Professional Documents
Culture Documents
Annual Report 2010 (1) Wilderness
Annual Report 2010 (1) Wilderness
CONTENTS
Financial highlights 1 Group at a glance 2 Our business 3 Board of directors 4 Chairmans report 8 Chief Executive Officers report 10 Corporate governance 12 Sustainability report 16 Annual financial statements contents 20 Wilderness Holdings Pro forma Consolidated Financial Information 21 Group and Company accounting policies 30 Wilderness Holdings Limited annual financial statements 41 Wilderness Safaris Investment and Finance (Proprietary) Limited annual financial statements 81 Notice of annual general meeting 115 Form of proxy Inserted Corporate information Inside back cover
w w w. w i l d e r n e s s - g r o u p . c o m
150
100
50
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
GROUP AT A GLANCE
Our business has influence over 7,1 million acres of land, in 8 of 11 biomes in southern Africa, located in 7 countries operating and/or marketing 73 destinations under three brands.
AFRICAN FOOTPRINT
Botswana
Kings Pool DumaTau Savuti Little Vumbura Vumbura Plains Duba Plains Mombo Little Mombo Baobab Safari Lodge Baobab Camp Xigera Xigera Mokoro Trails Chitabe Chitabe Lediba Wilderness Tented Camp Moremi Tented Camp Kwetsani Jao Jacana Tubu Tree Abu Camp Seba Selinda Zarafa Kalahari Plains Linyanti Adventurer Linyanti Discoverer Khwai Adventurer Khwai Discoverer Selinda Canoe Trail Namibia Botswana Zimbabwe
Namibia
Little Kulala Kulala Wilderness Camp Kulala Desert Lodge Doro Nawas Damaraland Camp Desert Rhino Camp Palmwag Lodge Skeleton Coast Camp Serra Cafema Anderssons Little Ongava Ongava Lodge Ongava Tented Camp Lianshulu Lianshulu Bush Lodge Desert Homestead Skeleton Coast Research Camp
Seychelles
North Island
Zimbabwe
Makalolo Plains Little Makalolo Davisons Ruckomechi Linkwasha Mana Canoe Trail
South Africa
Pafuri Camp Pafuri Walking Trail Rocktail Beach Camp
Zambia
Busanga Bush Camp Shumba Kapinga Lufupa River Camp Lufupa Tented Camp River Club Toka Leya Kalamu Star-bed Camp Kalamu Lagoon Camp Chinengwe River-bed Camp Seychelles
Malawi
Mvuu Wilderness Lodge Mvuu Camp Mumbo Island Camp Chintheche Inn Chelinda Lodge Chelinda Camp Zambia Malawi
South Africa
OUR BUSINESS
We are in the business of building sustainable conservation economies Through experience based tourism we show as we believe the worlds wilderness areas will save humankind
all with the vision of making a difference to peoples lives, by enabling them to find new paths, and leaving a legacy of conservation for our children
WHAT DO WE DO?
In our TOURISM operation:
we offer journeys and experiences for globally caring travellers
HOW DO WE DO IT?
WHY DO WE DO IT?
through vertically integrated product offerings; through relationship-based market strategies; through service-orientated sales programmes
BOARD OF DIRECTORS
EXECUTIVE DIRECTORS
NON-EXECUTIVE DIRECTORS
BOARD OF DIRECTORS
NON-EXECUTIVE DIRECTORS
CHAIRMANS REPORT
We believe fully in our vision and business model. We believe we do contribute meaningfully to conservation and that we are able to build sustainable conservation economies.
direction. In particular I would like to welcome Roux Marnitz, John Hunt, Marcus Ter Haar, Parks Tafa, Gavin Tollman, Robert Polet and Jochen Zeitz. Our board has a wealth of insight and experience in tourism, conservation, branding, finance as well as a history of building businesses. I would like to thank all our staff at Wilderness Holdings. In our business people are critical and we are fortunate in that we have working for Wilderness some of the finest people in tourism and conservation. They are the difference. Lastly, I would like to express my appreciation to the Companys shareholders, its loyal customers and guests for their continued support. Wilderness is entering an exciting new phase and their support is vital in our future success.
Tourism
We believe fully in our vision and business model. We believe we do contribute meaningfully to conservation and that we are able to build sustainable conservation economies. In order to most effectively coordinate our activities, we have separated out four key elements of our environmental and conservation strategy. These four elements together are a cohesive and coordinated approach to achieving a meaningful and sustainable conservation model twinned with the financial viability provided by a responsible ecotourism business.
Conclusion
We have always said that we need pilgrims for the task of conserving the wilderness. It is with this in mind that I would like to thank my colleagues on the board that came together as a team, in a relatively short space of time, and have already made a substantial contribution to this development in Wilderness
Performance overview
Wilderness performed well in tough conditions brought about by the global financial crisis. In this environment, travellers revaluated their priorities and as a result discretionary travel spend came under severe pressure. The impact on demand was sudden and, within the space of three months, the order book went from being ahead of last years levels to 25% behind. In addition, lead times shortened while the time to close booking files lengthened as a result of travellers taking their time to shop around in the search for better value deals or discounted prices. Consequently, occupancy levels at the Groups mature-state businesses declined from 65% to 59%, while those in its developing and Zimbabwe-based businesses dropped from 42% to 41%. The Company was able to limit the impact of lower demand on profitability by significantly reducing expenditure without
10
become an important criterion for travellers when considering a destination or tourism provider. A new study commissioned by SNV Netherlands Development Organisation and produced by the Centre for Responsible Travel found that two thirds of people who walked into a travel agency were looking for something that could be put back into the local destination and contribute to the livelihoods of the community. The study, which was based on traveller responses from six key outbound countries: the US, Canada, UK, Germany, Holland and Spain, demonstrates that consumers around the world are increasingly aware of the potential impact of their tourism spend, preferring socially responsible and environmentally sustainable tourism products to traditional holidays.
increased the level of kinship within Wilderness. This positive development will be further leveraged in the coming year to ensure that this goodwill positively impacts on guest experience.
Prospects
The tentative upturn in the world economy has resulted in an improvement in market conditions and the Group expects occupancies in the coming year to be better than those in the year under review. However, there is still a high level of uncertainty in world markets and the Company does not expect to see a sustained improvement in the trading environment. The focus of the Group for the coming year is to achieve financial growth through increasing market share and investing in marketing and operating scale opportunities. Wilderness, with its strong balance sheet and competitive offering, is well placed to capitalise on a rebound in markets when that occurs.
11
CORPORATE GOVERNANCE
The board is committed to good corporate governance and intends to apply, insofar as it is reasonably possible, the guidelines of the BSE code of Corporate Governance and King III (the King code). The directors are of the opinion, based on the information and explanations given by management and the auditors, and on comments by the auditors on the results of their audit, that the internal accounting controls are adequate, so that the financial records may be relied on for preparing the financial statements and maintaining accountability for assets and liabilities.
Compliance with the BSE code of Corporate Governance and the King code
It should be noted that during the period under review the Company was a private company and therefore not obliged to comply with either the BSE code of Corporate Governance or King III to the same extent as a publicly listed company. Due to the subsequent Company listing on the BSE and JSE, the directors acknowledge that higher standards of governance will be required. As such, the board is fully committed to the principles of the BSE code of Corporate Governance and King III and remains confident that it will be able to state that the Company is largely compliant with both standards by the publication of the 2011 Annual Report.
Board of directors
On 8 April 2010, the Company was listed on the main board of the BSE and simultaneously on the JSE Africa Board as a secondary listing. The board now consists of 16 directors, being five executive directors and eleven non-executives, four of whom are independent as defined by King III. The non-executive directors draw on their experience, skills and business acumen to ensure impartial and objective viewpoints in decision making processes and standards of conduct. The directors consider the mix of technical, entrepreneurial, financial and business skills of the directors to be balanced, thus enhancing the effectiveness of the board. Andrew Payne is the chief executive officer. The separation of this role from that of the chairman ensures a balance of authority and precludes any one director from exercising unfettered powers of decision making. Malcolm McCulloch is the non-executive chairman of the Company. The board is currently considering the appointment of a lead independent director to assist the chairman to discharge his duties. The board retains full and effective control over the Group and monitors the executive management and decisions in the subsidiary companies. The board is responsible for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the Groups risk management and internal controls, communications policy, and director selection, orientation and evaluation. These responsibilities are set out in an approved Board Charter. To fulfil their responsibilities adequately, directors have unrestricted access to timely financial and other information, records and documents relating to the Group. During the year, the board received presentations from the management teams of its major subsidiaries enabling it to explore specific issues and developments in greater depth. Directors are provided with guidelines regarding their duties and responsibilities as directors and a formal orientation programme will be established to familiarise incoming directors with information about the Groups business, competitive position and strategic plans and objectives.
12
Under the Companys Constitution, a third of the directors retire by rotation each year and are eligible for re-election by shareholders at the annual general meeting. As the majority of directors are newly appointed, each newly appointed director shall retire and offer themselves for re-election. Thereafter in ensuring years, a third of directors shall retire by rotation. The board recommends the reappointment of Messrs Derek de la Harpe, Russel Friedman, Rolf Hartmann, John Gnodde, John Hunt, Roux Marnitz, Andy Payne, Robert Polet, Parks Tafa, Marcus Ter Haar, Gavin Tollman, Michael Tollman, Dave van Smeerdijk and Jochen Zeitz and recommends shareholders vote in favour of their reappointment at the Annual General Meeting. The board has established the following committees to assist it with its duties: Audit Committee Risk Committee Remuneration and Nomination Committee Sustainability Committee
auditors, chief executive officer and chief financial officer are invited to attend. The external and internal auditors have unrestricted access to the Audit Committee and meet with the committee members, without management present, at least once a year. The principal functions of the committee are to review the annual financial statements, the half-yearly results announcement, monitor the effectiveness of internal controls, assess the risks facing the business, discuss the findings and recommendations of the internal and external auditors, review the internal and external audit plans and review the effectiveness of the internal and external auditors. The chairman of the committee reports on the committees activities at each board meeting. In addition the Audit Committee annually considers and satisfies itself of the appropriateness of the expertise and experience of the chief financial officer. The Audit Committee ensures that there is appropriate independence relating to non-audit services provided by the external auditors. Pre-approved permissible non-audit services performed by the external auditors include taxation and due diligence services. The external auditors are prohibited from providing non-audit services including valuation and accounting work where their independence might be compromised by later auditing their own work. The chairman of the Audit Committee will be available at the Annual General Meeting to answer queries about the work of the committee.
