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WIL: WILDERNESS HOLDINGS LIMITED - Joint Announcement of a Firm Intention by AWH to make an offer to acquire shares in WIL and to Delist WIL
19 Mar 2019

WIL: WILDERNESS HOLDINGS LIMITED - Joint Announcement of a Firm Intention by AWH to make an offer to acquire shares in WIL and to Delist WIL
Joint Announcement of a Firm Intention by AWH to make an offer to acquire shares in WIL and to Delist WIL

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")


JOINT ANNOUNCEMENT OF A FIRM INTENTION BY AFRICAN WILDLIFE HOLDINGS PARTNERSHIP TO MAKE AN OFFER
TO ACQUIRE SHARES IN WILDERNESS AND TO DELIST WILDERNESS


1.     INTRODUCTION
1.1    AWH and the board of directors of Wilderness are pleased to announce the terms and conditions of an
       offer to be made by AWH to acquire all of the issued ordinary shares in Wilderness (Wilderness Shares)
       other than those Wilderness Shares held by the shareholders identified in paragraph 3.1.1 below.
1.2    The offer will be effected by way of a general offer by AWH to registered holders of Wilderness Shares
       (Wilderness Shareholders), other than the Wilderness Shareholders identified in paragraph 3.1.1 below,
       as contemplated by the Botswana Stock Exchange (BSE) Listings Requirements (read together with the
       relevant provisions of Chapter 5 of the South African Companies Act, 2008 (SA Companies Act) and
       regulations thereunder (the Takeover Regulations), the application of which has been authorised by
       the BSE (collectively, the Takeover Rules)).
1.3    Pursuant to implementation of the offer referred to above, and subject to the passing of the Delisting
       Resolution (as defined in paragraph 5.2.2 below), an application will be made to the BSE and the
       Johannesburg Stock Exchange (the JSE) for the termination of the listing of all of the Wilderness Shares
       from the Main Board of each of the BSE and the JSE.
1.4    The purpose of this announcement is to advise Wilderness Shareholders of the terms and conditions of
       the offer referred to above in compliance with Regulation 101 of the Takeover Regulations.

2.     INFORMATION ABOUT AWH
       AWH is an en commandite partnership established by African Wildlife Holdings Limited, an affiliate of FS
       Investors (a private investment entity based in the United States of America), Mr Keith Norman William
       Vincent (Mr Vincent) and Cork Bush Proprietary Limited (as the general partner).

3.     TERMS OF THE OFFER
3.1    Mechanics
       3.1.1  AWH will make a general offer (the Offer) to acquire all of the issued Wilderness Shares other
              than those beneficially owned by:
              3.1.1.1 AWH,
              3.1.1.2 Mr Vincent, AWH´s concert party; and
              3.1.1.3 The Rise Fund, invested in Wilderness through its affiliate, Wild Holdco Limited, a private
                      company limited by shares incorporated in Mauritius, with registration number 156317
                      (The Rise Fund). The Rise Fund (which is the world´s largest global fund committed to
                      achieving measurable, positive social and environmental outcomes alongside
                      competitive financial returns, and which is managed by TPG Growth, the global growth
                      equity and middle market buyout platform of alternative asset firm TPG) has a separate
                      strategic investment in Wilderness and has therefore given an irrevocable undertaking
                      to not tender its Wilderness Shares under, and be excluded from, the Offer as further
                      detailed in paragraph 9.1 below.
       3.1.2  Wilderness Shareholders, other than AWH, Mr Vincent and The Rise Fund are referred to
              hereinafter as the Offer Shareholders and the Wilderness Shares held by them are referred to as
              the Offer Shares.
       3.1.3  Offer Shareholders shall be entitled to accept the Offer in respect of some or all of their Offer
              Shares.
       3.1.4  The Offer will be subject to the fulfilment of the conditions set out in paragraph 5 below.
       3.1.5  If the Offer is implemented, following the approval of the Delisting Resolution (as referred to in
              paragraph 5.2.2 below), only the Offer Shareholders who have accepted the Offer will sell their
              Offer Shares to AWH for the Offer Consideration (as referred to in paragraph 3.2.1 below). Those
              Offer Shareholders who do not accept the Offer will remain shareholders in Wilderness, which
              will become an unlisted affiliate of AWH.

3.2    Offer  Consideration
       3.2.1  AWH shall offer to acquire all the Offer Shares from the Offer Shareholders for a cash offer
              consideration of BWP6.25 per Offer Share (the Offer Consideration).
       3.2.2  While the Offer Consideration is priced in Botswana Pula, Offer Shareholders who are registered
              on the securities register of Wilderness, whose Wilderness Shares trade on the JSE, will receive
              the Offer Consideration in South African Rand.

