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WIL: WILDERNESS HOLDINGS LIMITED - Posting of Circular, Salient Dates and Notice of General Meeting
08 Apr 2019

WIL: WILDERNESS HOLDINGS LIMITED - Posting of Circular, Salient Dates and Notice of General Meeting
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:

     o   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:

     o   Last day to trade in Shares on the BSE in order to be registered as           Tuesday, 23 July
         a Shareholder on the Closing Date:

     o   Suspension of listing of Shares at the commencement of trade on              Wednesday 24 July
         the JSE:

     o   Record date for determining Shareholders as at the Closing Date:               Friday, 26 July

     o   Closing Date:                                                                 Friday, 2 August

     o   Announcement regarding the results of the Offer to be released                Monday, 5 August
         on X-News and SENS:

     o   Announcement regarding the results of the Offer to be published              Tuesday, 6 August
         in the Botswana and South African press:

     o   Final payment of Offer Consideration to Offer Shareholders who            Wednesday, 14 August
         accept the Offer expected to be made on:

     o   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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