| Thu 28 Oct 2010, 15:00 | | WIL - Wilderness - Abridged Circular To Wilderness Shareholders Relating to the |
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WIL
WIL
WIL - Wilderness - Abridged Circular To Wilderness Shareholders Relating to the
Disposal Of North Island Company Limited by Norisco Holdings S.A., An Ultimate
Associated Company of Wilderness Holdings Limited And Withdrawal of Cautionary
Announcement
Wilderness Holdings Limited
(Incorporated in Botswana on 23 February 2004)
(Registration number 2004/2986)
(Registered as an external company in South Africa on 27 November 2009)
ISIN: BW0000000868
Share code: WIL
("Wilderness")
ABRIDGED CIRCULAR TO WILDERNESS SHAREHOLDERS RELATING TO THE DISPOSAL OF NORTH
ISLAND COMPANY LIMITED BY NORISCO HOLDINGS S.A., AN ULTIMATE ASSOCIATED COMPANY
OF WILDERNESS HOLDINGS LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION AND THE PURPOSE OF THIS ABRIDGED CIRCULAR
This abridged circular provides details of a transaction entered into by an
ultimate associated company of Wilderness. Norisco has disposed of its wholly-
owned subsidiary North Island Company. Wilderness effectively holds 20% of the
shares in Norisco.
2. BACKGROUND AND RATIONALE
2.1 Wilderness Holdings Limited
Wilderness is an investment holding vehicle for all the Wilderness businesses in
Botswana, Zambia, Zimbabwe, Namibia, South Africa, Malawi and the Seychelles.
Wilderness has been in operation for 26 years and has developed a brand in the
international and local markets, offering premier, classic and luxury safaris. A
policy of "building sustainable conservation economies through responsible
tourism" shares the benefits of tourism with local communities and ensures the
conservation of these areas for future generations.
2.2 Norisco Holdings SA
Norisco is an investment holding company incorporated in Luxembourg and North
Island Company is its sole investment. The latter company owns North Island and
the Property and the Wilderness Business manages and markets the Property. On or
about 29 April 2010, the shareholders of Norisco resolved to sell North Island
Company to Groval and entered into an agreement.
2.3 Rationale
The shareholders of Norisco, collectively, decided to dispose of North Island
Company.
3. THE DISPOSAL
3.1 Introduction
On 29 April 2010 an agreement for the sale of 100% of the share capital of North
Island Company and the assignment of the shareholders loans was entered into
between Norisco and Groval. The acquisition agreement was subject to a number of
suspensive conditions all of which have been met as at the Last Practical Date.
3.2 Consideration
The consideration paid to Norisco by Groval, for the entire issued share capital
of North Island Company is US$47.5 million. In addition, shareholders` loans
have been purchased from Norisco at book value. This consideration has been
settled in full, in cash, although a retention amount in the sum US$6 million
has been held in escrow as security for the vendor`s warranties, for a period to
end not later than 31 May 2011.
3.3 Categorisation of the transaction
The transaction has been categorised as a Category 2 transaction under the BSE
Listing Requirements. These requirements state that a circular is required to be
distributed to all shareholders. No shareholder approval is required.
3.4 Benefits expected to accrue to Wilderness as a result of the transaction
The net proceeds expected to accrue to Wilderness as the result of the
transaction will come in the form of a dividend after repayment of loans and
settlement of taxes and other expenses. Wilderness` portion of the dividend is
expected to be approximately US$9.5 million. In addition the shareholders loans
will be repaid.
Wilderness is continuing to market and manage the Property under its new
ownership and the extension of this management contract is underway.
4. FINANCIAL EFFECTS OF THE TRANSACTION
Unaudited pro-forma financial effects of the disposal
The table below sets out the unaudited pro-forma financial effects of the
disposal on Wilderness. The unaudited pro-forma financial effects are presented
for illustrative purposes only and because of their nature may not give a fair
reflection of Wilderness`s results and financial position. It has been assumed
for the purposes of the pro-forma financial effects that the disposal took place
with effect from 1 March 2009 for the Statement of Comprehensive Income and 28
February 2010 for the Statement of Financial Position. The Directors of
Wilderness are responsible for the preparation of the unaudited pro-forma
financial effects.
Pro-forma Percentage
change
%
Before the After the
Transaction - Transaction -
28 Feb 2010 28 Feb 2010
(Thebe) (Thebe)
Earnings per 23.77 58.23 145%
share(1)
Headline earnings 23.62 23.03 -2%
per share(1)
Net asset value per 1.18 1.53 30%
share(2)
Net tangible asset 0.98 1.33 36%
value per share(2)
Number of shares in 200 000 200 000
issue (`000)
Weighted average 199 950 199 950
number of shares in
issue (`000)
Notes:
1. The amounts in the "Before" column represent the earnings per share ("EPS")
and headline earnings per share ("HEPS") as disclosed in the pro-forma financial
results for the year ended 28 February 2010. The amounts in the "After" column
represent the EPS and HEPS on the assumption that the Transaction was effective
from 1 March 2009.
The difference between EPS and HEPS result from the exclusion of the profit on
pro-forma disposal of North Island Company in determining headline earnings.
2. The amounts in the "Before" column represent the net asset value and net
tangible asset value per share as disclosed in the pro-forma financial results
for the year ended 28 February 2010. The amounts in the "After" column represent
the net asset value and net tangible asset value per share based on the
financial results for the year ended 28 February 2010 adjusted for the
Transaction, had it been effected on 28 February 2009.