4.    RATIONALE FOR THE OFFER AND THE DELISTING
4.1   Offer Shareholders are offered an opportunity to realise their investment in Wilderness, particularly
      considering the limited tradability of the Wilderness Shares, through an exit at a 45% premium to the
      30 trading day volume weighted average price across both the JSE and the BSE for the period from
      4 February 2019 to 15 March 2019, being the last practicable trading day prior to the publication of this
      Firm Intention Announcement.
4.2   AWH and the board of directors of Wilderness have considered a number of factors regarding the
      continued listing of Wilderness, including, amongst other things, the following:
      4.2.1   the on-going cost of retaining Wilderness´ listing on the BSE and the JSE;
      4.2.2   the limited trading liquidity of the Wilderness Shares (since 1 February 2019, 180 Wilderness
              Shares have traded on the BSE and approximately 43,000 Wilderness Shares have traded on
              the JSE); and
      4.2.3   the fact that the purchase of the Offer Shares represents a block purchase of a minority position,
              which would normally occur at a meaningful discount to the market price.
4.3   Having considered the above factors, the board of directors of Wilderness is in favour of the termination
      of Wilderness´ listing on the Main Board of the (i) BSE in terms of section 14.1 of the BSE equity listings
      requirements and (ii) JSE in terms of section 1.15(a) of the JSE listings requirements (the Delisting) and
      accordingly the Independent Board (as defined below) has resolved to recommend the Offer and the
      Delisting that it contemplates, subject to the fulfilment of the Offer Conditions.

5.    OFFER CONDITIONS
5.1   The posting of the combined Offer circular (Combined Offer Circular) to Wilderness Shareholders will be
      subject to all requisite regulatory approvals having been obtained from the BSE and the JSE for the
      posting of the Combined Offer Circular;
5.2   The Offer and implementation thereof will be subject to the fulfilment or waiver (as applicable) of the
      conditions (Offer Conditions) that:
      5.2.1   by no later than 31 July 2019, receipt of all approvals and consents as may be necessary to
              implement the Offer and the Delisting, including from the BSE, the JSE and the following
              competition authorities:
              5.2.1.1 the Botswana Competition Authority and/or the Botswana Competition Commission,
                      being the regulatory authorities established in terms of the Competition Act, [Cap
                      46:09];
              5.2.1.2 the Common Market for Eastern and Southern Africa (COMESA) competition
                      authorities;
              5.2.1.3 Competition Commission, the Competition Tribunal and/or the Competition Appeal
                      Court of South Africa, being the regulatory and/or judicial authorities established in
                      terms of the Competition Act 89 of 1998;
              5.2.1.4 the Namibian Competition Commission, being the regulatory authority established in
                      terms of the Competition Act 2 of 2003; and
              5.2.1.5 Competition Authority of Kenya, being the regulatory authority established in terms of
                      the Competition Act 12 of 2010,
              which approvals and consents shall either be unconditional or subject to conditions reasonably
              acceptable to AWH;
      5.2.2   by no later than 31 May 2019, a requisite majority of Wilderness Shareholders approve, at the
              general meeting, a resolution for the termination of Wilderness´ listing on the Main Board of the
              BSE and the JSE (the Delisting Resolution); and
      5.2.3   by no later than 31 July 2019, the Offer is 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.
5.3   AWH may, in its sole discretion and to the extent permitted by the BSE and/or the JSE, extend the time
      period within which each of the conditions set out in paragraph 5.2 are to be fulfilled by providing
      Wilderness with written notice thereof.

6.    TERMINATION OF THE OFFER
      The Offer shall terminate and cease only as follows:
6.1   if any Offer Condition, which may be waived by AWH, becomes incapable of fulfilment, and AWH
      notifies Wilderness in writing that it will not waive that Offer Condition;
6.2   if all the Offer Conditions have not been fulfilled or waived on or by the date specified for fulfilment (as
      extended in terms of paragraph 5.3, if applicable); or
6.3   upon written notice by AWH to Wilderness that it has resolved to terminate and cease the Offer in
      consequence of a material adverse change (as will be more fully described in the Combined Offer
      Circular) having occurred.

7.    TERMINATION OF LISTING
      If the Offer is implemented and the Delisting Resolution is passed, application will be made to the BSE
      and the JSE to terminate the listing of all of the Wilderness Shares from the Main Board of the BSE and
      the Main Board of the JSE.