Audit Committee
The Audit Committee comprises three non-executive directors: Rolf Hartmann (Chairman) Michael Tollman Marcus Ter Haar The chairman of the committee is not the chairman of the Company. The committee operates within defined terms of reference as set out in its Charter and authority granted to it by the board and meets at least twice a year. The external auditors, internal
Risk Committee
The Risk Committee comprises executive and non-executive directors: Rolf Hartmann (Chairman) Michael Tollman Andrew Payne Derek de la Harpe The committee operates within defined terms of reference, as set out in its Charter and authority granted to it by the board, and meets at least twice a year. The committee assists the board in reviewing the risk management process and significant risks facing the Group. The committee sets the Groups risk strategy in liaison with the executive directors and senior management. In doing so, it makes use of generally recognised risk management and internal control models and frameworks in order to maintain a sound system of risk management and internal control as described later in this report.
13
Risk management
The board is in the process of establishing and implementing a framework to regularly review all strategic risks impacting the Company that can be consistently applied throughout the entire organisation. Management has to date mainly focused on identifying operational risks facing the Company. These risks have been assessed taking into account the severity of the impact on the Groups business if such identified risks were to come to fruition. The Companys risk management framework will be expanded to include financial, market, political, social, ethical and environmental risks.
Sustainability Committee
The Sustainability Committee currently consists of the following executive and non-executive directors: Jochen Zeitz (Chairman) Derek de la Harpe Andrew Payne John Hunt The Sustainability Committee has recently been formed to assist the board in developing sustainability strategies and monitoring the implementation thereof. The board believes that sustainable business practices in the dimensions of conservation, community, culture and commerce form the platform for the business. The board is in process of compiling detailed terms of reference for this committee as it is envisaged that the committee will be chartered with the responsibility of positioning the Company as a leader in sustainable business practices going forward.
Internal audit
Internal audit is an independent appraisal function which examines and evaluates the activities and the appropriateness of the systems of internal control, risk management and governance. The Group has outsourced its internal audit function to Ernst & Young. Internal audit operates within the authority granted to it by the Audit Committee and the board. The Audit Committee is satisfied that internal audit has met its responsibilities for the year with respect to its terms of reference. Audit plans are presented in advance to the Audit Committee and are based on an assessment of risk areas involving an independent review of the Groups own risk assessments. The internal audit team attends and presents its findings to the Audit Committee.
Company secretary
All directors have access to the advice and services of the company secretary and are entitled and authorised to seek independent and professional advice about the affairs of the Group at the Groups expense.
14
Management reporting
The Group has established management reporting disciplines which include the preparation of annual budgets by operating entities. Monthly results and the financial status of operating entities are reported against approved budgets. Profit projections and cash flow forecasts are reviewed regularly, while working capital, borrowing facilities and bank covenant compliance are monitored on an ongoing basis.
Share dealings
The Company has a share dealing policy to regulate dealings by its directors and applicable employees in the Companys shares. No Group director or employee may deal, directly or indirectly, in the Companys shares on the basis of previously unpublished, price-sensitive information and during certain closed periods. The closed periods include the periods between the Companys interim and financial year end reporting times and the dates on which the relevant results are published, and any time when the Company is trading under a cautionary announcement.
Going concern
The directors assessment of the Group as a going concern is set out on page 45.
15
SUSTAINABILITY REPORT
The sustainability strategy inherent in the philosophy and operations of Wilderness Safaris, Safari Adventure Company and Sefofane is one that is neatly encapsulated by the 4 Cs: Conservation, Community, Culture and Commerce. While the fourth C, Commerce, is the primary subject of this annual report and is not expanded on in this section, the tenets of each of the remaining three pillars are elucidated briefly below while some of the highlights and landmark achievements in these areas over the 2009/10 financial year are illustrated.
Conservation
Conservation is comprised of two equally important elements: Operational Sustainability concerns the management of our camp and office front- and back-of-house operations in the most sustainable and environmentally sensitive way possible through the use of minimum standards, measurement, efficiencies and mitigation, renewable energy technologies and education of our staff and guests to ensure the lowest possible carbon footprint. Water usage, waste treatment and recycling, and construction and rehabilitation of old lodge sites are all important additional aspects. Biodiversity Conservation covers the measurement and understanding of our biodiversity footprint and its management, and where relevant the enhancement of indigenous species richness through reintroductions (of absent indigenous species) and rehabilitation (through vegetation management and antipoaching), as well as research projects in short, the fulfilling of our obligations as custodians of more than 3 million hectares of wild areas in southern Africa.
Community
The honest, mutually beneficial and dignified engagement of our rural community partners (staff, equity partners, landlords, neighbours) in ways that ensure sustainability beyond the lifespan and aegis of our organisation and which deliver a meaningful and life-changing share of the proceeds of responsible ecotourism to all stakeholders. These mechanisms include community-centric employment, joint ventures (equity, revenue share, traversing fees), education (childrens camps, bursaries) and training, social benefits, capacity building and infrastructure development (schools, crches, clinics, etc).
Culture
Culture is a multifaceted element that governs respect for the culture of all employees as well as remote rural communities surrounding the conservation areas. This is reflected in: a healthy social environment in camp; area appropriate camp design, dcor, entertainment and meals; respect for traditional rights within and surrounding the conservation area; guest visits to traditional villages and homesteads; communication of the areas traditional culture to guests and staff.
16
100
350 300
40
20
100 50 0
unemployed Botswana
Malawi
Namibia
Namibia
Mean monthly income of community members in areas adjacent to Wilderness camps, 2009
500
400
300
200
100
2001 Botswana
2002 Namibia
2003 Malawi
2005 Seychelles
2006 Zambia
2008
Numbers of rural children hosted on week-long Children in the Wilderness (CITW) camps, 2001-2009
17
Wherever possible, all staff in each camp are employed from the respective community.
Community: The culmination of a 15-year partnership with the Torra Conservancy saw Wilderness Safaris Namibia buying back a 40% stake in Damaraland Camp, while the neighbouring Doro!Nawas Conservancy secured a 30% equity stake in Doro Nawas Camp. Both conservancies continue to receive a percentage of revenue from each camp as payment for traversing. These two equity deals saw the continued evolution of our community engagement model, an evolution that was measured by a rigorous and in-depth survey of staff and community members in Namibia, Botswana and Malawi.
Proportional composition of Wilderness traversing area by biome (hectares), FY 2009/10 Namib Desert Dry Woodland (mopane) Karoo Shrubland Afro-montane Moist woodland (miombo) Kalahari Savannah Forest Indian Ocean Island 44% 34% 12% 4% 3% 2% 1% 0.5%
18
19
Wilderness has developed a powerful brand in the international and local brand markets
w w w. w i l d e r n e s s - g r o u p . c o m
20
31 May 2010 The Directors Wilderness Holdings Limited PO Box 5219 Rivonia 2128 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF WILDERNESS HOLDINGS LIMITED We have performed our limited assurance engagement in respect of the pro forma financial information set out in this report which includes the pro forma financial information of Wilderness Holdings Limited (WH) for the year ended 28 February 2010 dated on or about 31 May 2010 issued in connection with the release of the year end results by WH. The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (JSE) and Botswana Stock Exchange (BSE) Listings Requirements, for illustrative purposes only, to provide information about how the corporate action might have affected the reported historical financial information presented, had the corporate action been undertaken at 1 March 2009 of the pro forma balance sheet being reported on.
Directors responsibility
The directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the press announcement and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of WH; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE and BSE Listings Requirements.
21
While our work performed has involved an analysis of the historical published audited financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and, accordingly, we do not express an audit or review opinion. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion.
Conclusion
Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that, in terms of the section 8.17 and 8.30 of the JSE and respective BSE Listings Requirements: The pro forma financial information, derived from the reviewed consolidated financial information for WSIF and WH for the years ended 28 February 2009 and 28 February 2010 respectively, has not been properly compiled on the basis stated; Such basis is inconsistent with the accounting policies of WH; and The adjustments are not appropriate for the purposes of the pro forma financial information as disclosed.
Deloitte & Touche Registered Auditors Per: Mark Rayfield Partner 31 May 2010 Deloitte & Touche Deloitte Place The Woodlands Woodlands Drive Woodmead 2196
22
23
24
25
26
Pro forma Consolidated 2009 BWP000 105 558 3 157 2 081 264 111 060 (84 231) 26 829 (7 473) (29 878) (10 522) (84 625) 98 938 3 791 34 934 38 725
115 228 2 267 705 4 437 12 838 135 475 (4 473) 131 002 (6 521) (29 340) 95 141 (43 131) (26 810) 25 200 38 725 63 925
27
28
29
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
BASIS OF PREPARATION
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They have been prepared on the historical cost basis as modified by the revaluation of financial instruments reflected at fair value and aircraft. In the current year, the Company and Group have adopted all the new and revised standards and interpretations of the International Accounting and Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for the annual reporting period beginning on 1 March 2009. The adoption of these standards has not resulted in changes to the Company and Group accounting policies. The following standards and interpretations were adopted: IFRS 2 (AC 139) Share-based Payments IFRS 7 (AC 144) Financial Instruments: Disclosures IFRS 8 (AC 145) Operating Segments IAS 1 (AC 101) Presentation of Financial Statements IAS 16 (AC 123) Property, Plant and Equipment IAS 18 (AC 111) Revenue IAS 19 (AC 116) Employee Benefits IAS 20 (AC 134) Accounting for Government Grants and Disclosure of Government Assistance IAS 23 (AC 114) Borrowing Costs IAS 27 (AC 132) Consolidated and Separate Financial Statements IAS 28 (AC 110) Investments in Associates IAS 29 (AC 124) Financial Reporting in Hyperinflationary Economies IAS 31 (AC 119) Interests in Joint Ventures IAS 32 (AC 125) Financial Instruments: Presentation IAS 36 (AC 128) Impairment of Assets IAS 38 (AC 129) Intangible Assets IAS 39 (AC 133) Financial Instruments: Recognition and Measurement IAS 40 (AC 135) Investment Property IAS 41 (AC 137) Agriculture IFRIC 15 Agreements for the Construction of Real Estate
30
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
IFRIC 19
The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Company and Group.
31
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Taxation
Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company and Group recognise liabilities for anticipated tax charges based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax liabilities in the period in which such determination is made. The Company and Group recognise the net future tax benefit related to deferred tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred tax assets requires the Company and Group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company and Group to realise the net deferred tax assets recorded at the balance sheet date could be impacted.
