| (a) |
The acquisition of GSK’s prescription pharmaceutical sales,
marketing and distribution operations in South Africa and
the rights to promote, market, distribute and/or sell GSK
pharmaceutical products in South Africa by Aspen’s wholly
owned subsidiary, Pharmacare Ltd (“the South African
transaction”) (it is noted that GSK’s consumer healthcare
business in South Africa and its manufacturing activities in Cape
Town shall be unaffected by the South African transaction); |
| (b) |
The formation of a collaboration arrangement in relation to the
promotion, marketing, distribution and selling of prescription
pharmaceutical products in certain countries in sub-Saharan
Africa (“SSA”) detailed in the Framework Agreement
(excluding South Africa, Lesotho and Swaziland) between
Aspen’s wholly owned subsidiary, Pharmacare Ltd, and a GSK
Group company (“the SSA transaction”); |
| (c) |
The acquisition by a newly formed wholly owned
subsidiary of Aspen of GSK’s manufacturing business in Bad
Oldesloe, Germany, as a going concern (“the Bad Oldesloe
transaction”); |
| (d) |
The acquisition by Aspen’s wholly owned subsidiary,
Aspen Global a company in and incorporated under the
laws of Mauritius, of GSK’s worldwide business of registering,
formulating, packaging and commercialising eight specialist
pharmaceutical products (“the divested products”) detailed
in the Framework Agreement (including the transfer and
assignment by GSK to Aspen Global of the intellectual property
relating to the divested products) (“the divested products
transaction”). |
|
The transactions are subject to the fulfilment or waiver (where
relevant) of the following conditions precedent by no later than
20 November 2009 (or such other date as may be agreed by the
parties in writing):
- Approval of the transactions and the issue of the consideration
shares to GSK by the Exchange Control Department of the
South African Reserve Bank upon terms and conditions (if any)
reasonably acceptable to the parties.*
- The approval by the lenders (as defined in the term loan facility agreement between inter alia Aspen Global, Aspen, The Standard Bank of South Africa Ltd, Absa Bank Ltd and Nedbank Ltd, dated 26 September 2008) to the transactions and the issue of the consideration shares to GSK in accordance with the provisions of the term loan facility agreement, upon terms and conditions (if any) reasonably acceptable to the parties.*
- The JSE Ltd agreeing to list the consideration shares with effect
from the completion date, conditional only upon the fulfilment
or waiver (where relevant) of the other conditions precedent
and other usual and customary conditions required by the
JSE Ltd.*
- The approval of the competition authorities in Kenya, Namibia,
Tanzania, Zambia and Zimbabwe in relation to the SSA
transaction upon terms and conditions (if any) reasonably
acceptable to the parties or, if relevant, expiry of the
relevant waiting period(s).
- The approval of the South African competition authorities in
relation to the South African transaction and, to the extent
required, the divested products transaction, upon terms and
conditions (if any) reasonably acceptable to the parties.*
- The approval of the competition authorities in Kenya, Namibia,
Pakistan, Tanzania, Zambia and Zimbabwe in relation to the
divested products transaction upon terms and conditions (if
any) reasonably acceptable to the parties or, if relevant, expiry
of the relevant waiting period(s).
- In relation to the Bad Oldesloe transaction, the confirmation
from the relevant authority in a form reasonably satisfactory
to the parties that the Hertstellungserlaubnis under section 12
of the German Pharmaceutical Act required to operate the
Bad Oldesloe Facility will be granted to Aspen Newco*.
- The approval of the German competition authorities in relation
to the Bad Oldesloe transaction upon terms and conditions (if
any) reasonably acceptable to the parties or, if relevant, expiry
of the relevant waiting period.*
The effective date for the transaction is expected to be
30 November 2009.
* The conditions indicated have been fulfilled and it is expected that all remaining
conditions will be met prior to the final date agreed to between the parties.
Post-year-end event
No event which is material to the understanding of this report
has occurred between the year-end and the date of this report,
other than:
An explosion, induced by the combustion of dust particles,
occurred in the drying tower of the Nutritionals Facility on
18 August 2009. The explosion and resultant fire caused extensive
damage to this part of the production site. However, production
in the blending and packing areas remains uninterrupted. It is
expected that the drying tower will recommence production
before the end of the 2010 financial year. A contingency plan
utilising outsourced production has been implemented which
is designed to ensure continued supply of IMFs to the market.
Aspen is fully insured against damage and loss of profits arising
out of this incident.
Special resolutions
At the annual general meeting of Aspen shareholders convened
on 28 November 2008, the following special resolutions were
passed by the Company:
- A general authority was granted to Aspen and its subsidiaries to acquire up to 20% of the Company’s issued share capital from time-to-time (subject to the proviso that a subsidiary may not hold more than 10% of the Company’s issued share capital) in terms of section 85 (2) and 85 (3) of the Companies Act 1973, as amended, and JSE Ltd Listings Requirements. This general authority is valid until Aspen’s next annual general meeting, provided that it shall not extend beyond 15 months from the date of approval.
- The Board of Directors of the Company authorised, by way of a specific authority, to approve the purchase in terms of section 85 of the Companies Act of 1973, as amended, by Aspen of 38 931 499 treasury shares from Pharmacare Ltd, a wholly owned subsidiary of Aspen, at a price of R30,81 per share, being the closing share price for Aspen on JSE Ltd on 27 October 2008.
These special resolutions have been registered with the Registrar
of Companies.
No subsidiary companies passed any special resolutions during
the year under review.
Auditors
The Board of Directors recommend that PricewaterhouseCoopers
Inc., are re-appointed as auditors of the Company and the Group
in terms of the resolution to be proposed at the annual general
meeting in accordance with section 270 (2) of the Companies
Act, 1973.
Investments in subsidiaries, joint ventures and associates
The financial information in respect of the Group’s and the
Company’s interest in its subsidiaries, joint ventures and associates
are set out in note 4 to the Group financial statements, and in
note 3 of the Company financial statements.
Contracts
None of the directors and officers of the Company had an
interest in any contract of significance during the financial year,
save as disclosed in note 38 of the Group financial statements.
Borrowings
Borrowings at year-end (net of cash and cash equivalents)
amounted to R4 038,8 million (2008: R4 310,2 million including
the financial liability at amortised cost of R2 653,0 million).
The level of borrowings is authorised in terms of the Company’s
and its subsidiaries Articles of Association.
A detailed list of borrowings is set out in note 17 to the Group
financial statements. |
