South Africa ("the JSE"); 1.5.2 the registration of the requisite special resolution by the Registrar of Companies; and 1.5.3 the granting, to the extent required, of all regulatory approvals for the specific share repurchase, including approval by the JSE.
It is anticipated that the specific share repurchase and the delisting of any shares acquired directly by Aspen will be implemented on or about Friday, 30 July 2004. 1.6 Documentation and general meeting A circular containing full details of the specific share repurchase and convening a general meeting of Aspen shareholders ("the general meeting") to pass the requisite resolutions to approve the specific share repurchase will be sent to Aspen shareholders in due course. In terms of the JSE Listings Requirements, the special resolution necessary to give effect to the specific share repurchase will be required to be passed by at least 75% of the shareholders present in person or by proxy and voting at the general meeting, excluding any parties participating in the specific share repurchase. Consequently, Peu Health will not be eligible to vote in respect of their shareholding at the general meeting for the purpose of approving the specific share repurchase. 2. Renewal Of Cautionary Announcement Further to the cautionary announcement dated 6 May 2004, shareholders are advised that discussions in respect of the proposed BEE transaction are still in progress which, if successfully concluded, may have a material effect on the price of Aspen shares. Accordingly, shareholders should continue exercising caution when dealing in Aspen shares until a full announcement is made. Sandton 24 June 2004 Merchant bank Investec Corporate Finance Sponsor Investec Securities Reporting accountants and auditors PricewaterhouseCoopers Inc. Attorneys Werksmans Inc. Date: 24/06/2004 05:15:11 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