32
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Associates
An associate is an entity in which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence is the power to participate in the financial and operating decisions of the entity but is not control or joint control over those policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, except when the asset is classified as held-for-sale. Under the equity method, the Groups share of the post-acquisition profits or losses of associates is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The use of the equity method is discontinued from the date the Group ceases to have significant influence over an associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Groups interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Any impairment losses are deducted from the carrying amount of the investment in associate. Distributions received from the associate reduce the carrying amount of the investment. Any excess of the cost of acquisition over the Groups share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is recorded within the carrying amount of the investment and is assessed for impairment as part of that investment. The excess of the Groups share of the net fair value of an associates identifiable assets, liabilities and contingent liabilities over the cost is excluded from the carrying amount of the investment and is instead included as income in the period in which the investment is acquired. In the Companys separate annual financial statements, an investment in an associate is carried at cost less any accumulated impairment.
33
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
34
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. The depreciation charge for each period is recognised in profit or loss, unless it is included in the carrying amount of another asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are recorded in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at fair value with any change therein recognised in profit or loss. When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.
Leases
Leases of property, plant and equipment where the Company and Group assume substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligation, net of the finance charges, is included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
35
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Amortisation
Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life of lease premium is amortised over the period of the lease. Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
36
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Financial instruments
The Company and Group classifies its financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument when the Company and Group becomes party to the contractual provisions of the instrument at cost, which includes transaction costs and approximates fair value. Subsequent to initial recognition these instruments are measured at amortised cost using the effective interest rate method less any impairment loss recognised to reflect irrecoverable amounts. Available for sale financial assets are stated at fair value.
Financial assets
The Company and Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Financial assets, other than investments in subsidiaries, are recognised on a trade-date basis and are initially measured at fair value, including transaction costs and are measured at subsequent reporting dates at amortised cost unless part of held for trading or available for sale.
37
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Equity instruments
An equity instrument represents a contract that evidences a residual interest in the net assets of an entity. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Shareholders loans obtained by the Group are regarded as equity to the extent that the capital and interest portion of the loans are repayable at the option of the borrower.
38
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Income tax
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable income for the year. Taxable income differs from net income as reported in the statement of comprehensive income because it includes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Companys subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity. Deferred tax is accounted for using the statement of financial position liability method in respect of temporary differences which arise from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable income. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The carrying value of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered.
39
WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
Revenue
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company and Groups activities. Revenue is shown net of taxes and discounts. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and Group and the revenue can be reliably measured and when the following specific recognition criteria have been met.
Sale of goods/services
The Company and Group sells bed nights at its various camps to customers and is also involved in transporting these guests between its remote locations. Revenue is recognised when service is provided to the customer from the date of their stay at the camp or when the charter occurs. Revenue is recognised when the significant risks and rewards of ownership of the goods/services have passed to the buyer.
Interest
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.
Dividends
Dividends are recognised when the right to receive payment is established.
Borrowing costs
Borrowing costs are charged to finance costs.
Provisions
A provision is recognised when there is a legal or constructive obligation as a result of a past event for which it is probable that an outflow of economic benefits will be required to settle the obligation and the amounts have been reliably estimated. Provisions are not recognised for future operating losses.
40
41
We have audited the accompanying Group and Company annual financial statements of Wilderness Holdings Limited, which comprise the consolidated and separate statements of financial position at 28 February 2010, statements of comprehensive income, statements of changes in equity and the statements of cash flows for the year then ended, and other explanatory note, as set out on pages 48 to 80, and a summary of the accounting policies set out on pages 30 to 40.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the financial position of Wilderness Holdings Limited, Group and Company, as of 28 February 2010, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of Botswana (Companies Act, 2003).
Deloitte & Touche Certified Public Accountants (Botswana) 29 July 2010 Deloitte & Touche Certified Public Accountants (Botswana) Deloitte & Touche House Plot 50664 Fairgrounds Office Park Gaborone Botswana
National Executive: GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Tax, Legal and Risk Advisory L Geeringh Consulting L Bam Corporate Finance CR Beukman Finance TJ Brown Clients & Markets NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board Resident Partners: M Marinelli Senior Partner FC Els P Naik CV Ramatlapeng M Bardopoulos A full list of partners and directors is available on request
42
DIRECTORS REPORT
for the year ended 28 February 2010
NATURE OF BUSINESS
Wilderness has been in operation for 26 years and has developed a powerful brand in the international and local travel markets. The Groups business is building sustainable conservation economies and this is achieved through: Experience-based tourism; Wildlife and environmental conservation; and Building awareness and sharing learnings. Being profitable is fundamental to the business and since inception Wilderness has been cash positive, driven largely by its success in the tourism operations. The Company is run by a group of like minded wildlife professionals who came together to build a successful safari business, delivering a unique experience for guests and strong returns for shareholders and stakeholders, while ensuring that southern Africas pristine wilderness areas remain sustainably conserved. The Wilderness business model is vertically integrated and consists of the following key businesses within the value chain: Safari consulting (tour operating and destination management); Transfer and touring (air and road); Camp, lodge and safari exploration operator; and Finance and asset management. On 8 April 2010 the Company was listed on the Botswana Stock Exchange (BSE), with a secondary inward listing on the Africa Board of JSE Limited (JSE). The purpose of the listing was to: Effect the acquisition of Wilderness Safaris Investment and Finance (Pty) Limited by Wilderness Holdings Limited; Enable Wilderness to simplify and rationalise its Group structure, allowing for greater flexibility to take advantage of future growth opportunities; Provide the public with an opportunity to participate in the future financial performance and success of the business; Provide access for Wilderness Holdings Limited to a source of equity capital as required to take advantage of future growth opportunities; Create a platform to facilitate the attraction and retention of top management and staff through creation of a listed share incentive scheme. [Currently the Company is investigating the implementation of a share incentive scheme (the scheme). The appropriate shareholder approval will be requested prior to the creation of the scheme]; Raise the Company profile and investor awareness; and Provide a liquid market for current and future shareholders.
Share split
A share split was completed on 28 October 2009 in terms of which each share in Wilderness Holdings Limited was split into 500 shares. After the completion of the share split the issued share capital of the Company amounted to 200 million shares.
43
*There have been no changes to directors interests since year end. 200 million shares were utilised to calculate the percentage share capital as at
28 February 2010. Subsequent to year end the number of shares in issue increased to 231 million shares.
The following directors hold shares in the Company in the amounts below, disclosed as at 8 April 2010. Director Derek de la Harpe John Gnodde Rolf Hartmann Russel Friedman John Hunt Roux Marnitz Malcolm McCulloch Andrew Payne Robert Polet Parks Tafa Marcus Ter Haar Gavin Tollman Michael Tollman David van Smeerdijk Keith Vincent Jochen Zeitz Direct Beneficial 9 982 434 11 000 10 063 593 10 063 593 8 050 113 9 884 701 2 310 000 Indirect Beneficial 46 431 000 Direct Non-beneficial Indirect Non-beneficial 46 431 000 48 335 000 Total 9 982 434 11 000 10 063 593 10 063 593 46 431 000 48 335 000 8 050 113 9 884 701 48 741 000 % 4,3 <0,1 4,4 4,4 20,1 20,9 3,5 4,3 21,1
DIRECTORS OPTIONS
As at year end and to date, no share scheme has been implemented and no awards have been allocated to directors.
44
DIRECTORS REMUNERATION
Paid by Wilderness Safaris (Pty) Limited, a subsidiary of Wilderness Safaris Investment and Finance (Pty) Limited (ZAR): 2010 Salaries Andrew Payne Russel Friedman David van Smeerdijk Malcolm McCulloch 2009 Andrew Payne Russel Friedman David van Smeerdijk Malcolm McCulloch Paid by Wilderness Holdings Limited (BWP): 2010 Salaries Keith Vincent Malcolm McCulloch 2009 Keith Vincent Malcolm McCulloch 1 342 000 480 000 805 493 2 147 493 480 000 1 344 929 Fees 480 000 Benefits and bonuses 112 077 Provident and medical aid Total BWP 1 457 006 480 000 1 586 281 1 392 066 1 378 174 1 104 058 995 070 915 595 708 480 172 978 217 863 147 817 2 863 317 2 604 999 2 441 586 708 480 1 580 187 1 376 780 1 367 977 Fees Benefits and bonuses 155 401 142 210 134 796 Provident and medical aid 179 072 233 149 158 014 Total ZAR 1 914 660 1 752 139 1 660 787
Resignation of directors
Michael Ness then resigned as a director of the Company subsequent to year end and with effect from 8 April 2010. Michael resigned to allow for the re-composition of the board following its listing.
DIVIDENDS
No dividend has been declared for the year ended 28 February 2010, as the Group was only listed on 8 April 2010 and raised primary capital from investors on its Initial Public Offering (IPO). It is the directors intention to institute a dividend policy that will be reviewed from time to time in the light of prevailing business circumstances, investment decisions to be taken, working capital requirements and available cash, while maintaining an appropriate dividend cover at between two and three times net profit after tax.
GOING CONCERN
The annual financial statements set out in this report have been prepared in accordance with statements of International Financial Reporting Standards and in the manner required by the Botswana Companies Act of 2003, as amended. The board of directors confirms that they have every reason to believe that the Company and the Group have adequate resources in place to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going-concern basis in preparing the annual financial statements.
45
DETAILS OF SUBSIDIARIES
Details of the Groups interests in its subsidiaries are set out in note 5 and note 7 on page 77 and 90 respectively of the financial statements of Wilderness Holdings Limited and Wilderness Safaris Investment and Finance (Pty) Limited.
DONATIONS
The Company supports Children in the Wilderness and the Wilderness Safaris Wildlife Trust and donates 2% of its bed nights to these organisations on an annual basis. The costs to the Company of these donations are the marginal costs (food, cleaning materials) associated with hosting the children in the camps. These organisations seek to address the needs of existing wildlife populations, conserve threatened and endangered species and provide education and training for local children and their communities.
MATERIAL CONTRACTS
Share purchase agreement
The Company entered into a share purchase agreement to purchase the entire issued share capital of Wilderness Safaris Investment and Finance (Pty) Limited. The agreement was conditional on the successful listing of the Company on the BSE and as a secondary listing on the Africa Board of the JSE. The agreement became effective on 8 April 2010.
Lock-in agreement
Wine Investments Limited, Capital Africa Limited, Winslow Financial Investments Limited and Margot Bell (the Parties) have agreed in writing to a lock-in effective from the listing date (8 April 2010) whereby the parties have agreed not to sell any of their shares for a period of six months after the listing date.
