Wrap Text
Finalisation Announcement
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”)
FINALISATION ANNOUNCEMENT
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. OFFER HAS BECOME WHOLLY UNCONDITIONAL
2.1 Shareholders are advised that all of the conditions to implementation of the Offer have now been
fulfilled as follows:
2.1.1 as already communicated to Shareholders, the Delisting Resolution was approved by the requisite
majority of Voting Shareholders at the General Meeting held on 10 May 2019, as required by
paragraph 6.1.1 of the Offer Circular;
2.1.2 the Company and AWH have now also received all approvals and consents necessary to
implement the Offer and the Delisting, including the approval of all relevant Competition
Authorities, as required by paragraph 6.1.2 of the Offer Circular; and
2.1.3 as at the date of this announcement, AWH has been advised that the Offer has been accepted
by Offer Shareholders holding such number of Offer Shares as will result in AWH beneficially holding
no less than 35.1% of the entire issued share capital of Wilderness. Accordingly, the Offer Condition
set out in paragraph 6.1.3 of the Offer Circular has also been satisfied.
2.2 In light of the above, AWH and the Independent Board of Wilderness are pleased to announce that
all Offer Conditions have been fulfilled and the Offer is now wholly unconditional and the Offer and
Delisting will be implemented in accordance with the updated salient dates and times set out in
paragraph 4 below.
3. ACTION REQUIRED TO BE TAKEN BY SHAREHOLDERS
3.1 Shareholders who wish to accept the Offer and have not yet done so are accordingly encouraged
to urgently take the necessary steps before the updated Closing Date, being 12:00 on Friday, 14 June
2019. Shareholders who do not accept the Offer by this date will remain as Shareholders in Wilderness
after it is delisted, with the tradability of their Shares accordingly being limited.
3.2 Full details of procedures to accept the Offer are set out in paragraph 13 of the Offer Circular, and
different procedures apply for Shareholders with Shares registered on the BSE Register as compared
to Shareholders with Shares registered on the JSE Register. A summary of those procedures is set out
in paragraphs 3.3 and 3.4 below.
3.3 Procedure for acceptance of the Offer in relation to Shareholders with Shares registered on the BSE
Register
3.3.1 Omnibus Shareholders
If you are an Omnibus Shareholder (that is, a Shareholder whose Shares have been dematerialised
by the BSE and are held by the Company in trust in the Company’s Omnibus Account), and wish
to accept the Offer, you are first required to open a central securities account through a registered
stockbroker or custodian bank prior to being entitled to do so. Once you have opened a central
securities account you may then proceed to accept the Offer as set out in paragraph 3.3.2 below.
3.3.2 Offer Shareholders with Shares registered on the BSE Register
Shareholders with Shares registered on the BSE Register who are not Omnibus Shareholders must
complete the BSE Form of Acceptance and Transfer (blue) attached to the Offer Circular in
accordance with its instructions and forward it to the Transfer Secretaries in Botswana as soon as
possible, but in any event by no later than 12:00 on the Closing Date (Offer Shareholders who have
queries in this regard can contact the Transfer Secretaries in Botswana on +267 393 22 44). The BSE
Form of Acceptance and Transfer (blue) may be delivered by hand, email or sent by mail to the
following addresses:
If delivered by hand If sent by mail If sent by email
Transaction Management PO Box 1583
Services (Proprietary) Limited AAD contactus@corpservebotswana.com
t/a Corpserve Botswana Gaborone, Botswana
Unit 206, 2nd Floor
Plot 64516
Showgrounds Close
Fairgrounds Office Park
Gaborone, Botswana
3.4 Procedure for acceptance of the Offer in relation to Shareholders with Shares registered on the JSE
Register:
3.4.1 Certificated Shareholders who are Offer Shareholders with Shares registered on the JSE Register
Certificated Shareholders whose Shares are registered on the JSE Register must complete the JSE
Form of Acceptance, Surrender and Transfer (pink) attached to the Offer Circular in accordance
with its instructions and forward it to the Transfer Secretaries in South Africa as soon as possible, but
in any event by no later than 12:00 on the Closing Date. The JSE Form of Acceptance, Surrender
and Transfer (pink) may be delivered by hand or sent by registered mail to the South African
Transfer Secretaries as follows:
If delivered by hand If sent by mail
Computershare Investor PO Box 61051
Services Marshalltown, 2107
Proprietary Limited South Africa
Rosebank Towers
15 Biermann Avenue
Rosebank
Johannesburg, 2196
South Africa
3.4.2 Dematerialised Shareholders who are Offer Shareholders with Shares registered on the JSE Register
Dematerialised Shareholders whose Shares are registered on the JSE Register must contact and
furnish their CSD or broker with instructions in relation to the acceptance of the Offer. These
instructions must be provided as soon as possible, but in any event prior to the cut-off date and
time advised by the CSD or broker in terms of the custody agreement between it and the
Shareholder. The CSD or broker must communicate the Shareholder’s acceptance of the Offer to
the South African Transfer Secretaries by not later than 12:00 on the Closing Date.