8.    SHAREHOLDING IN WILDERNESS
8.1   AWH currently holds 60,291,000 Wilderness Shares constituting approximately 25.31% all of the issued
      Wilderness Shares.
8.2   AWH´s concert party, Mr Vincent currently holds 9,884,701 Wilderness Shares constituting approximately
      4.15% all of the issued Wilderness Shares.

9.    IRREVOCABLE UNDERTAKINGS
9.1   As mentioned above, AWH has received an irrevocable undertaking from The Rise Fund, which holds
      approximately 33.88% of the issued Wilderness Shares, to vote in favour of the Delisting Resolution, to not
      tender its Shares in terms of the Offer, and to be excluded from the Offer.
9.2   In addition, AWH has received an irrevocable undertaking from Mr Vincent, who holds approximately
      4.15% of the issued Wilderness Shares, to vote in favour of the Delisting Resolution and to not tender his
      Wilderness Shares in terms of the Offer.
9.3   AWH has also received the following irrevocable undertakings from, or on behalf of, the following Offer
      Shareholders, who collectively hold approximately 23.87% of the issued Offer Shares, to vote in favour
      of the Delisting Resolution:

      Shareholder                                         Number of                            Percentage of
                                                  Wilderness Shares                             Offer Shares
      B.T. Friedman                                       9,973,810                                   11.42%
      Malcolm McCulloch                                  10,063,593                                   11.53%
      The Mole Trust (an                                    800,000                                    0.92%
      associate of Malcolm
      McCulloch)
      Total                                              20,837,403                                   23.87%

10.   INDEPENDENT BOARD
10.1  In accordance with Regulation 108 of the Takeover Regulations, Wilderness has constituted an
      independent board of directors of Wilderness, being those directors of Wilderness who act
      independently as contemplated by the Takeover Regulations (Independent Board), to consider the
      terms and conditions, and the merits, of the Offer.
10.2  The Independent Board comprises Marcus ter Haar, John Hunt and Peter William John Backwell (who
      was appointed by the board of directors of Wilderness as a member of the Independent Board in terms
      of Regulation 81 and 108(9) of the Takeover Regulations).
10.3  The Independent Board has appointed BDO Corporate Finance Proprietary Limited (BDO) as the
      independent expert to provide it with external advice in connection with the Offer, in the form of the
      fair and reasonable opinion as required by and in compliance with the Takeover Regulations and the
      BSE equity listings requirements, and the fairness opinion as required by and in compliance with the JSE
      listings requirements.
10.4  BDO has considered the terms and conditions of the Offer and has expressed the view that the Offer is
      fair and reasonable to the Offer Shareholders.
10.5  The full substance of BDO´s external advice in connection with the Offer will be more fully set out in the
      Combined Offer Circular.
10.6  The Independent Board, having considered the terms of the Offer and the views of BDO, as the
      independent expert, is of the view the Offer is fair and reasonable to the Offer Shareholders.
      Accordingly, the Independent Board recommends to (i) the Offer Shareholders to accept the Offer;
      and (ii) the Wilderness Shareholders, who are entitled to vote, to vote in favour of the Delisting Resolution.

11.   CASH CONFIRMATION
      In accordance with section 14.1 of the BSE Listings Requirements and Regulation 111(4) and 111(5) of
      the Takeover Regulations, AWH has delivered to the BSE an irrevocable bank guarantee issued by
      Stanbic Bank Botswana Limited, which confirms that AWH has sufficient cash resources and/or facilities
      at its disposal to satisfy payment of the Offer Consideration in full.

12.   POSTING OF THE COMBINED OFFER CIRCULAR
      Full details of the Offer as well as the independent expert´s opinion and the recommendation of the
      Independent Board will be included in the Combined Offer Circular which will contain, inter alia, the
      terms of the Offer, pertinent dates relating to the Offer and a form of acceptance, surrender and
      transfer for use by certificated Offer Shareholders. The Combined Offer Circular is expected to be
      distributed to Wilderness Shareholders on or about 1 April 2019.

13.   INDEPENDENT BOARD RESPONSIBILITY STATEMENT
      The Independent Board accepts responsibility for the information contained in this firm intention
      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 firm intention announcement does not omit
      anything likely to affect the importance of such information.

14.   AWH RESPONSIBILITY STATEMENT
      AWH accepts responsibility for the information contained in this firm intention 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 firm intention announcement does not omit anything likely to affect the
      importance of such information.

Gaborone
19 March 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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