46
SUBSEQUENT EVENTS
The Company was listed on the Botswana Stock Exchange, with a secondary inward listing on the Africa Board of the JSE, on 8 April 2010. 31 million shares were issued to the public and the net cash proceeds resulting from subscriptions and after restructuring and listing costs was just under P7 million. Subsequent to the year end the Company disposed of the assets of Duba Plains camp in Botswana and proceeds amounting to USD4,5 million (P33 million) were received in May 2010. In terms of the sale agreement, the camp will continue to be marketed by the Group. In terms of IFRS 5 this business unit has been reported as a discontinuing operation and as non-current assets and liabilities held for sale in the annual financial statements. The Company has also announced that it has concluded an agreement to dispose of North Island in the Seychelles which is accounted for as an associate. The transaction is subject to a number of conditions precedent which remain subject to completion.
SHAREHOLDER SPREAD
A shareholder spread has not been prepared. During the period under review the Company was not a listed entity and all shareholding was categorised as non-public.
MAJOR SHAREHOLDERS
At the date of listing (8 April 2010) the major shareholders holding more than 5% of the issued share capital are as follows: Shareholder Wine Investments Limited Puma AG Rudolf Dassler Sport Capital Africa Limited Winslow Financial Investments Limited Number of shares 48 335 000 46 431 000 39 921 000 20 443 000 % 20,9 20,1 17,3 8,8
LISTINGS
The abbreviated name under which the Company is listed on the BSE and the JSE is Wilderness and the Companys Clearing House Code is WIL.
47
2 9 2 3 10 4 5
Total comprehensive income/(loss) from continuing and discontinuing operations for the year attributable to: Owners of the Company Non-controlling interest
Number of shares issued (thousands) Issued Weighted average Headline profit/(loss) Earnings/(loss) per share (thebe) Headline Basic 6
48,85 51,09
(0,08) (2,87)
48
16
49
Stated capital BWP000 Balance at 1 March 2008 Exchange difference arising on conversion of foreign subsidiaries Minority interest in business combinations Total comprehensive income for the year Distributions on equity loans Minority portion of dividend paid Transfer from distributable reserves to re-insurance reserve Other Balance at 28 February 2009 3
3 212
2 074 (491)
5 286 (491) 1 953 (2 088) (2 088) 1 151 55 435 2 060 156 443 (8 661) (2 093) (2 840) (2 640) 2 640 (46 058) (1 354) (2 093) (2 840) 16 093 (12 017) (12 017) (4 227) 146 925
6 190
(2 320)
Exchange difference arising on conversion of foreign subsidiaries Minority interest in business combinations Minority portion of dividend paid Distributions on equity loans Recapitalisation of loans 46 058 Total comprehensive income for the year Transfer from distributable reserves to re-insurance reserve Reclassification to shortterm payable Balance at 28 February 2010 46 061
34 168 (4 246)
860
(3 316)
25 930
21 668
59 949
50
26
51
2 359 84 2 443
2 060 63 2 123 9 502 4 124 18 518 32 144 (484) 31 660 (7 068) (7 068) 1 250 493 118 2 371 154 3 136 7 065 1 727 264 81 969 2 147 480 2 627
Depreciation Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Investment property Disclosed in discontinued operations Total depreciation and other amortisation Foreign exchange gains/(losses) Realised Unrealised Net foreign exchange gains/(losses) Legal and professional fees Operating lease rentals Premises Office equipment Aircraft and vehicles Other
10 429 4 791 14 140 450 29 810 (375) 29 435 200 6 737 6 937 632 676 120 23 127 946
Resource royalty Net loss on disposal of property, plant and equipment Gain on embedded derivative financial asset Revaluation of aircraft below original cost Staff costs Reversal of impairment relating to consolidation of Zimbabwe operations Preference share option buyback Directors emoluments Executive directors Non-executive directors fees
5 628 116 2 351 3 487 106 185 (8 015) 18 969 1 457 480 1 937
52
4.
TAXATION 4.1 Taxation charge Current taxation Company taxation Additional company taxation Under provision prior year Deferred taxation current year (note 12) Withholding tax on dividends paid Other tax charges Total taxation charge 4.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Additional company tax Income not taxable Under provision prior year Held for sale assets Other tax charges Foreign taxation and other rate differential Tax losses not recognised as assets Withholding tax on dividends paid Effective taxation rate 4.3 Reconciliation of additional company tax (ACT) ACT balance at beginning of the year Over provision prior year ACT arising during the year ACT utilised ACT carried forward Certain subsidiaries had tax losses at the end of the financial year that are available to reduce the future taxable income of the Group estimated to be Estimated future tax relief at an estimated tax rate of 28% (2009: 23%) inclusive of the tax benefit already accounted for in the deferred tax asset of P10,0 million (2009: P18,7 million) as set out in note 12
7 807 4 994 856 13 657 12 843 (1 256) 786 26 030 % 15,0 10,0 (1,4) 1,5 2,2 (0,1) 21,0 (2,2) 46,0 BWP000 10 365 (1 196) 4 994 (4 364) 9 799
9 674 6 298 911 16 883 (6 970) (319) 1 993 11 587 % 15,0 10,0 (44,1) 12,4 129,4 (18,3) (59,8) 272,9 (30,5) 287,0 BWP000 10 530 6 298 (6 463) 10 365
110 948
95 475
31 171
22 399
53
6.
HEADLINE PROFIT/(LOSS) Reconciliation of attributable profit/(loss) to headline earnings/(loss): Equity holders of the Company per the statement of comprehensive income Headline earnings adjustments: Goodwill impairment Reversal of impairment relating to consolidation of Zimbabwe operations Revaluation of aircraft below original cost Net loss on disposal of property, plant and equipment Tax effect Minorities interest Headline profit/(loss)
7.
INTEREST IN PROFITS AND LOSSES OF SUBSIDIARIES Interest in the aggregate amount of profits and losses of subsidiaries after taxation Profits continuing operations discontinuing operations Losses continuing operations discontinuing operations
54
86 015 93 739 132 396 1 387 313 537 3 141 316 678
79 585 121 059 114 536 5 922 321 102 321 102
Included in property, plant and equipment are assets held under finance lease agreements with a book value of P86,4 million (2009: P98,6 million) which are encumbered as security for liabilities under finance lease agreements as stated in note 17. A register of land and buildings is maintained at the Companys registered office and may be inspected by members of the public or their duly authorised agents. Vehicles, furniture, fittings and equipment BWP000 Movement of property, plant and equipment 2010 Net book value at beginning of year Subsidiaries acquired Additions Revaluation Zimbabwe impairment reversal Transfers/reclassification Translation differences Asset held for sale reclassification Disposals Depreciation Net book value at end of year Movement of property, plant and equipment 2009 Net book value at beginning of year Additions Revaluation Transfers/reclassification Translation differences Disposals Depreciation Net book value at end of year Leasehold land and Investment property property BWP000 BWP000
Aircraft BWP000
Total BWP000
48 555 3 048 7 477 2 393 (1 190) 60 283 (334) (1 092) (10 429) 48 428
119 370 3 595 (28 150) 2 753 (225) 97 343 (4 791) 92 552
60 901 18 916 4 594 (309) (301) 83 801 (351) (14 140) 69 310
234 748 3 048 23 654 (28 150) 14 824 (1 719) 246 405 (685) (1 092) (29 810) 214 818
96 787 16 934 12 314 (1 295) 124 740 (1 246) (4 124) 119 370
202 462 71 030 12 314 (9 649) 276 157 (9 265) (32 144) 234 748
55
An annual impairment test is performed to assess whether goodwill has been impaired. Goodwill has been allocated for impairment testing purposes to individual cash-generating units. The recoverable amount of every cash-generating unit has been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by management covering a five year period, and a discount rate which fluctuates depending on circumstances. Cash flows beyond that five year period have been extrapolated using a steady 2% growth rate. This growth rate does not exceed the long-term average growth rate for the market in which they operate. Management believes that any reasonable possible change in the key assumptions on which the cash-generating units recoverable amount is based would not cause their carrying amounts to exceed its recoverable amount.
56
The loan to Norisco Holdings SA is denominated in US Dollars, is unsecured, interest free and has no fixed repayment terms. All other loans are BWP denominated, unsecured and interest free. The loan that the Group provided to Ngamiland Adventure Safaris (Pty) Limited provided the Group with the option to acquire 20% of the equity of the company; the fair value of which was determined to be insignificant at the end of each year presented. None of the loans to associates are either past due or considered impaired. The entities have not been independently rated for creditworthiness but the Group has assessed their creditworthiness internally based on an analysis of operations, major assets held, etc. and believes that the associates are of sufficient substance and standing to support the advances made. 2010 BWP000 11. LOANS TO RELATED PARTIES Norisco Holdings SA shareholders New Wilderness Holdings Limited 166 166 2009 BWP000 176 34 809 34 985
The amount due to a shareholder, New Wilderness Holdings Limited, is denominated in Pula, is unsecured, bears interest based on the Bank of Botswana Certificate rate, which is an effective rate of 11,9% (2009: 11,9%) and has no fixed repayment terms. The loan to Norisco Holdings SA shareholders is unsecured, denominated in Botswana Pula, interest free and has no fixed repayment terms. The amounts owing has been set off against amounts owing to New Wilderness Holdings Limited. The carrying value of loans to related parties approximates their fair value. None of these loans are either past due or considered impaired. The entities have not been independently rated for creditworthiness but the Group has assessed their creditworthiness internally based on an analysis of operations, major assets held, etc. and believes that the entities are of sufficient substance and standing to support the advances made.
57
There were no significant long outstanding third party trade receivables which required specific impairment at year end. Third party trade receivables are limited to amounts receivable from reputable agents and touring wholesalers with whom the Group has established long-term relationships and no significant credit exposure is anticipated from these. The carrying value of receivables balances approximates the fair value. Trade receivables are assessed and provided for based on estimated irrecoverable amounts, determined by reference to past default experience. Before accepting any new customer, use is made of local external credit agencies, where necessary, to assess the potential customers credit quality and define credit limits by customer. Limits attributed to customers are reviewed regularly.
58
USA BWP000 2010 1 month past due 2 months past due 3 months past due 4 months and greater past due 97 97 2009 1 month past due Reconciliation of the receivables allowance account: 2010 Opening balance Impairment losses recognised on receivables Net bad debt write offs
(281) 281
2009 Opening balance Impairment losses recognised on receivables Net bad debt write offs Exchange differences
(352) 71 (281)
The Group does not hold any collateral as security. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable above. The carrying value of trade receivables approximates fair value. 2010 BWP000 15. STATED CAPITAL Issued and fully paid 200 000 000 (2009: 300 000) ordinary shares of no par value On 1 September 2009 the following shares were issued: 2009 BWP000
100 000 0,46058 On 28 October 2009, the Company effected a 500 for 1 share split, which created a further 199 600 000 shares. Under and in terms of section 50 of the Act and subject to its Constitution, the board may issue shares at any time, to any person, and in any number it considers appropriate, subject to the prior written consent of the shareholders by a special resolution at a general meeting.
