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WILDERNESS HOLDINGS LIMITED - Results of Offer

Release Date: 20/06/2019 16:30
Code(s): WIL     PDF:  
Wrap Text
Results of Offer

WILDERNESS HOLDINGS LIMITED
(Registration number 2004/2986)
(Registered as an external company in South Africa
Registration number 2009/022894/10)
ISIN: BW0000000868
Share code: WIL
(“Wilderness” or “the Company”)

AFRICAN WILDLIFE HOLDINGS PARTNERSHIP
(an en commandite partnership in Botswana)
(“AWH”)

RESULTS OF OFFER


1.           INTRODUCTION

             Shareholders of Wilderness (“Shareholders”) are referred to the circular (“Offer Circular”) to
             Shareholders in respect of (i) the offer (“Offer”) by AWH to acquire all of the issued ordinary shares in
             Wilderness (“Shares”) other than those Shares held by AWH, Mr Keith Vincent (AWH’s concert party)
             and The Rise Fund, invested through its affiliate being Wild Holdco Limited, at a price of BWP 6.25 per
             Share; and (ii) the delisting of the Company from the Main Board of the BSE and the Main Board of the
             JSE (“Delisting”).

             Shareholders are further referred to the finalisation announcement (“Finalisation Announcement”)
             released by the Company and AWH on X-News and SENS on 23 May 2019 in terms of which
             Shareholders were advised that, amongst other things, all of the conditions to implementation of the
             Offer had been fulfilled and that the Offer would remain open until 12:00 on Friday, 14 June 2019.

             Capitalised terms used and not separately defined in this announcement bear the same meaning as
             the capitalised and defined terms used in the Offer Circular.

2.           RESULTS OF THE OFFER

2.1          Shareholders are advised that the Offer closed at 12:00 on Friday, 14 June 2019 and that the results of
             the Offer are as follows:

2.1.1        AWH received acceptances of the Offer in respect of 70,846,348 Shares representing 29.7% of the
             total Shares in issue and 81.2% of the total number of issued Offer Shares; and 

2.1.2        assuming valid settlement of all outstanding trades:

2.1.2.1      the total interest in the securities of the Company held by AWH will increase to 131,137,348
             Shares, representing 55.1% of the total issued Shares;

2.1.2.2      the total interest in the securities of the Company held by public shareholders (as defined in the
             BSE Listings Requirements) will be approximately 16.5 million Shares, representing approximately
             6.9% of the total issued Shares; and

2.1.2.3      the Shareholding in the Company will be as follows:


                     Shareholder                                                              Total number of             % of issued Shares
                                                                                                  Shares held
                     AWH                                                                          131,137,348                           55.1

                     The Rise Fund                                                                 80,697,582                           33.9

                     Keith Vincent                                                                  9,884,701                            4.2

                     Botswana Public Officers Pension Fund                                         10,611,727                            4.5
                     Other minority shareholders*                                                   5,845,222                            2.5
                     Total                                                                        238,176,580                            100
                    * Shareholders holding less than 1,000,000 Shares each, representing approximately 0.4% of the total issued Shares.

3.           DELISTING OF WILDERNESS SHARES

3.1          As set out in the Finalisation Announcement, Shareholders are advised that the listing of the Shares on
             the main board of the BSE and JSE is expected to be terminated at commencement of trade on the
             BSE and the JSE on Wednesday, 3 July 2019.

3.2          As soon as practicable following the Delisting, the Company will issue new share certificates to
             evidence the shareholding of those Shareholders who remain Shareholders in the Company after the
             Delisting has been implemented.


4.           INDEPENDENT BOARD RESPONSIBILITY STATEMENT

             The Independent Board accepts responsibility for the information contained in this announcement which
             relates to Wilderness and confirms that, to the best of its knowledge and belief, such information which
             relates to Wilderness is true and this announcement does not omit anything likely to affect the importance
             of such information.
  
5.           AWH RESPONSIBILITY STATEMENT

             AWH accepts responsibility for the information contained in this announcement which relates to AWH
             and confirms that, to the best of its knowledge and belief, such information which relates to AWH is true
             and this announcement does not omit anything likely to affect the importance of such information.

Gaborone
20 June 2019

Legal Advisers to Wilderness and AWH                                                                            Independent Expert
Desai Law Group                                                                                              BDO Corporate Finance
Bowmans

Botswana Sponsoring Brokers to Wilderness                                                      South African Sponsor to Wilderness
Motswedi Securities                                                                                         Arbor Capital Sponsors

Date: 20/06/2019 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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