| Fri 30 Mar 2001, 0:00 | | Aspen - Proposed Specific Repurchase Of Ordinary S |
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ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/002935/06)
("Aspen")
Proposed specific repurchase of ordinary shares
1. INTRODUCTION
Investec Bank Limited is authorised to announce that agreement has been reached
in terms of which Consolidated Rand Parts (Proprietary) Limited ("CRP") and
Eton Nominees (Proprietary) Limited ("Eton") have irrevocably committed to sell
and Aspen has irrevocably committed to purchase or to procure the purchase by
an Aspen subsidiary, subject to the fulfilment of the conditions precedent set
out in 2.5 ("the conditions"), 18 811 649 Aspen shares, being approximately
5,1% of the Aspen shares in issue ("the buy back shares") for a buy back
consideration of 400 cents per Aspen share.
In terms of the Listings Requirements of the JSE Securities Exchange South
Africa ("the JSE") and the Companies Act, 1973 (Act 61 of 1973), as amended,
the repurchase of the buy back shares by Aspen will constitute a specific
repurchase of ordinary shares ("the specific share buy back").
2. THE SPECIFIC SHARE BUY BACK
2.1 Terms of the specific share buy back
In terms of the specific share buy back and subject to the fulfilment of the
conditions precedent set out in 2.5, Aspen will purchase 18 811 649 Aspen
shares from CRP and Eton for a buy back consideration of 400 cents per Aspen
share, totalling R75 246 596. The buy back consideration of 400 cents per Aspen
share is a discount of approximately 3,6% to the closing Aspen share price of
415 cents on 29 March 2001, being the date prior to the publication of this
announcement on the Stock Exchange News Service.
Aspen will have the right to reduce the number of buy back shares and to
appoint a nominee to acquire the balance of the buy back shares not acquired by
Aspen.
2.2 Financial effects
The headline earnings per Aspen share for the six months ended 31 December 2000
were 21,6 cents. The net asset value per Aspen share at 31 December 2000 was
92,3 cents.
If the specific share buy back had been implemented on 1 July 2000, it would
not have had a material effect on the headline earnings per Aspen share for the
six months ended 31 December 2000.
If the specific share buy back had been implemented on 31 December 2000 and the
buy back shares are not cancelled, the net asset value per Aspen share at 31
December 2000 would have decreased by 18% from 92,3 cents to 75,7 cents.
2.3 Rationale for the specific share buy back
Although the specific share buy back will not have a material effect on the
headline earnings per Aspen share for the financial year ending 30 June 2001
the directors of Aspen are confident that thereafter the specific buy back will
have a beneficial effect on the headline earnings per Aspen share.
2.4 Funding of the specific share buy back
The specific share buy back will be financed out of Aspen's available cash
resources.
2.5 Conditions precedent
The specific share buy back is subject to the fulfilment of the following
conditions precedent on or before 31 May 2001:
- the approval of the specific share buy back by the JSE;
- approval by the requisite majority of Aspen shareholders in general meeting
of the special resolution necessary to implement the specific share buy back
("the Aspen general meeting"); and
- registration of the special resolution with the Registrar of Companies.
If the above conditions precedent are not fulfilled by 31 May 2001, Aspen will
be entitled to appoint a third party to acquire the buy back shares from CRP
and Eton, which will result in the buy back shares being acquired by the third
party on the first business day after 31 May 2001.
3. RELATED PARTY
Mr Martin Krok is a director of Aspen. CRP and Eton are nominees for a trust in
which Mr Martin Krok has a contingent beneficial interest ("Martin's Trust").
In terms of the JSE Listings Requirements, Martin's Trust is a related party to
Aspen in respect of the specific share buy back and accordingly, the Aspen
shares beneficially owned by it will not be taken into account in determining a
quorum at the Aspen general meeting and the votes attaching to those shares
will not be taken into account in determining the results of the voting at such
general meeting. A fair and reasonable opinion from an independent advisor will
be included in the circular to Aspen shareholders.
4. JSE LISTING
As the buy back shares will be repurchased by a subsidiary of Aspen and not by
Aspen itself, no application will be made for the termination of the listing of
the buy back shares.
5. DOCUMENTATION
A circular, which is subject to the approval of the JSE, containing full
details of the specific share buy back and convening the Aspen general meeting
at which the special resolution required to implement the specific share buy
back will be proposed, is in the course of preparation and will be posted to
Aspen shareholders in due course.
Durban
30 March 2001
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys
Werksmans Attorneys
Sponsor
Investec Securities Limited
Member of the JSE Securities Exchange South Africa
Registration No. 1972/008905/06
