WILDERNESS HOLDINGS LIMITED - Announcement of rate for conversion of the offer consideration due to shareholders with shares registered on the JSE

Announcement of rate for conversion of the offer consideration due to shareholders with shares registered on the JSE

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”)


ANNOUNCEMENT OF THE RATE FOR THE CONVERSION OF THE OFFER CONSIDERATION DUE TO SHAREHOLDERS WITH
SHARES REGISTERED ON THE JSE


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”).

           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.      RATE FOR THE CONVERSION OF THE OFFER CONSIDERATION DUE TO SHAREHOLDERS WITH SHARES REGISTERED ON
        THE JSE

           Shareholders are referred to the provisions of paragraph 5.3 of the Offer Circular, which states that AWH shall
           convert the aggregate cash proceeds due to Offer Shareholders whose Shares are registered on the JSE
           Register in terms of the Offer into ZAR at the mid-price between the ‘Bank Buying “Foreign Notes” ZAR/BWP’
           rate and the ‘Bank Selling “Foreign Notes” ZAR/BWP’ rate, each as quoted by The Standard Bank of South
           Africa in its Forex Closing Indication Rates at 4.00 pm CET on the Business Day following the date on which
           the Offer is announced as being unconditional in all respects. The relevant date for such determination was
           accordingly Friday, 24 May 2019.

           Shareholders are advised that the applicable rate of exchange determined by AWH in accordance with
           paragraph 2.1 above is BWP0.7467 per ZAR1. Accordingly, the Offer Consideration payable to Shareholders
           whose Shares are registered on the JSE Register and who accept the Offer is ZAR8.37 per Share.

3.      INDEPENDENT BOARD RESPONSIBILITY STATEMENT

        The Independent Board accepts responsibility for the information contained in this announcement which relate
        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.

4.      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
27 May 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

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