59
Finance lease liabilities consist of: Stanbic USD denominated facility of USD12,1 million (2010: USD4,9 million drawn down, 2009: USD5,8 million) bearing interest at 3-month USD LIBOR +1,6%, repayable in equal monthly instalments of P1,0 million (2009: P1,1 million). The final instalment is payable in September 2013. These lease facilities are secured by the following: Deed of hypothecation for USD11,4 million over the ten aircraft with registration numbers ZSSUN, A2BUF, A2ZEB, A2EGL, A2GNU, 9JTAU, V5RNO, V5ECO, A2JKL, A2KDU; Insurance over all the aircraft with the banks interest being noted on the policy as first loss payee; and These aircraft have a net book value of P73,1 million (2009: P84,5 million). First National Bank of Botswana Limited, amounting to P6,9 million (2009: P11,8 million), bearing interest at 3-month USD LIBOR +2%, repayable in equal monthly instalments of P0,3 million (2009: P0,4 million). The final instalment is payable in May 2012.
60
61
22. CONTINGENT LIABILITIES, GUARANTEES AND LITIGATION The Group has certain contingent liabilities resulting from litigation and claims, generally involving commercial and employment matters, which are incidental to the ordinary conduct of its business. Management believes, after taking legal advice where appropriate on the probable outcome of these contingencies, that none of these contingencies will materially affect the financial position or the results of operations of the Group. Sureties provided are those noted in note 17. Limited letters of comfort and support have been issued by Okavango Wilderness Safaris (Pty) Limited and Sefofane (Pty) Limited to the following entities: Delta Solutions (Pty) Limited Safari Adventure Company (Pty) Limited Micheletti Bates (Pty) Limited Sefofane Flight Training Centre (Pty) Limited Game Management Consultants (Pty) Limited. 23. FINANCIAL INSTRUMENTS Financial risk management The Groups activities expose it to a variety of financial risks: market risk (including currency risk, fair value and cash flow interest rate risk and price risk), credit risk and liquidity. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Groups financial performance. Risk management is carried out by a central treasury department under policies approved by the board of directors. The Group identifies, evaluates and hedges financial risks in close co-operation with the Groups operating units. The board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk and interest rate risk. Financial instruments Financial instruments carried on the statement of financial position include cash and bank balances, investments, loans, receivables, trade creditors and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.
62
Credit risk
The financial assets of the Group which are subject to credit risk consist mainly of cash resources, loans and debtors. The cash resources are placed with reputable financial institutions. The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. The Groups policy is to deal only with creditworthy counterparties. The majority of the Groups receivables are comprised of related parties. The Groups management considers that all the above financial assets that are not impaired for each of the reporting dates under review are good credit quality, including those that are past due. None of the Groups financial assets are secured by collateral or other credit enhancements. Credit quality of counterparties are determined based on independent external credit ratings where these are available. Where no independent external credit ratings are available, management makes an internal assessment of credit quality based on factors such as analyses of the counterparties operations, major assets held, as well as past history of the Groups business transactions with the counterparties. In respect of trade and other receivables, the Group is not exposed to any significant credit risk or concentration of credit risk exposure. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Market risk
Foreign currency exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entitys functional currency. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Groups foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. The following table illustrates the sensitivity of the net result for the year and equity in regard to the Groups financial assets and liabilities and the US Dollar/Pula exchange rate. It assumes a 5% change of the US Dollar/Pula exchange rate for the year ended at 28 February 2010 (2009: 5%). These percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Companys foreign currency financial instruments held at each balance sheet date. If the Pula had strengthened against the US Dollar by 5% (2009: 5%), then this would have had the following impact: 2010 BWP000 Gain Net effect on after tax profits Equity 9 421 9 421 2009 BWP000 Gain 16 826 16 826
An equal and opposite impact would occur in a 5% weakening of the Pula against the US Dollar.
63
Market risk
Price risk The Group does not have any exposure to security price risk.
2009 Financial assets Trade and other receivables Cash and other equivalents
64
2009 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities
Embedded derivative
An embedded derivative was recorded in the accounting records which arose as a result of the initial public offering which allowed prospective investors to purchase shares on either the Botswana Stock Exchange or the JSE Limited at a fixed, predetermined price. The fluctuation in the foreign exchange (strengthening of Rand against the Pula) from the date when the offer price was determined and at year end resulted in a derivative gain of P2,4 million. The value of the embedded derivative is dependent upon the Pula/Rand exchange rate and the value fluctuates accordingly. The embedded derivative will be realised upon the listing of Wilderness Holdings Limited. 2010 BWP000 24. RELATED PARTY TRANSACTIONS Sales and purchases between Group companies are concluded at arms length in the ordinary course of business. For the year ended 28 February 2010, the intergroup sales of goods and provision of services amounted to P43,4 million (2009: P32,2 million). On 28 October 2009, the Company repurchased a preferential right to shares at a cost of BWP19 million from various shareholder directors. (Refer Directors report for more details.) Sales Key management personnel compensation: Short-term employee benefits Included in trade receivables Associates Common controlled entities 200 550 7 385 10 711 21 538 32 249 Included in accounts payable Associates Common controlled entities 204 11 865 12 069 215 887 4 517 7 967 17 494 25 461 18 591 18 591 2009 BWP000
65
66
29. CASH AND CASH EQUIVALENTS AT END OF YEAR Cash resources Bank overdrafts
30. SEGMENTAL REPORT For management purposes the Group is currently organised into four operating divisions which are the basis on which the Group reports its primary segmental information. Principal activities are as follows: Safari consulting Camp, lodge and safari explorations Transfer and touring Finance and asset management
Tour operating and destination management Lodge operations Air and road Holding company and asset financing
67
Safari consulting 2010 BWP000 Abridged statement of comprehensive income Revenue Botswana External Internal Zambia External Internal Zimbabwe External Other Internal EBITDA Botswana Zambia Zimbabwe Other 68 652 56 096 1 649 9 902 1 005 5 480 2 788 2 692 (391) 5 089 5 089 772 599 6 460 171 6 631 6 631 2009 BWP000 82 659 74 544 8 115 1 412 1 412 (64) 1 348 1 348 7 1 355 (93) 1 262 1 262
Depreciation and amortisation Operating profit/(loss) before goodwill impairment Goodwill impairment Operating profit/(loss) Interest received Financing costs Unrealised foreign exchange gain/(loss) on loans Share of associate company earnings/(losses) Profit/(loss) before taxation Taxation Profit/(loss) after taxation continuing operations Profit after taxation discontinuing operations Profit/(loss) after taxation
68
Transfer and touring 2010 BWP000 87 923 44 217 12 717 15 640 7 247 7 036 1 066 735 1 429 574 (1 268) (2 528) (1 793) (1 793) 557 (498) (1 734) (7 274) (9 008) (9 008) 2009 BWP000 85 015 66 692 982 10 529 6 812 18 668 22 285 (3 617) (1 902) 16 766 (200) 16 566 71 (183) 16 454 (1 989) 14 465 14 465
Finance and asset management 2010 BWP000 39 228 17 929 20 710 589 13 706 23 825 (10 119) (3 967) 9 739 9 739 1 423 (4 527) 24 124 1 178 31 937 (9 755) 22 182 22 182 2009 BWP000 38 416 17 652 20 153 611 22 778 10 407 12 371 (3 345) 19 433 19 433 2 835 (4 611) (31 724) (1 533) (15 600) (5 501) (21 101) (21 101)
Intergroup eliminations 2010 BWP000 (67 686) (44 869) (7 247) (15 570) 2009 BWP000 (73 309) (66 497) (6 812) 2010 BWP000 301 477 238 027 41 766 21 095 589 68 163 85 789 (3 281) (4 226) (10 119) (29 435) 38 728 (3 239) 35 489 1 827 (6 114) 24 124 1 252 56 578 (26 030) 30 548 2 266 32 814
Total 2009 BWP000 329 240 266 529 42 711 19 389 611 75 496 74 226 (15 318) 4 217 12 371 (31 660) 43 836 (200) 43 636 3 377 (9 811) (31 724) (1 441) 4 037 (11 587) (7 550) 3 313 (4 237)
69
70
71
1 1 2
72
73
74
16
75
Depreciation Vehicles, furniture, fittings and equipment Foreign exchange (losses)/gains Realised Legal and professional fees Staff costs Preference shares options right buyback 2. FINANCING COSTS Interest paid Bank overdraft and trade finance Related party loans
3.
TAXATION 3.1 Taxation charge Deferred taxation current year (note 11) Withholding tax on dividends paid Total taxation charge 3.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Additional company tax Permanent differences Tax effect of tax losses not recognised Withholding tax on dividends paid Effective taxation rate
The Company has estimated total accumulated tax losses of P25 million (2009: P39 million) available for set off against future taxable profit. No deferred tax asset has been recognised in respect of these losses.
76
Total BWP000 24 (7) 17 9 18 (3) 24 2009 BWP000 87 962 59 450 28 505 18 554 24 793 7 82 (43 429) 87 962
The amount due from Norisco Holdings SA shareholders is unsecured, denominated in Botswana Pula, interest free with no fixed date of repayment. During the year the loan advanced to New Wilderness Holdings Limited has been partially settled by the set off of the purchase consideration in respect of the right to acquire preference shares and the remaining balance, which was recognised under trade and other receivables, will be set off during the listing process. The loan is unsecured and bears interest at the Botswana prime commercial rate.
77
46 061
9.
The shareholders loans were classified as part of equity in the prior year are denominated in Pula, unsecured, bear interest based on the Bank of Botswana Certificate rate and had no fixed repayment terms. The loans and interest are repayable at the discretion of the Companys directors and were therefore classified as equity as there is no obligation on the Company to redeem these loans or the interest. In the current year, the directors decided to repay the remaining portion of the loans that were not capitalised and accordingly these have been disclosed as a current liability. 2010 BWP000 10. LONG-TERM LIABILITIES Okavango Wilderness Safaris (Pty) Limited Industrial Development Corporation of South Africa Limited Less: Current portion included in accounts payable (note 12) Long-term portion Repayable within 2 years Repayable within 3 years Repayable within 4 years Repayable within 5 years Repayable after 5 years 25 286 96 650 121 936 (8 448) 113 488 42 185 16 899 30 970 23 434 113 488 Details of the terms and conditions of the IDC loan are reflected in note 17 of the Group accounts. The loan from Okavango Wilderness Safaris (Pty) Limited is unsecured, bears interest at prime commercial rates with settlement due in excess of one financial year. 2009 BWP000 28 398 120 440 148 838 (16 100) 132 738 19 317 19 320 19 320 47 718 27 063 132 738
78
44 837 44 837
56
Refer to the Directors report for information in respect of the buy back of the convertible preference share options.