4. SALIENT DATES AND TIMES OF THE OFFER.
The process of obtaining the various approvals and consents necessary to implement the Offer and
Delisting has been completed in a shorter period than initially anticipated, which has impacted on the
timetable for implementation of the Offer and Delisting. Amongst other things, this has resulted in an
earlier Closing Date than initially anticipated. The updated salient dates and times relating to the Offer
are set out below.
2019
This finalisation announcement released on X-News and SENS: Thursday, 23 May
This finalisation announcement to be published in the Botswana and South African Friday, 24 May
press:
Date for calculation of the rate for the conversion of aggregate cash proceeds due to Friday, 24 May
Offer Shareholders whose Shares are registered on the JSE Register from BWP to ZAR:
Announcement of the rate for the conversion of aggregate cash proceeds due to Offer Monday, 27 May
Shareholders whose Shares are registered on the JSE Register from BWP to ZAR:
Last day to trade in Shares on the BSE and JSE in order to be registered as a Tuesday, 4 June
Shareholder on the Record Date:
Suspension of listing of Shares at the commencement of trade on the JSE: Wednesday, 5 June
Record date for determining Shareholders as at the Closing Date: Friday, 7 June
Closing Date: Friday, 14 June
Announcement regarding the results of the Offer to be released on X-News and SENS: Tuesday, 18 June
Announcement regarding the results of the Offer to be published in the Botswana Wednesday, 19 June
and South African press:
Final payment of Offer Consideration to Offer Shareholders who accept the Offer Tuesday, 25 June
expected to be made on:
Expected termination of listing of Shares on the BSE and the JSE at commencement Wednesday, 3 July
of trade on the BSE and the JSE:
Notes:
1. The dates and times set out in this announcement are indicative only and subject to change, subject to
the provisions and requirements of the Takeover Regulations, the BSE Listings Requirements and the JSE
Listings Requirements, where applicable.
2. AWH reserves the right to extend the Offer as envisaged by Regulation 103 of the Takeover Regulations,
subject to the provisions and requirements of the Takeover Regulations.
3. All times given in this announcement are local times in Botswana. In order to ensure simultaneous
distribution of information under the BSE and the JSE news services, any announcement required to be
made under the JSE’s SENS shall be made simultaneously with any announcement under the BSE’s X-
News.
4. Shares may not be dematerialised, rematerialised or transferred between Registers from the Business Day
following last day to trade in respect of the Offer as set out above.
5. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this finalisation
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 finalisation announcement does not omit anything
likely to affect the importance of such information.
6. AWH RESPONSIBILITY STATEMENT
AWH accepts responsibility for the information contained in this finalisation 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 finalisation announcement does not omit anything likely to affect the importance of such
information.
Gaborone
23 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
Date: 23/05/2019 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
