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Posting of Circular, Salient Dates and Notice of General Meeting
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”)
POSTING OF OFFER CIRCULAR, SALIENT DATES AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1 Shareholders of Wilderness (Shareholders) are referred to the joint firm intention announcement (Firm
Intention Announcement) released on X-News and SENS on Tuesday, 19 March 2019 and published in
the South African press on Wednesday, 20 March 2019 and in the Botswana press on Thursday, 21 March
2019, in which Shareholders were advised of AWH’s firm intention to (i) make an offer (the Offer) to
acquire all of the issued ordinary shares in Wilderness (Wilderness Shares) other than those Wilderness
Shares held by AWH, Mr Keith Vincent (AWH’s concert party) and The Rise Fund, invested through its
affiliate being Wild Holdco Limited, a private company limited by shares incorporated in Mauritius, with
registration number 156317 (The Rise Fund) at a price of BWP 6.25 per Wilderness Share (such Wilderness
Shares, the Offer Shares); and (ii) delist the Company from the Main Board of the BSE and the Main
Board of the JSE (the Delisting).
1.2 Capitalised terms used but not defined in this announcement shall have the meaning ascribed to them
in the Firm Intention Announcement or, if not defined in that announcement, the meaning ascribed to
them in the Offer Circular (as defined below).
2. POSTING OF OFFER CIRCULAR TO WILDERNESS SHAREHOLDERS AND PUBLICATION OF OFFER CIRCULAR ON
WILDERNESS’ WEBSITE
2.1 Further to the Firm Intention Announcement, Shareholders are advised that AWH and the Company
have today, Monday, 8 April 2019:
2.1.1 posted to Shareholders registered as such on the posting record date stipulated below, the
circular to Shareholders in respect of the Offer and Delisting (the Offer Circular), including, inter
alia, a notice of general meeting for the purposes of approving the Delisting; and
2.1.2 published the Offer Circular on Wilderness’ website: http://www.wilderness-
group.com/investor_centre/investor_news/general.
3. NOTICE OF GENERAL MEETING
Notice is hereby given to the Shareholders that a General Meeting of the Shareholders will be held at
Deloitte House, Plot 64518, Fairgrounds Office Park, Gaborone, Botswana at 10:00 on Friday, 10 May
2019 to consider and if deemed fit, pass the Delisting Resolution, with or without modification, as set out
in the notice of General Meeting contained in the Offer Circular.
4. SALIENT DATES AND TIMES OF THE OFFER AND GENERAL MEETING
The salient dates and times relating to the Offer and General Meeting are set out below.
Firm Intention Announcement released on X-News and SENS: Tuesday, 19 March
Firm Intention Announcement published in the Botswana and South Wednesday, 20 March
African press:
Record date to be entitled to receive the Offer Circular: Friday, 29 March
Posting date of the Offer Circular to Shareholders and notice convening Monday, 8 April
General Meeting released on X-News and SENS:
This notice convening General Meeting published in the Botswana and Tuesday, 9 April
the South African press:
Opening Date of the Offer at 09:00: Tuesday, 9 April
Last day to trade in Shares on the BSE and the JSE in order to be Monday, 29 April
recorded on the Registers on the Voting Record Date:
Voting Record Date in respect of being eligible to vote at the General Friday, 3 May
Meeting:
Forms of proxy to be received by 10:00: Thursday, 9 May
General Meeting to be held at 10:00: Friday, 10 May
Results of General Meeting release on X-News and SENS: Monday, 13 May
Results of General Meeting published in the Botswana and South Tuesday, 14 May
African press:
Announcement regarding the fulfillment of Offer Condition as to Tuesday, 18 June
acceptances of the Offer made before 16:30:
Finalisation announcement released on X-News and SENS on receipt of Wednesday, 17 July
approval from the Competition Authorities and confirmation of Offer
becoming unconditional expected to occur by 11:00 on:
Finalisation announcement regarding unconditionality of the Offer Thursday, 18 July
expected to be published in the Botswana and South African press:
Assuming the Offer becomes unconditional in all respects on 17 July
2019:
• Date for calculation of the rate for the conversion of aggregate Thursday, 18 July
cash proceeds due to Offer Shareholders whose Shares are
registered on the JSE Register from BWP to ZAR:
• Last day to trade in Shares on the BSE in order to be registered as Tuesday, 23 July
a Shareholder on the Closing Date:
• Suspension of listing of Shares at the commencement of trade on Wednesday 24 July
the JSE:
• Record date for determining Shareholders as at the Closing Date: Friday, 26 July
• Closing Date: Friday, 2 August
• Announcement regarding the results of the Offer to be released Monday, 5 August
on X-News and SENS:
• Announcement regarding the results of the Offer to be published Tuesday, 6 August
in the Botswana and South African press:
• Final payment of Offer Consideration to Offer Shareholders who Wednesday, 14 August
accept the Offer expected to be made on:
• Expected termination of listing of Shares on the BSE and the J Tuesday, 20 August
commencement 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 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.
6. 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
8 April 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: 08/04/2019 02:14:00 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.
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