79
61 (2) 59
18 154 154
19. SUBSEQUENT EVENTS Refer to the directors report for details on subsequent events (refer to page 47).
80
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by the directors, as well as evaluation of the overall financial statement presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, these financial statements present fairly, in all material respects, the consolidated and separate financial position of Wilderness Safaris Investment and Finance (Proprietary) Limited as at 28 February 2010 and of its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa.
Deloitte & Touche Per Mark Rayfield Partner 29 July 2010 Deloitte & Touche Deloitte Place The Woodlands Woodlands Drive Woodmead 2196
National Executive: GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Tax, Legal and Risk Advisory L Geeringh Consulting L Bam Corporate Finance CR Beukman Finance TJ Brown Clients & Markets NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board A full list of partners and directors is available on request
81
DIRECTORS REPORT
for the year ended 28 February 2010
NATURE OF BUSINESS
Wilderness Safaris Investment and Finance (Pty) Limited (WSIF) is the holding company of the Wilderness business in Namibia, Malawi and South Africa.
SHARE CAPITAL
Authorised: Issued: R4 000: 400 000 shares of R0,01 R3 000: 300 000 shares of R0,01
DIRECTORS
The following persons were directors of the Company during the period: R Friedman JA Gnodde RM Hartmann MW McCulloch MA Ness* AG Payne M Tollman DJ van Smeerdijk^ KN Vincent *British ^Australian
Resignation of directors
Michael Ness resigned as a director of the Company subsequent to year end and with effect from 8 April 2010.
SECRETARY
During the year under review Richard van der Wel was Secretary of the Company. Subsequent to year end he resigned as Secretary and Julia Swanepoel was appointed with effect from 3 May 2010. Business address: 373 Rivonia Boulevard Rivonia 2191 PO Box 5219 Rivonia 2128
Postal address:
REGISTERED OFFICE
373 Rivonia Boulevard Rivonia 2128
82
INDEPENDENT AUDITORS
Deloitte & Touche
DIVIDENDS
No dividends were declared or paid during the year (2009: nil).
MATERIAL TRANSACTIONS
Share purchase agreement
The Company entered into a share purchase agreement to sell its entire issued share capital to Wilderness Holdings Limited, a company incorporated in Botswana. The agreement was conditional on the successful listing of Wilderness Holdings on the Botswana Stock Exchange (BSE) and as a secondary listing on the Africa Board of the JSE Limited (JSE). The agreement became effective on 8 April 2010.
Sale of shares agreement in respect of The Namib Lodge Company (Pty) Limited
The Namib Lodge Company (NLC) is a wholly owned subsidiary of the Company. With effect from 31 October 2009, the Company entered into a sale of shares agreement for the Namibianisation and Black Economic Empowerment of NLC, resulting in the sale of a total of 10,5% of the issued share capital in NLC to various strategic partners in a Black Economic Empowerment transaction for a total consideration of N$12 205 310.
SUBSEQUENT EVENTS
Group restructuring
Due to historical regulatory reasons the Wilderness Group corporate structure evolved into two separate legal entities, Wilderness Holdings (incorporated in Botswana) and WSIF (incorporated in South Africa). Both Wilderness Holdings and WSIF had the same beneficial shareholders in the same percentage shareholding, and had been managed as one business for the entire life of the Group. The Group underwent a restructuring, with effect from 8 April 2010, as a result of the listing of Wilderness Holdings on the BSE, with a secondary inward listing on the Africa Board of the JSE on 8 April 2010. As a result of the restructuring WSIF became a wholly-owned subsidiary of Wilderness Holdings Limited. On 1 March 2010, the Company acquired 100% of Tess and Trev Travels (Pty) Limited for R2 000 000 whose business is the provision of touring and transfer services in the Western Cape.
83
2 9 2 3 11 4 5
84
85
Share capital R000 Balance at 1 March 2008 Total comprehensive income for the year Application of IAS 39 long-term loan amortised at cost Minority interest arising on business combination Balance at 28 February 2009 Minority interest arising on business combination Total comprehensive income for the year Balance at 28 February 2010 3
Total equity R000 85 317 14 243 1 153 (4 196) 96 517 (854) 2 306 97 969
86
26
87
3 077 628 3 705 10 773 3 341 8 675 22 789 40 22 829 (1 486) (14 339) (15 825) 1 504 10 424 1 493 13 102 231 25 250 434 116 778 892 7 910 708 8 618
Depreciation Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress Amortisation of other intangible assets Total depreciation and other amortisation Foreign exchange gains/(loss) Realised Unrealised Net foreign exchange gains/(loss) Legal and professional fees Operating lease rentals Premises Office equipment Aircraft and vehicles Other
10 923 3 427 10 020 24 370 40 24 410 8 195 (7 197) 998 1 732 9 554 1 597 15 964 796 27 911
Net loss on disposal of property, plant and equipment Vehicles, furniture, fittings and equipment Revaluation of aircraft below original cost Staff costs Number of employees Directors emoluments Executive directors Nonexecutive directors fees
88
4.
TAXATION 4.1 Taxation charge Current taxation SA company taxation current year Foreign company taxation current year prior year Deferred taxation current year (note 13) Deferred taxation prior year (note 13) Total taxation charge 4.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Expenses disallowed for tax purposes Over provision prior year Foreign taxation rate differential Tax losses not recognised as an asset Exempt income Effective taxation rate
6 844 2 912 (23) 9 733 1 716 (177) 11 272 % 28,0 18,1 (0,8) 3,9 2,5 0,5 52,2 R000
5 468 6 185 11 653 3 940 (1 611) 13 982 % 28,0 3,7 (1,3) 6,1 24,3 (0,1) 60,7 R000
Certain subsidiaries had tax losses at the end of the financial year that are available to reduce the future taxable income of the Group estimated to be Estimated future tax relief at an estimated tax rate of 31% (2009: 29%) inclusive of the tax benefit already accounted for in the deferred tax asset of R8,9 million (2009: R11,5 million) as set out in note 13
83 079
88 713
25 643
25 669
89
90
Included in property, plant and equipment are assets held under finance lease agreements with a book value of R14 million (2009: R10 million) which are encumbered as security for liabilities under finance lease agreements as stated in note 17. A register of land and buildings is maintained at the Companys registered office and may be inspected by members of the public or their duly authorised agents. Vehicles, furniture, fittings and equipment R000 Movement of property, plant and equipment 2010 Net book value at beginning of year Additions Revaluation Transfers/reclassification Disposals Depreciation Net book value at end of year Movement of property, plant and equipment 2009 Net book value at beginning of year Subsidiaries acquired Additions Revaluation Transfers/reclassification Disposals Depreciation Impairment Net book value at end of year
Aircraft R000
Total R000
173 455 22 655 (12 477) 183 633 (1 806) (24 370) 157 457
148 639 20 502 25 644 7 819 1 020 203 624 (5 774) (22 789) (1 606) 173 455
91
92
93
R72,0 million (2009: R101,8 million) of trade receivables (including related party balances) are encumbered at a subsidiary level. There were no significant long outstanding third party trade receivables which required specific impairment at year end. Third party trade receivables are limited to amounts receivable from reputable agents and touring wholesalers with whom the Group has established long-term relationships and no significant credit exposure is anticipated from these. The carrying value of receivables balances approximates the fair value. Trade receivables are assessed and provided for based on estimated irrecoverable amounts, determined by reference to past default experience. Before accepting any new customer, use is made of local external credit agencies, where necessary, to assess the potential customers credit quality and define credit limits by customer. Limits attributed to customers are reviewed regularly. Analysis of the age of trade receivables past due but not impaired or provided for: USA R000 2010 1 month past due 2 months past due 3 months past due 4 months and greater past due 2009 1 month past due 2 months past due 3 months past due 4 months and greater past due 349 4 353 UK and Europe R000 467 220 41 436 1 164 264 279 691 1 234 Africa and Asia Pacific R000 250 1 869 1 263 3 382 2 816 509 1 030 4 355 Total R000 467 470 1 910 1 699 4 546 3 429 788 4 1 721 5 942
94
The Group does not hold any collateral as security. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable above. 2010 R000 16. SHARE CAPITAL AND SHARE PREMIUM Authorised 400 000 ordinary shares of 1 cent each Issued 300 000 (2009: 300 000) ordinary shares of 1 cent each Share premium 2009 R000
3 670 673
3 670 673
The unissued shares are under the control of the directors subject to receiving approval of 85% of the shareholders. 17. LONG-TERM LIABILITIES Secured lease liabilities Long-term loan Other lease smoothing liability Less: Current portion included in accounts payable (note 19) Long-term portion Repayable within 2 years Repayable within 3 years Repayable within 4 years Repayable within 5 years Repayable after 5 years 8 205 16 486 3 993 28 684 (7 724) 20 960 10 253 4 852 1 710 1 658 2 487 20 960 Minimum lease payments Finance cost 29 302 (4 611) 24 691 10 488 18 745 2 804 32 037 (8 369) 23 668 8 843 4 099 3 447 3 134 4 145 23 668 34 891 (5 659) 29 232
95
The loan from Sefofane (Pty) Limited (ZAR denominated) is unsecured, interest free and has no fixed terms of repayment. The loan is not past due or considered impaired. 10,5% interest in The Namib Lodge Company (Pty) Limited was sold with effect from 31 October 2010 to various strategic partners in a Black Economic Empowerment transaction for a consideration of N$12 205 310. The purchase consideration will be settled by way of cash amounting to N$610 266 and the balance on loan account secured by the pledge of the shares until such time as the loan is paid-up. The loans bear interest at South African prime rate and are repayable in five years time. They may at any time within the five years make partial or full repayment of the loan. 2010 R000 19. TRADE AND OTHER PAYABLES Trade accounts payable Trade payables third parties related parties (note 24) Amounts received in advance Value added taxation payable Accrued expenses and other payables Current portion of long-term liabilities (note 17) 2009 R000
The carrying value of liabilities approximates their fair value. Trade accounts payable will be settled in normal trade operations. 20. BANK OVERDRAFTS Nedbank Limited Namibia 21. CAPITAL COMMITMENTS Authorised by directors and contracted for Authorised by directors but not yet contracted for Total capital commitments This expenditure will be incurred in the ensuing year and will be financed from existing cash resources and available borrowing facilities. 4 262 10 812 10 812 4 156 2 645 8 674 11 319
96
5 878 2 448 2 250 56 10 632 6 182 2 000 9 8 191 6 682 6 682 7 223 7 223 7 808 7 808 20 312 60 848
6 002 3 656 4 303 130 14 091 5 468 1 467 53 6 988 5 964 5 964 6 049 6 049 6 533 6 533 27 177 66 802
23. CONTINGENT LIABILITIES, GUARANTEES AND LITIGATION The Group has certain contingent liabilities resulting from litigation and claims, generally involving commercial and employment matters, which are incidental to the ordinary conduct of its business. Management believes, after taking legal advice where appropriate on the probable outcome of these contingencies, that none of these contingencies will materially affect the financial position or the results of operations of the Group. Limited letters of support have been issued to the following entities within the Group: Wilderness Safaris Maputaland (Pty) Limited Sefofane Aircharters (Pty) Limited Safari Adventure Company (Pty) Limited Rocktail Bay Lodge (Pty) Limited Wilderness Safaris Camps of South Africa (Pty) Limited
Namibia
Unlimited suretyship was signed by Kulala (Pty) Limited supported by N$1 500 000 first and second continuing covering mortgage bonds over farm Eensaam No 157, Maltahohe district in respect of Kulala (Pty) Limited. N$5 700 000 limited suretyship provided by Wilderness Safaris Investment and Finance (Pty) Limited. N$1 500 000 limited suretyship provided by Namib Travel Shop (Pty) Limited. Unlimited suretyship provided by Taimibia (Pty) Limited supported by N$3 000 000 first and second continuing mortgage bond over farm Witwater No 139. N$3 000 000 third general notarial bond over moveables in the name of Namib Lodge Company (Pty) Limited.
