SCHARRIGHUISEN HOLDINGS LIMITED
REGISTRATION NUMBER 69/08588/06
("SCHARIG")
ARGENT INDUSTRIAL LIMITED
REGISTRATION NUMBER 93/02054/06
("ARGENT" OR "THE COMPANY")
SCHARRIG MINING LIMITED
REGISTRATION NUMBER 92/01973/06
("SCHAMIN")
THE PROPOSED UNBUNDLING OF SCHARRIGHUISEN HOLDINGS LIMITED.
INTRODUCTION
1.1 MANHATTAN EQUITY IS AUTHORISED TO ADVISE THAT THE DIRECTORS OF SCHARIG WISH
TO UNBUNDLE SCHARIG'S ENTIRE HOLDINGS IN ARGENT AND SCHAMIN AND DISTRIBUTE
APPROXIMATELY R3 MILLION IN CASH TO SCHARIG SHAREHOLDERS ("THE UNBUNDLING")
1.2 SCHARIG CURRENTLY OWNS 26 247 361 ORDINARY SHARES IN ARGENT, WHICH
REPRESENTS APPROXIMATELY 66.8% SHAREHOLDING IN ARGENT, AND 85 428 054 ORDINARY
SHARES IN SCHAMIN, WHICH REPRESENTS APPROXIMATELY 61.5% SHAREHOLDING IN SCHAMIN
1.3 WHERE A SCHARIG SHAREHOLDER HELD 100 SCHARIG SHARES BEFORE THE PROPOSED
UNBUNDLING, HE WILL HOLD APPROXIMATELY 80,1191 ARGENT SHARES AND 260,7658
SCHAMIN SHARES AND APPROXIMATELY 900 CENTS CASH AFTER THE UNBUNDLING.
2. RATIONALE FOR THE UNBUNDLING
THE MAIN REASONS FOR THE UNBUNDLING INCLUDE THE FOLLOWING:
2.1 IT ELIMINATES SCHARIG AS A LISTED PYRAMID COMPANY, AS WELL AS UNNECESSARY
JOHANNESBURG STOCK EXCHANGE LISTING AND ADMINISTRATIVE COSTS;
2.2 IT HAS THE EFFECT OF UNLOCKING VALUE TO SCHARIG SHAREHOLDERS AS SCHARIG HAS
HISTORICALLY TRADED AT A SIGNIFICANT DISCOUNT TO THE VALUE OF ITS UNDERLYING
ASSETS; AND
2.3 IT AFFORDS SCHARIG SHAREHOLDERS THE OPPORTUNITY TO HOLD DIRECTLY ARGENT AND
SCHAMIN SHARES WHICH WILL HAVE A HIGHER DEGREE OF LIQUIDITY AND NEGOTIABILITY.
3. CONDITIONS PRECEDENT
THE UNBUNDLING IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS
PRECEDENT:
3.1 THE APPROVAL OF SCHARIG SHAREHOLDERS IN GENERAL MEETING AND REGISTRATION OF
THE REQUISITE SPECIAL RESOLUTIONS BY THE REGISTRAR OF COMPANIES; AND
3.2 THE REQUISITE APPROVALS FROM THE SOUTH AFRICAN REVENUE SERVICE, THE
EXCHANGE CONTROL DEPARTMENT OF THE SOUTH AFRICAN RESERVE BANK, THE JOHANNESBURG
STOCK EXCHANGE AND OTHER REGULATORY BODIES AS APPROPRIATE.
4. FINANCIAL EFFECTS OF THE UNBUNDLING
EFFECT ON EARNINGS AND NET ASSET VALUE
SUBSEQUENT TO THE UNBUNDLING SCHARIG SHAREHOLDERS WILL HOLD THE ARGENT AND
SCHAMIN SHARES DIRECTLY. THE UNBUNDLING WILL THEREFORE HAVE NO MATERIAL
FINANCIAL EFFECT ON SHAREHOLDERS.
5. SALIENT DATES OF THE UNBUNDLING
CIRCULAR TO SCHARIG SHAREHOLDERS MAILED ON TUESDAY, 17 OCTOBER 2000
GENERAL MEETING OF SCHARIG SHAREHOLDERS TO BE HELD AT 10:00 WEDNESDAY, 8
NOVEMBER 2000
RESULTS OF SCHARIG GENERAL MEETING ANNOUNCED IN THE PRESS ON FRIDAY, 10
NOVEMBER 2000
LAST DAY TO REGISTER FOR THE UNBUNDLING FRIDAY, 10 NOVEMBER 2000
SCHARIG'S LISTING SUSPENDED AT THE CLOSE OF BUSINESS ON FRIDAY, 10 NOVEMBER 200
NEW ARGENT AND SCHAMIN SHARE CERTIFICATES POSTED TO
SCHARIG SHAREHOLDERS FROM MONDAY, 13 NOVEMBER 2000
CHEQUES IN RESPECT OF THE CASH DISTRIBUTION AND FRACTIONAL
ENTITLEMENT POSTED TO SHAREHOLDERS FROM TUESDAY, 14 NOVEMBER 2000
SCHARIG'S LISTING TERMINATED AT CLOSE OF BUSINESS FRIDAY, 17 NOVEMBER 2000
6. OPINION AND RECOMMENDATION
THE DIRECTORS OF SCHARIG ARE OF THE OPINION THAT THE TERMS AND CONDITIONS OF
THE DISTRIBUTION ARE FAIR AND REASONABLE AND THAT THE UNBUNDLING WILL BE TO THE
LONG TERM BENEFIT OF THE COMPANY AND ITS SHAREHOLDERS, AND RECOMMEND THAT
SCHARIG SHAREHOLDERS VOTE IN FAVOUR OF THE SPECIAL RESOLUTIONS NECESSARY TO
IMPLEMENT THE PROPOSED UNBUNDLING.
THE DIRECTORS OF SCHARIG WHO HAVE DIRECT INTERESTS IN THE ISSUED SHARE CAPITAL
OF SCHARIG SUPPORT THE UNBUNDLING AND INTEND TO VOTE IN FAVOUR OF THE
UNBUNDLING IN RESPECT OF THEIR DIRECT SHAREHOLDING IN SCHARIG.
7. DOCUMENTATION
A CIRCULAR CONTAINING, INTER ALIA, FULL DETAILS OF THE PROPOSED UNBUNDLING AND
INCORPORATING A NOTICE CONVENING THE GENERAL MEETING, WILL BE POSTED TO
SCHARIG, ARGENT AND SCHAMIN SHAREHOLDERS TODAY.
BOKSBURG
16 OCTOBER 2000
CORPORATE ADVISERS
MANHATTAN EQUITY
ATTORNEY
ROSSOUWS
AUDITOR
ETCHELLS LEE OOSTHUIZEN INC
CORRESPONDENT OF DELLOITE AND TOUCHE
SPONSORING BROKER
INDEPENDENT SECURITIES (PROPRIETARY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
(REGISTRATION NUMBER 98/01650/07)