3. Transaction costs have not been taken into account as they are immaterial to
the transaction.
4. Proceeds will be used to strengthen the company`s cash reserves balance sheet
and to finance working capital. We have not assumed interest was theoretically
earned on this money from 1 March 2009.
5. The following exchange rates have been applied, being the prevailing rate as
at 1 March 2009: EUR/USD 1.44 / USD/BWP 7.08.
6. The pro-forma results as presented for the year ended 28 February 2010 have
been used to assess the impact of the transaction as the directors believe they
provide a more meaningful assessment based on the changes in the group structure
since Wilderness listed on the BSE with a secondary inward listing on the Africa
Board of the JSE.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements, Wilderness shareholders are advised
that as an abridged circular has been published in the press, and the full
circular will also be posted to shareholders on 29 October 2010, caution is no
longer required.
NOTICE
This is an abridged version of the circular, that full circular will be
dispatched by ordinary post to all registered shareholders by 29 October 2010.
Corporate Information
Wilderness Holdings Limited
Incorporated in the Republic of Botswana
Registration number 2004/2986
Incorporated on 23 February 2004
Registered address: Plot 1 Mathiba Road, Maun, Botswana; Private Bag 14, Maun,
Botswana
Company Secretary: Desert Secretarial Services (Pty) Limited, Deloitte & Touche
House, Plot 50664, Fairgrounds Office Park, Gaborone, Botswana
Auditors and reporting accountants: Deloitte & Touche, Deloitte & Touche House,
Plot 50664,Fairgrounds Office Park, Gaborone, Botswana
PO Box 778, Gaborone, Botswana
Bankers: First National Bank Botswana,Ngami Centre, Plot 152
Maun, Botswana; Private Bag 231, Maun, Botswana
Sponsoring broker: Capital Securities (Pty) Limited, Ground Floor, Exchange
House, Plot 64511, Fairgrounds, Gaborone, Botswana; Private Bag 173, Gaborone,
Botswana
Transfer secretaries: Transaction Management Services (Pty) Limited, trading as
Corpserve Botswana, First Floor, Unit 3, Block A, Kwena House, Plot 117, GIFP,
Kgale View, Gaborone, Botswana; Private Bag 149, Postnet, Kgale View, Suite 117,
Gaborone, Botswana
Registered as an external company in South Africa
Registration number 2009/022894/10
Registered address: 373 Rivonia Boulevard, Rivonia, South Africa; PO Box 5219,
Rivonia, 2128, South Africa
Company Secretary: JA Swanepoel, 373 Rivonia Boulevard, Rivonia, South Africa;
PO Box 5219, Rivonia, 2128, South Africa
Auditors and reporting accountants: Deloitte & Touche, Building 1, The
Woodlands, Woodlands Drive,, Woodmead, 2196, South Africa; Private Bag X6, Gallo
Manor, 2052, South Africa
Bankers: The Standard Bank of South Africa Limited, 7th Floor, Standard Bank
Centre, 3 Simmonds Street, Johannesburg, 2001, South Africa
Sponsor: Rand Merchant Bank, A division of FirstRand Bank Limited, 1 Merchant
Place, Corner Fredman Drive and Rivonia Road, Sandton, 2196, South Africa; PO
Box 786273, Sandton, 2146, South Africa
Transfer secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall
Street, Johannesburg, 2001, South Africa; PO Box 61051, Marshalltown, 2107,
South Africa
Interpretations and definitions
"Botswana" the Republic of Botswana;
"Board" Board of directors of Wilderness;
"BSE" the Botswana Stock Exchange as established
by the Botswana Stock Exchange Act;
"the Directors" means the executive and non-executive
directors of the Board;
"Groval" Groval Holdings Limited., a company
incorporated in the Republic of Cyprus;
"JSE" the JSE Limited (Registration number
2005/022939/06) a public company
registered and incorporated in accordance
with the laws of South Africa;
"Last Practical Date" 26 October 2010, being the last
practical date prior to the finalisation
of the circular;
"Norisco" Norisco Holdings S.A., a company
incorporated in Luxembourg (Registered
address, 7 Val Ste-Croix, L-1371,
Luxembourg) and in which Wilderness
Safaris Limited owns 20% of the issued
share capital;
"North Island Company" North Island Company Limited, a
company incorporated in the Seychelles and
the entire share capital of which is held
by Norisco;
"Pula" or "BWP" the legal tender of Botswana;
"Property" North Island Resort;
"Disposal" or "Transaction" the disposal, by Norisco, of
100% of the issued share capital of North
Island Company and associated shareholder
Loans to Groval on the terms and
conditions set out in the agreement;
"US$" United States dollars, the official
currency of the United States of America;
"Vendor" Norisco Holdings S.A.;
"Wilderness" Wilderness Holdings Limited, a company
incorporated in Botswana and listed on the
BSE (registration number 2004/2966) and
registered as an external company in South
African on 27 November 2009;
"Wilderness Business" Wilderness Holdings and all of the
subsidiaries, associates, joint ventures
and partnerships of Wilderness Holdings
Limited from time to time;
"ZAR" or "R" RSA Rands and cents, the official currency
of the RSA.
Botswana
28 October 2010
Sponsoring broker Botswana: Capital Securities (A member of the Botswana Stock
Exchange)
Merchant bank and JSE sponsor: RAND MERCHANT BANK (A Division of FirstRand Bank
Limited)
Auditors: Deloitte & Touche (Certified public accountants (Botswana))
Date: 28/10/2010 15:00:01 Produced by the JSE SENS Department.
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