97
South Africa
Pafuri Camp assets are bonded by general notarial bond in favour of the Development Bank of South Africa. A pledge of R700 000 issued by Wilderness Manzengwena Camp (Pty) Limited in favour of Standard Bank of South Africa Limited. The Group has issued guarantees to various entities amounting to R2,9 million. Subordinated loans are reflected in note 6 of the Company financial statements. 2010 R000 24. RELATED PARTY TRANSACTIONS Sales and purchases between Group companies are concluded at arms length in the ordinary course of business. For the year ended 28 February 2010, the intergroup sales of goods and provision of services amounted to R77 million (2009: R123 million). Sales (outside group) Key management personnel compensation: Short-term employee benefits Included in accounts receivable: Associates Common controlled entities 17 322 20 288 1 456 2 536 3 992 Included in accounts payable: Associates Common controlled entities 7 688 4 798 12 486 25. CASH GENERATED FROM OPERATIONS Profit before taxation Adjustments for: Unrealised foreign exchange losses Other non-cash items Share of equity-accounted investment earnings Depreciation and amortisation Loss on disposal of property, plant and equipment Interest received Financing costs Income of discontinuing operations Goodwill impairment Revaluation of aircraft below original cost Operating profit before working capital changes Working capital changes: Increase in inventories Decrease in trade and other receivables and prepayments Decrease in trade and other payables 21 593 7 197 (1 466) 24 410 680 (1 380) 3 961 1 047 56 042 (1 024) 15 752 (10 663) 60 107 26. TAXATION PAID Amounts unpaid at beginning of year Amounts charged to the income statement excluding deferred tax Other movements and translation differences Amount unpaid at end of year 2 911 (9 733) (3 906) (10 728) 18 961 24 656 700 4 265 4 965 13 550 9 274 22 824 23 022 14 339 (8 318) (667) 22 829 434 (4 475) 5 542 (191) 832 53 347 (793) 45 323 (52 847) 45 030 (6 886) (11 653) (329) (2 911) (21 779) 2009 R000
98
12 678 20 502 14 124 7 368 723 1 893 (29 557) (329) (3 451) (2 791) 4 196 12 678
28. ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT Maintenance of operations: Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress
29. CASH AND CASH EQUIVALENTS AT END OF YEAR Cash resources Bank overdrafts
30. FINANCIAL INSTRUMENTS Financial risk management The Groups activities expose it to a variety of financial risks: market risk (including currency risk, fair value and cash flow interest rate risk and price risk), credit risk and liquidity. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Groups financial performance. Risk management is carried out by a central treasury department under policies approved by the Board of Directors. The Group identifies, evaluates and hedges financial risks in close co-operation with the Groups operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk and interest rate risk. Financial instruments Financial instruments carried on the statement of financial position include cash and bank balances, investments, loans, receivables, trade creditors and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.
Credit risk
The financial assets of the Group which are subject to credit risk consist mainly of cash resources, loans and debtors. The cash resources are placed with reputable financial institutions. The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. The Groups policy is to deal only with creditworthy counterparties. The majority of the Groups receivables are comprised of related parties. The Groups management considers that all the above financial assets that are not impaired for each of the reporting dates under review are good credit quality, including those that are past due. None of the Groups financial assets are secured by collateral or other credit enhancements. Credit quality of counterparties are determined based on independent external credit ratings where these are available. Where no independent external credit ratings are available, management makes an internal assessment of credit quality based on factors such as analyses of the counterparties operations, major assets held, as well as past history of the Groups business transactions with the counterparties.
99
Market risk
Foreign currency exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entitys functional currency. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Groups foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. The following table illustrates the sensitivity of the net result for the year and equity in regard to the Groups financial assets and liabilities and the US Dollar/Rand exchange rate. It assumes a 5% change of the US Dollar/Rand exchange rate for the year ended at 28 February 2010 (2009: 5%). These percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Groups foreign currency financial instruments held at each balance sheet date. If the Rand had strengthened against the US Dollar by 5% (2009: 5%), then this would have had the following impact: 2010 2009 R000 R000 Loss/(gain) Loss/(gain) Net effect on after tax profits Equity An equal and opposite impact would occur in a 5% weakening of the Rand against the US Dollar. Cash flow and fair value interest rate risk The Groups income and operating cash flows are substantially independent of changes in market interest rates. The Groups interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Fluctuations in interest rate impact on the value of short-term cash investment and financing activities, giving rise to interest rate risk. The cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimising risks. A 0,5% variation in interest rates on net interest bearing borrowings would have resulted in an increase in finance costs of R398 458 (2009: R253 958) for the Group with no effect on the Company. Price risk The Group does not have any exposure to security price risk. (790) 790 (404) 404
100
38 320 66 248 104 568 46 447 42 904 89 351 Fair value R000
2010 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities
2009 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities
101
Tour operating and destination management Lodge operations Air and road Holding company and asset financing Camp, lodge and safari explorations 2010 R000 130 809 25 008 87 374 5 657 12 770 20 253 14 400 5 853 (17 365) 2 888 2 888 142 (2 997) 33 819 852 852 213 102 172 944 40 158 2009 R000 130 639 30 221 78 599 5 112 16 707 7 488 10 249 (2 761) (15 591) (8 103) (132) (8 235) 65 (4 382) (12 552) (3 431) (15 983) (191) (16 174) 222 389 178 267 44 122
Safari consulting 2010 R000 Abridged statement of comprehensive income Revenue Namibia External Internal South Africa External Internal EBITDA Namibia South Africa Depreciation and amortisation Operating profit/(loss) before goodwill impairment Goodwill impairment Operating profit/(loss) Interest received Financing costs Share of associate company earnings Profit/(loss) before taxation Taxation Profit/(loss) after taxation continuing operations Loss after taxation discontinuing operations Profit/(loss) after taxation Gross assets Namibia South Africa 888 855 176 402 42 960 653 145 16 348 23 500 10 639 12 861 (3 347) 20 153 20 153 727 (462) 20 418 (9 935) 10 483 10 483 219 292 67 167 152 125 2009 R000 1 102 478 188 517 47 605 847 440 18 916 33 895 26 437 7 458 (3 618) 30 277 30 277 4 487 (234) 34 530 (11 151) 23 379 23 379 240 616 94 516 146 100
102
Transfer and touring 2010 R000 69 269 12 451 32 863 15 400 8 555 4 760 3 836 924 (2 593) 2 167 2 167 135 (502) 1 800 (598) 1 202 1 202 24 880 20 906 3 974 2009 R000 74 690 13 146 35 862 11 840 13 842 1 108 758 350 (2 865) (1 757) (1 757) 113 (507) (2 151) 2 249 98 98 30 632 24 818 5 814
Finance and asset management 2010 R000 5 436 2 632 2 804 (1 395) (1 395) (1 105) (2 500) (2 500) 376 1 466 (658) (1 558) (2 216) (2 216) 82 150 82 150 2009 R000 5 599 2 795 2 804 4 592 4 592 (755) 3 837 (700) 3 137 (190) (419) 667 3 195 (1 649) 1 546 1 546 92 271 92 271
Intergroup eliminations 2010 R000 (203 674) 2009 R000 (214 335) 2010 R000 890 695 213 861 676 834 47 118 28 875 18 243 (24 410) 22 708 22 708 1 380 (3 961) 1 466 21 593 (11 272) 10 321 10 321 320 286 153 639 166 647
Total 2009 R000 1 099 071 231 884 867 187 47 083 37 444 9 639 (22 829) 24 254 (832) 23 422 4 475 (5 542) 667 23 022 (13 982) 9 040 (191) 8 849 330 689 161 138 169 551
(163 197)
(162 066)
103
104
105
106
107
121 19 140
Profit on disposal of investment Impairment of loans 2. TAXATION 2.1 Taxation charge Current taxation SA company taxation current year Deferred taxation current year (note 7) Total taxation charge 2.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Expenses disallowed for tax purposes Exempt income Effective taxation rate 3. INVESTMENT IN SUBSIDIARIES Shares at cost Represented by: The Namib Lodge Company (Pty) Limited Wilderness Safaris (Pty) Limited Wilderness Safaris Camps of South Africa (Pty) Limited* Safari Adventure Company (Pty) Limited* Sefofane Air (Pty) Limited
1 3 021
616 90 706 % 28,0 (119,2) (91,2) 39 510 R000 27 518 274 11 718 39 510
838 (90) 748 % 28,0 17,1 (42,8) 2,3 22 645 R000 10 653 274 11 718 22 645
A list of the companys subsidiaries are detailed on page 114. * Amounts less than thousands
108
French Mauve Properties (Pty) Limited denominated in rands, unsecured, bears interest at rates mutually agreed upon with no fixed repayment terms Total investment and loans in associates *Amounts less than thousands Name Desert Homestead Lodge (Pty) Limited French Mauve Properties (Pty) Limited Central African Wilderness Safaris (Pty) Limited 5. OTHER RECEIVABLES Due by acquirer The loans are denominated in Namibian dollars and are secured by the pledge of 140 000 A Class ordinary shares in the Namibian Lodge Company (Pty) Limited, repayable by October 2015 and bear interest at 1% below the Namibian prime commercial rate. 6. LOANS TO RELATED PARTIES Subsidiary companies Wilderness Safaris Camps of South Africa (Pty) Limited (note 6.1) Other group companies Namib Travel Shop (Pty) Limited (note 6.2) Wilderness Safaris Manzengwena (Pty) Limited (note 6.1) Pafuri Camp (Pty) Limited (note 6.1)* Wilderness Safaris Maputaland (Pty) Limited (note 6.1)* Banzi Safari Lodge (Pty) Limited Safari Adventure Company (Pty) Limited (note 6.1)* Rocktail Bay Lodge (Pty) Limited (note 6.1)* Impairment of loans Country of incorporation Namibia South Africa Malawi Nature of business Lodges and travel shop Property investment Lodge business
2 575 2 575
2 305 2 305
3 047 2 725 636 22 064 4 086 379 6 686 36 576 (32 834) 3 742
3 047 29 874 636 22 064 4 086 5 890 379 6 686 69 615 (35 703) 33 912 36 959
Non-current assets
6 789
*The amount due has been subordinated until such time as the assets of the entities, fairly valued, exceed its liabilities 6.1 Denominated in Rands, unsecured, interest free with no fixed terms of repayment. 6.2 Denominated in Rands, unsecured, bears interest at prime less 2% with no fixed repayment terms.
