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Shareholder Announcement - Related Party Transaction
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”)
SHAREHOLDER ANNOUNCEMENT: RELATED PARTY TRANSACTION
Okavango Wilderness Safaris (Proprietary) Limited (‘OWS’), a 100% owned subsidiary of
Wilderness Holdings Limited (‘Wilderness’), has entered into an agreement to sell the entire
issued share capital of Great Explorations (Proprietary) Limited (‘GE’) to Mountbatten
Limited (‘Mountbatten’), for a consideration of P16 800 000 (the ‘Transaction’). GE owns
and operates Xigera Camp in the Okavango delta.
Xigera Camp has performed below expectations in the preceding five years and requires
a substantial capital investment for refurbishment. It is the Wilderness board’s position that
the capital investment required will not be justified by the corresponding return on such
investment. The board further understands that Mountbatten is willing to inject the
required capital investment into the Camp. It is for this reason, together with a desire to
improve Wilderness’ balance of ‘land’ and ‘water’ camps, that the proposed Transaction
has been entered into.
Mountbatten is a 100% owned subsidiary of Wine Investments Limited (‘Wine’).
Mountbatten is considered to be a related party in view of the fact that (i) Gavin Tollman
is a member of both the board of directors of Wine and the board of directors of
Wilderness, and that (ii) until 11 July 2018, Wine owned approximately 33.97% of the share
capital of Wilderness.
An independent professional expert has considered the terms of the above proposed
transaction and provided an opinion to the Wilderness board confirming that the
proposed Transaction is fair and reasonable to the shareholders of Wilderness. A copy of
the opinion has been furnished to the Botswana Stock Exchange (‘BSE’) and is available
for inspection at Wilderness’s registered office. In terms of section 10.6 (a) of the BSE Listings
Requirements, shareholders of Wilderness will not be required to vote on the Transaction
and this announcement is therefore for information purposes only.
Shareholders are however advised that completion of the Transaction is subject to the
approval of the Competition Authority of Botswana.
31 July 2018
By order of the Board
Lu-Anne Alexander
Group Company Secretary
Sponsor
Arbor Capital Sponsors Proprietary Limited
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