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APN - Aspen Pharmacare Holdings Limited - Changes in aspen`s Black Economic

Release Date: 07/06/2012 16:40
Code(s): APN
Wrap Text

APN - Aspen Pharmacare Holdings Limited - Changes in aspen`s Black Economic Empowerment ("BEE") shareholding Aspen Pharmacare Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1985/002935/06) Share code: APN & ISIN: ZAE000066692 ("Aspen") CHANGES IN ASPEN`S BLACK ECONOMIC EMPOWERMENT ("BEE") SHAREHOLDING 1. Introduction In May 2005, the shareholders of Aspen approved a scheme of arrangement to facilitate the acquisition of ordinary shares in Aspen ("Aspen Shares") by Imithi Investments (Proprietary) Limited ("Imithi"), the shareholders of which comprise a grouping of broadbased BEE entities (the "BEE Transaction"). The BEE Transaction was designed with the objective of ensuring that a meaningful portion of Aspen`s equity is owned by black people and that black people have a meaningful role in Aspen`s operations, management and development. Pursuant to the BEE Transaction, Imithi acquired 13 400 000 new Aspen Shares, representing 3.1% of the Aspen Shares currently in issue, and 17 600 000 new variable rate, voting, convertible, redeemable, cumulative A preference shares (the "Aspen Preference Shares"). Aspen is pleased that its commitment to BEE and the strategic relationship forged with Imithi has resulted in significant value creation for both parties. 2. Sale of Aspen Shares In order to facilitate the redemption of its funding obligations, Imithi has concluded a process of disposing of 9 839 276 Aspen Shares (the "Sale"), as allowed for in terms of the agreements governing the BEE Transaction. The proceeds of the Sale will be used by Imithi to redeem all of its outstanding preference share funding and to settle any transaction costs and taxes associated with the Sale. The Sale was conducted with the full knowledge and prior consent of the Aspen board of directors. 3. Conversion of the Aspen Preference Shares On 10 June 2012, the Aspen Preference Shares will convert into 17 600 000 new Aspen Shares. Aspen will apply for listing of the new Aspen Shares in Imithi`s name on the Main Board of the JSE Limited ("JSE"). It is expected that listing of the new Aspen Shares will take place on or shortly after 12 June 2012. 4. Remaining Aspen Shares Following the Sale and the conversion of the Aspen Preference Shares, Imithi will hold 21 160 724 Aspen Shares (the "Remaining Aspen Shares"), representing 4.65% of Aspen Shares in issue. The Remaining Aspen Shares are free from all debt and subject to a lockup on terms agreed between Imithi and Aspen until 10 June 2015. The BEE Transaction has created meaningful economic value for Imithi, enabling the repayment of all acquisition funding in relation to its Aspen Shares, and retaining a residual, unencumbered shareholding of 4.65% in Aspen. Aspen remains committed to driving transformation in ways that are sustainable, credible and of benefit to all its stakeholders and to the country as a whole. 5. Directors interest Dr NJ Dlamini, Aspen`s nonexecutive Chairman, has an indirect beneficial interest of 12% in Imithi. Durban 7 June 2012 Sponsor:Investec Bank Date: 07/06/2012 16:40:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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