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SCHARIG / ARGENT / SCHAMIN - THE PROPOSED UNBUNDLING

Release Date: 16/10/2000 16:33
Code(s): SCG ART SCN
Wrap Text
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)

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