Page 66

DIRECTORS’ Report continued

As at 30 June 2006, the direct and indirect interests of the directors in the shares of the company were:

Director AJ Aaron SB Saad MG Attridge CN Mortimer M Krok DM Nurek JF Buchanan NJ Dlamini P Dyani MR Bagus L Boyd

2006 46 2 700 2 700 47 3 317 — — — — — 7 8 817

Beneficial – number of shares (’000) Direct Indirect 2005 2006 2005 46 — — — 50 420 50 420 — 14 908 17 608 47 — — 3 317 5 759 5 759 19 19 — — 6 — — 1 316 1 316 — — — — — — 7 — — 3 436 72 428 75 103

Non-beneficial – number of shares (’000) Indirect 2006 2005 16 733 16 733 — — — — — — 11 249# 11 249# — — — — — — — — — — — — 16 733 16 733

# Included in shareholding held non-beneficially by AJ Aaron.

The register of interests of directors and others in the shares of the Company is available to members on request.

• 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.

No changes have taken place in interests of directors in the shares of the Company since 30 June 2006 up to the date of this report, save

This special resolution has been registered with the Registrar of

for the purchase of 3 000 shares by L Boyd on 29 August 2006.

Companies.

It is Group policy that employees who have access to price sensitive

No subsidiary companies have passed any special resolutions

information should not deal in shares or exercise share options of the

during the year under review.

Company for the periods from half year-end and year-end to 24 hours after publication of the half-year and year-end results.

Revocation of special resolutions Background and rationale

Post-balance sheet events

• At general meetings of shareholders of Aspen held on 15 January

Capital distribution

1999 and 23 June 1999, special resolutions were passed by

A capital distribution of 62 cents per share has been recommended

shareholders in terms of which the share premium account of

in terms of the general authority granted to directors at the annual

the Company was reduced by writing off intangible assets and

general meeting held on 26 October 2005. Details of the capital distribution are set out in note 32 to the financial statements.

goodwill against it; • At that point in time, no Generally Accepted Accounting Practice (“GAAP”) in relation to the treatment of intangible assets and

Manufacturing agreement with a subsidiary of

goodwill existed in South Africa. Consequently, there were a

Prestige Brands Inc.

number of methods of accounting for such assets. Aspen, as well

Aspen has concluded a long-term agreement with a subsidiary of

as a number of listed companies at the time, effected write-offs of

Prestige Brands Inc., a leading supplier of eye drops into the USA

intangible assets and goodwill as a reduction of capital, utilising

and Canadian markets, for the exclusive manufacture of its Clear

the share premium account.

Eyes and Murine brands in these territories. Supply will be from Aspen’s Sterile Facility.

• For the year ended 30 June 1999, Aspen’s share premium account was reduced as follows: – By an amount of R109 893 000 in terms of a special resolution

Special resolutions

passed in January 1999 and a court order granted in December

At the annual general meeting of Aspen shareholders convened on 26 October 2005, the following special resolution was passed by the Company:

1998 under Section 84 of the Companies Act; and – By an amount of R591 979 465,88 in terms of a special resolution passed in June 1999 under Section 83 of the Companies Act;

• A general authority was granted to Aspen and its subsidiaries

• The reduction in the share premium was brought about by a debit

to acquire up to 20% of the Company’s issued share capital

to the share premium account and a credit to the carrying value of

from time-to-time in terms of Section 85 (2) and 85 (3) of the

intangible assets and goodwill. No benefit was distributed to any

Companies Act No. 61 of 1973, as amended, and the JSE

shareholder as a result of the reduction in share premium;

Listings Requirements; and

62

Aspen Annual Report 2006

Profile for Aspen Holdings

Aspen Annual Report 2006  

Aspen Annual Report 2006