| Mon 30 May 2005, 17:30 | | Results Of The Aspen General And Scheme Meetings |
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Aspen - Results Of The Aspen General And Scheme Meetings
ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/002935/06)
Share code: APN ISIN: ZAE000023586
(`Aspen`)
RESULTS OF THE ASPEN GENERAL AND SCHEME MEETINGS
INTRODUCTION
Further to the announcement published on Friday, 6 May 2005, Investec Bank
Limited is authorised to announce that:
- at the general meeting held on Monday, 30 May 2005, the requisite majority
of Aspen shareholders, present and entitled to vote or represented by proxy,
approved the resolutions necessary to implement, inter alia, the specific issues
for cash of Aspen ordinary shares and Aspen preference shares to Imithi
Investments (Pty) Limited (`Imithi`) and the Industrial Development Corporation
of South Africa Limited (the `IDC`) pursuant to the introduction of additional
black share ownership in Aspen (`the Imithi transaction`); and
- at the scheme meeting held on Monday, 30 May 2005, 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 and the IDC was approved by the requisite
majority of scheme members; and
- application will be made to the High Court of South Africa (Witwatersrand
Local Division) (`the Court`) on Tuesday, 7 June 2005 at 10:00 or as soon
thereafter as Counsel may be heard for the sanctioning of the scheme. The Court
is located in the High Court Building, von Brandis Square, corner Pritchard and
von Brandis Streets, Johannesburg.
CONDITION PRECEDENT
If the Court sanctions the scheme, the only remaining condition precedent to the
Imithi transaction and the scheme will be the registration by the Registrar of
Companies of the Order of Court sanctioning the scheme.
CHAIRMAN`S REPORT
Copies of the Chairman`s report on the scheme meeting will be available on
request from Tuesday, 31 May 2005 during normal business hours from the
registered offices of Aspen, Building Number 8, Healthcare Park, Woodlands
Drive, Woodmead, Sandton or from the office of the transfer secretaries,
Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70
Marshall Street, Johannesburg.
FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court and
final salient dates and times of the Imithi transaction and the scheme will be
made to shareholders in due course.
Woodmead
30 May 2005
Investment bank to Aspen Sponsor to Aspen Legal advisor to
?(Investec Corporate FinanceU) ?(Investec BankU) Aspen
?(Werksmans Inc.U)
Transaction advisor to Imithi Legal advisor to Imithi Funder to Imithi
?(Andisa CapitalU) ?(Bowman Gifillan ?(IDCU)
AttorneysU)
Reporting accountants and Independent professional expert
auditors ?(EY Corporate Finance (Pty) LimitedU)
?(PricewaterhouseCoopers
Inc.U)
