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Aspen - Salient Dates In Respect Of The Proposed Scheme Of Arrangement
ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/002935/06)
Share code: APN ISIN: ZAE000023586
("Aspen")
SALIENT DATES ANNOUNCEMENT IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 17 March 2005, which
contained details of Aspen"s intention to:
- facilitate the acquisition by Imithi Investments (Pty) Limited ("Imithi"),
the shareholders of which comprise broad-based groupings of Black Economic
Empowerment entities, of 13 400 000 Aspen ordinary shares and 17 600 000
Aspen preference shares;
- facilitate the acquisition by the Industrial Development Corporation of
South Africa Limited ("the IDC") of 6 100 000 Aspen ordinary shares.
Imithi will have a call option over the 6 100 000 Aspen ordinary shares
acquired by the IDC.
The acquisitions by Imithi and the IDC are collectively hereinafter referred to
as "the Imithi transaction"
Propose a scheme of arrangement ("the scheme") in terms of Section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"), between
Aspen, Pharmacare Limited ("Pharmacare") and the shareholders of Aspen (other
than Pharmacare, Ceppwawu Pharmaceuticals Investments (Pty) Limited, Ceppwawu
Pharmaceuticals Investments 2 (Pty) Limited, Imithi and the IDC), pursuant to
which Pharmacare will acquire in terms of Section 89 of the Companies Act , on a
pro rata basis, 6.5% of the Aspen ordinary shares held by those Aspen ordinary
shareholders who will be participating in the scheme for a cash consideration of
R21.41 for each Aspen ordinary share acquired.
This announcement contains the expected salient dates and times in relation to
the Imithi transaction and the scheme.
2. SCHEME MEETING
Shareholders are advised that in terms of an Order of Court dated Tuesday, 3 May
2005, the High Court of South Africa has granted Aspen leave to convene a
meeting to consider the scheme ("scheme meeting"), to be held at 11:00 on
Monday, 30 May 2005 at the registered office of Aspen, Building Number 8,
Healthcare Park, Woodlands Drive, Woodmead, Sandton.
3. SALIENT DATES AND TIMES
The expected dates and times pertaining to the Imithi transaction and the scheme
are set out below:
Salient dates and times 2005
Notice of scheme meeting and Order of Friday, 6 May
Court released on the Securities Exchange
News Service of the JSE ("SENS") on
Notice of scheme meeting and Order of Monday, 9 May
Court published in the press on
Last day to trade Aspen ordinary shares in Thursday, 19 May
order to be recorded in the register of
Aspen shareholders to be eligible to vote
at the scheme meeting on
Voting record date to vote at the scheme Thursday, 26 May
meeting on
Last day to lodge form of proxy (green) Friday, 27 May
for the general meeting ("the general
meeting") by 10:00 on
Last day to lodge form of proxy (pink) for Friday, 27 May
the scheme meeting by 11:00 on
General meeting to be held at 10:00 on Monday, 30 May
Scheme meeting to be held at 11:00 (or so Monday, 30 May
soon thereafter as the general meeting
convened to be held at 10:00 on the same
date at the same venue has been concluded)
on
Results of the general and scheme meetings Monday, 30 May
released on SENS on
Results of the general and scheme meetings Tuesday, 31 May
published in the press on
Court hearing to sanction the scheme (at Tuesday, 7 June
10:00 or as soon thereafter as Counsel may
be heard) on
Results of the Court sanctioning the Tuesday, 7 June
scheme released on SENS on
Results of the Court sanctioning the Wednesday, 8 June
scheme published in the press on
Order of Court sanctioning the scheme Thursday, 9 June
registered by the Registrar on or about
Confirmation of registration of Order of Thursday, 9 June
Court released on SENS on or about
Listing of new Aspen ordinary shares to be Friday, 10 June
issued pursuant to the Imithi transaction
on the JSE on or about
If the scheme is sanctioned and
implemented
Last day to trade Aspen ordinary shares on Friday, 17 June
the JSE in order to be recorded in the
register of Aspen shareholders to be
eligible to participate in the scheme on
The latest date for Aspen shareholders to Friday, 24 June
be recorded in the register of Aspen
shareholders to be eligible to receive the
scheme consideration ("consideration
record date") on
Operative date of the scheme, from the Monday, 27 June
commencement of business when:
the scheme consideration and new Aspen
ordinary share certificates are posted to
certificated scheme participants (if
documents of title are received on or
prior to the consideration record date)
or, failing receipt of documents of title
on or before the consideration record
date, within five business days of receipt
thereof by Aspen"s transfer secretaries;
and
dematerialised scheme participants have
their accounts held at their CSDP or
broker credited with the scheme
consideration and debited with the scheme
shares.
Notes
1. The abovementioned times are South African times, and are subject to
change. Any such change will be released on SENS and published in the South
African press.
2. If the general meeting is adjourned or postponed, forms of proxy for the
general meeting must be received no later than 24 hours prior to the time
of the adjourned or postponed general meeting, provided that for purposes
of calculating the latest time by which forms of proxy must be received,
Saturdays, Sundays and South African public holidays will be excluded.
3. Aspen ordinary shareholders should note that as Aspen ordinary shares now
settle in the STRATE Limited environment, settlement for trade takes place
five business days after such trade. Therefore, shareholders who acquire
Aspen ordinary shares after Thursday, 19 May 2005 will not be eligible to
vote at the scheme meeting.
4. If the form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the Chairperson of the scheme meeting
by not later than 30 minutes before the commencement of the scheme meeting.
5. If the scheme meeting is adjourned or postponed, forms of proxy for the
scheme meeting must be received no later than 24 hours prior to the time of
the adjourned or postponed scheme meeting, provided that for purposes of
calculating the latest time by which forms of proxy must be received,
Saturdays, Sundays and South African public holidays will be excluded.
6. Aspen ordinary shareholders may not dematerialise or rematerialise their
existing Aspen ordinary shares after Friday, 17 June 2005.
Dematerialisation and rematerialisation will recommence after Monday, 27
June 2005.
4. CIRCULAR
A circular, which has been approved by the JSE, providing full information on
the Imithi transaction and the scheme and incorporating a notice in respect of
the general meeting and the scheme meeting will be posted to Aspen shareholders
today.
Woodmead
6 May 2005
Investment bank to Aspen
Investec Corporate Finance
Sponsor to Aspen
Investec Bank
Legal advisor to Aspen
Werksmans Inc.
Transaction advisor to Imithi
Andisa Capital
Legal advisor to Imithi
Bowman Gifillan Attorneys
Funder to Imithi
IDC
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Independent professional expert
EY Corporate Finance (Pty) Limited
Date: 06/05/2005 04:00:11 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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