109
The unissued shares are under the control of the directors subject to receiving approval of 85% of the shareholders. 10. TRADE AND OTHER PAYABLES Trade payables related parties Accrued expenses and other payables 39 391 120 39 511 The carrying value of liabilities approximates their fair value. Trade accounts payable will be settled in normal trade operations. 11. RELATED PARTY TRANSACTIONS Included in trade payables Wilderness Safaris (Pty) Limited Sefofane Air (Pty) Limited (Namibia) 39 677 154 39 831
39 367 24 39 391
39 653 24 39 677
Directors and director related entities Included in trade and other receivables are amounts owing by directors and by entities controlled by directors as follows: Balance at beginning of year Amounts advanced Repayments Balance at end of year 275 (275)
110
111
B E B D B B B C C D D D C D
2 698 100 300 200 100 40 000 5 000 100 100 000 102 100 50 000 100 100
25,84 100,00 50,00 100,00 100,00 95,00 100,00 100,00 100,00 50,00 70,00 100,00 100,00 50,00
25,84 100,00 50,00 100,00 100,00 95,00 100,00 100,00 99,00 50,00 70,00 100,00 100,00 50,00
B B B C D D
500 000 20 000 000 5 000 000 5 000 000 500 5 000
C B D B B B B
12 000
100,00
100,00
19 600
20,00
20,00
6 700
20,00
20,00
112
F F F E F F
B B F F F F
113
100 100 466 000 100 100 100 100 100 000 2 000
B B B D B B B B A B A A B D B B C B
100 100 100 100 200 100 100 100 200 100 100 100 300 100 100 100 1 333 333
60,00 50,00 55,00 0,00 100,00 400 100,00 56,00 100,00 100,00 0,00 75,00 100,00 100,00 100,00 100,00 100,00 89,50
0,00 40,00 60,00 80,00 67,00 100,00 100,00 56,00 100,00 100,00 50,00 75,00 100,00 100,00 100,00 0,00 100,00 100,00
100 000
50,00
50,00
114
AGENDA
1. 2. 3. To read the notice convening the meeting. To receive and approve the audited financial statements for the year ended 28 February 2010. To elect the following directors, who are recommended by the board for election as directors: The retiring directors are eligible and offer themselves for re-election: 3.1 Derek de la Harpe (new appointment) 3.2 Russel Friedman (new appointment) 3.3 Rolf Hartmann (new appointment) 3.4 John Gnodde (new appointment) 3.5 John Hunt (new appointment) 3.5 Roux Marnitz (new appointment) 3.6 Andrew Payne (new appointment) 3.7 Robert Polet (new appointment) 3.9 Parks Tafa (new appointment) 3.10 Marcus Ter Haar (new appointment) 3.11 Gavin Tollman (new appointment) 3.12 Michael Tollman (new appointment) 3.13 David van Smeerdijk (new appointment) 3.14 Jochen Zeitz (new appointment) 4. 5. 6. 7. To approve the remuneration for the directors for the year ended 28 February 2010. To approve the remuneration of the auditors for the past financial year. To appoint auditors for the ensuing year and to fix their remuneration. To transact other such business as may be transacted at an Annual General Meeting.
115
Botswana
Transaction Management Services (Proprietary) Limited, trading as Corpserve Botswana First Floor, Unit 3, Block A Kwena House, Plot 117, GIFP Kgale View Gaborone, Botswana Tel: +267 393 2244 Fax: +267 393 2243
South Africa
Computershare Investor Services (Proprietary) Limited 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Republic of South Africa Tel: +27 11 370 5000 Fax: +27 11 688 7721/2
116
FORM OF PROXY
WILDERNESS HOLDINGS LIMITED Incorporated in Botswana (Registration number 2004/2986) Registered as an external company in South Africa (Registration number 2009/022894/10) Share code: WIL ISIN: BW0000000868 (Wilderness or the Company) Only for use by shareholders of Wilderness shares in certificated or dematerialised own name registered form. Other dematerialised shareholders must inform their CSDP or broker of their intention to attend the annual general meeting to be held at Grand Palm Conference Centre, Bonnington Farm, Molepolole Road, Gaborone, Botswana on Tuesday, 31 August 2010 at 11:00 am, in order that the CSDP or broker may issue them with the necessary Letters of Representation to attend, or provide the CSDP or broker with their voting instructions should they not wish to attend the annual general meeting in person. I/We of Telephone (work) (area code and number) being a shareholder of Wilderness and holder of 1. Telephone (home) (area code and number) number of ordinary shares, hereby appoint or failing him/her (Full name in BLOCK LETTERS please) (address)
2. or failing him/her the Chairman of the annual general meeting as my/our proxy to attend, speak out and, on a poll, vote for me/us and on my/our behalf at the annual general meeting of the Company to be held in Gaborone on Tuesday, 31 August 2010 at 11:00 am and at any adjournment thereof for the purpose of considering, and if deemed fit, passing with or without modification, the resolutions and/or abstain from voting as indicated on the resolution to be considered at the said meeting. FOR 1. To take notice convening the meeting as read 2. To adopt the audited annual financial statements for the year ended 28 February 2010 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 To re-elect Derek de la Harpe as a director of the Company To re-elect Russel Friedman as a director of the Company To re-elect Rolf Hartmann as a director of the Company To re-elect John Gnodde as a director of the Company To re-elect John Hunt as a director of the Company To re-elect Roux Marnitz as a director of the Company To re-elect Andrew Payne as a director of the Company To re-elect Robert Polet as a director of the Company To re-elect Parks Tafa as a director of the Company AGAINST ABSTAIN
3.10 To re-elect Marcus Ter Haar as a director of the Company 3.11 To re-elect Gavin Tollman as a director of the Company 3.12 To re-elect Michael Tollman as a director of the Company 3.13 To re-elect David van Smeerdijk as a director of the Company 3.14 To re-elect Jochen Zeitz as a director of the Company 4. To approve the remuneration for the directors for the year ended 28 February 2010 5. To approve the remuneration of the auditors for the past financial year 6. To appoint auditors for the ensuing year and to fix their remuneration Please indicate with an X in the spaces above how you wish your votes to be cast. If no indication is given the proxy will vote or abstain at his/her discretion. Any member of the Company entitled to attend and vote at the Annual General Meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. Every person present and entitled to vote at the Annual General Meeting shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote. Please read the notes and instructions applying on the reverse hereof. Signed at Name (Name in BLOCK LETTERS please) Assisted by me Full names of signatory/ies if signing in a representative capacity on Signature 2010
2. Please insert an X in the relevant spaces according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in Wilderness, insert the number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit in respect of all the shareholders votes exercisable thereat. A Wilderness shareholder or his/her proxy is not obliged to use all the votes exercisable by the Wilderness share holder or by his/her proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the total of the votes exercisable by the shareholder or by his/her proxy. 3. The date must be filled in on this proxy form when it is signed. 4. The completion and lodging of this form of proxy will not preclude the relevant Wilderness shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof. Where there are joint holders of shares, the vote of the senior joint holder who tenders a vote, as determined by the order in which the names appear in the register of members, will be accepted. 5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the transfer secretaries or waived by the Chairman of the annual general meeting of Wilderness shareholders. 6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies. 7. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by transfer secretaries. 8. Forms of proxy must be received by the transfer secretaries, Transaction Management Services (Proprietary) Limited, trading as Corpserve Botswana, First Floor, Unit 3, Block A, Kwena House, Plot 117, GIFP, Kgale View, Gaborone, Botswana (Private Bag 149, Suite 117 Postnet, Kgale View, Gaborone) or Computershare Investor Services (Proprietary) Limited at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) not more than 48 hours and not less than 24 hours before the meeting. 9. The Chairman of the annual general meeting may reject or, provided that the Chairman is satisfied as to the manner in which a member wishes to vote, accept any form of proxy, in his absolute discretion, which is completed other than in accordance with these notes. 10. If required, additional forms of proxy are available from the transfer secretaries. 11. Wilderness shareholders who are unable to attend any adjourned meeting may lodge their form of proxy for such adjourned meeting with the Company not more than 48 hours and not less than 24 hours before the adjourned meeting. 12. Dematerialised shareholders, other than with own name registration, must NOT complete this form of proxy and must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP or broker.
CORPORATE INFORMATION
Incorporated in the Republic of Botswana Registration number 2004/2986 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 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
Disclaimer Statements in this report include forward-looking statements that express or imply expectations of future events or results. Information statements contained in this annual report that are not historical facts are considered forward-looking statements. Although Wilderness believes that the assumptions inherent in the forward-looking statements are reasonable, investors are cautioned that forward-looking information is subject to various risks and uncertainties, many of which are difficult to predict and beyond the control of Wilderness. Undue reliance should therefore not be placed on these forward-looking statements, which only apply as of the date of this report. Wilderness disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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 Deloitte & Touche Building 1 The Woodlands Woodlands Drive Woodmead, 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
w w w. w i l d e r n e s s - g r o u p . c o m