Aspen Pharmacare Holdings Ltd - Scheme Of Arrangement

Aspen Pharmacare Holdings Ltd - 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")                                                                       
SCHEME OF ARRANGEMENT                                                           
Further to the announcement dated 7 June 2005, shareholders are advised that the
Order of Court sanctioning the scheme of arrangement ("the scheme") in terms of 
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, proposed by
Aspen between itself, Pharmacare Limited ("Pharmacare") and the shareholders of 
Aspen (other than Pharmacare, Ceppwawu Pharmaceuticals Investments (Pty)        
Limited, Ceppwawu Pharmaceuticals Investments 2 (Pty) Limited, Imithi           
Investments (Pty) Limited and the Industrial Development Corporation of South   
Africa Limited), was registered by the Registrar of Companies.  All conditions  
precedent have thus been fulfilled.                                             
The remaining salient dates and times pertaining to the scheme are set out      
below:                                                                          
Last day to trade Aspen ordinary shares on        Friday, 17 June 2005          
the JSE in order to be recorded in the                                          
register of Aspen shareholders to be                                            
eligible to participate in the scheme                                           
The latest date for Aspen shareholders to         Friday, 24 June 2005          
be recorded in the register of Aspen                                            
shareholders to be eligible to receive the                                      
scheme consideration ("consideration                                            
record date"):                                                                  
Operative date of the scheme, from the            Monday, 27 June 2005          
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.                                                                         
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.               
Sandton                                                                         
15 June 2005                                                                    
Investment bank to Aspen                                                        
Investec Bank Limited                                                           
Sponsor to Aspen                                                                
Investec Bank Limited                                                           
Transaction advisor to Imithi                                                   
Andisa Capital                                                                  
Legal advisor to Aspen                                                          
Werksmans Inc.                                                                  
Funder to Imithi                                                                
IDC                                                                             
Legal advisor to Imithi                                                         
Bowman Gilfillan Attorneys                                                      
Independent professional expert                                                 
EY Corporate Finance (Pty) Limited                                              
Reporting accountants and auditors                                              
PricewaterhouseCoopers Inc.                                                     
Date: 15/06/2005 05:18:05 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department