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CONTENTS
We are in the businessof building sustainable
conservation economies
ABOUT THIS REPORT
Financial highlights 1
Group at a glance 2
Our business 3Board 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 andFinance (Proprietary) Limited
annual financial statements 81
Notice of annual general meeting 115
Form of proxy Inserted
Corporate information Inside back cover
This annual report provides an overview of key highlights
and Company performance throughout the year. It
includes a review of the years activities and business
performance from the Chairman and CEO. It also contains
the Groups Corporate Governance report, Sustainability
report, Consolidated Pro Forma Group results and the
audited accounts of Wilderness Holdings Limited and
Wilderness Safaris Investment and Finance (Pty) Limited.
The Company was listed on the Botswana Stock Exchange
and the Africa Board of the JSE Limited as a secondary
listing on 8 April 2010. Simultaneously the Company
was restructured and, as a result, Wilderness Safaris
Investment and Finance (Pty) Limited became a wholly
owned subsidiary of Wilderness Holdings Limited. The
pro forma consolidated financial results have been
prepared to illustrate the effect of the restructuring as if
the transaction occurred on 1 March 2009 and should be
reviewed in conjunction with the independent reporting
accountants report thereon.
ANNUAL REPORT2010
w w w . w i l d e r n e s s - g r o u p . c o m
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Wilderness Holdings Limited Annual Report 2010 1
PRO FORMA FINANCIAL HIGHLIGHTS
EBITDA up 9% on 2009 and 18% against forecast
GP% up from44% to 48%
Normalised fixed costs down 13%
Cash generation from operations P131 million, net cash position at
year end P64 million
PAT up from loss of P5 million to profit ofP48 million
Revenue P868 million, down12% on 2009 and 8% against forecast
HEPS 20.44* thebe per share
0
200 000
400 000
600 000
800 000
1 000 000
1 200 000
1110090807
0
30 000
60 000
90 000
120 000
150 000
1110090807
0
50
10 0
15 0
20 0
1110090807
Revenue bridge
(Pm)
Operating profit bridge
(Pm)
Headline earnings per share
(thebe)
*Based on 231 000 000 shares in issue as at 8 April 2010
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South Africa
Botswana
Zimbabwe
Malawi
Zambia
Namibia
GROUP AT A GLANCE
AFRICAN FOOTPRINT
Our business has influence over7,1 million acres of land, in 8 of11biomes
in southern Africa, located in 7 countries operating and/or marketing73 destinations underthree brands.
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 LedibaWilderness Tented Camp
Moremi Tented Camp
Kwetsani
Jao
Jacana
Tubu Tree
Abu Camp
Seba
Selinda
Zarafa
Kalahari PlainsLinyanti Adventurer
Linyanti Discoverer
Khwai Adventurer
Khwai Discoverer
Selinda Canoe Trail
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
LianshuluLianshulu Bush Lodge
Desert Homestead
Skeleton Coast Research Camp
MalawiMvuu Wilderness Lodge
Mvuu Camp
Mumbo Island Camp
Chintheche Inn
Chelinda Lodge
Chelinda Camp
Seychelles
North Island
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
Zimbabwe
Makalolo Plains
Little Makalolo
Davisons
Ruckomechi
Linkwasha
Mana Canoe Trail
Seychelles
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Wilderness Holdings Limited Annual Report 2010 3
OUR BUSINESS
WHAT DO WE DO? HOW DO WE DO IT? WHY DO WE DO IT?
In our TOURISM operation:
In our CONSERVATION operation:
In ourAWARENESS initiative:
to build a thriving, successfulbusiness
we believe that doing
good creates value for the
business
we aim to be positioned as
the leader in sustainable
tourism
we offer journeys andexperiences for globally caring
travellers
we conserve biodiversity and
carbon sinks and engage
community partners
we present Wilderness both
internally and externally
through vertically integrated productofferings;
through relationship-basedmarket strategies;
through service-orientated salesprogrammes
through caring for, educating andempowering people;
through investing in technologies to
ensure our operational sustainability;
through inventory research, relocationand rehabilitation to improve biodiversityconservation
as a thriving, successful business;
as a business which believes that doinggood creates value for our stakeholders;
as a business that is prepared to share itslearnings
We are in the business
of building sustainableconservation economies
all with thevision of making a difference to peoples lives, by enabling them to
find new paths, and leaving a legacy of conservation for our children
as we believe the
worlds wilderness areaswill save humankind
Through experience
based tourism
we show
Through our
conservation efforts
we care
Through build ing
awareness
we share
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BOARD OF DIRECTORS
EXECUTIVE DIRECTORS
Russel Friedman (58)Executive DirectorAppointed: 8 April 2010
Russel joined and became a director of Wilderness Groupcompanies in 1984. During this time he owned and manageda natural history mail order bookshop and publishing house.Russel was a founding member of the Vulture Study Group andhas continued to develop his natural history interests while at thesame time being an integral part of the Wilderness managementteam. Russel is a member of the Executive Committee of
Wilderness Safaris and is responsible for North Americaninternational marketing, insurance and the ecological andconservation divisions within Wilderness. He is a trustee of theWilderness Safaris Wildlife Trust.
Derek de la Harpe (50)Chief Financial Officer anda member of the Risk andSustainability CommitteesAppointed: 8 April 2010
Derek is a Chartered Accountant (Zimbabwe) with thirty yearsexperience in southern and eastern Africa. He spent eighteenyears with the then Price Waterhouse, the last eight as thepartner in charge of the firms practice specialising in tourism andenvironmental consulting. He then spent eight years as the CEOof The Malilangwe Trust, a Zimbabwean NGO working in wildlifeconservation and rural development, and with a high profiletourism operation. He has spent the last four years workingas a management consultant in southern and eastern Africa,south-east Asia and central America, specialising in the tourismdevelopment and wildlife conservation interface.
Andrew Payne (45)Chief Executive Officer anda member of the Risk andSustainability CommitteesAppointed: 8 April 2010
Andy was educated at the University of Cape Town where hequalified as a Chartered Accountant. He joined Wilderness in1994 after having worked with the Company in Botswana forthe previous year. When Andy joined the Company, his role wasto grow Wilderness in southern Africa. This transformation sawWilderness move from primarily being a company focused onexploration-orientated trips to one which was more focused onvertically-integrated operations, owning booking offices, transfercompanies and camps. Andy took over from Malcolm McCullochas CEO of Wilderness in 2007.
David van Smeerdijk
(45)Sales and MarketingDirectorAppointed: 8 April 2010
David has a Bachelor of Economics and an MBA through theMaastricht School of Management (Netherlands). David startedworking in Australia for a travel company in sales, and has workedfor over 20 years in the safari and travel industry. He joinedWilderness in 1992, spent seven years in Botswana as guideand general manager, moving to Namibia in 1999 to take up theposition of managing director of Wilderness Safaris Namibia. In
late 2006 he took up the position of Sales and Marketing Directorof Wilderness.
Keith Vincent (47)Chief Operations DirectorAppointed: 18 August 2005
Keith was educated in Zimbabwe, where he developed a love for the outdoors and natural history
of the country. He became a professional guide, working throughout the country for various safaricompanies, before settling in Victoria Falls in 1984. Keith has been in the safari industry since 1980,working throughout southern Africa, and is currently the Vice Chairman of the Botswana TourismBoard. Keith has been involved with the Wilderness Group since 1993.
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NON-EXECUTIVE DIRECTORS
John Gnodde (45)Independent Non-executiveDirectorAppointed: 8 April 2010
John became a director of Wilderness Safaris Investment and Finance(Pty) Limited in March 2005. He is an executive director of Brait andCEO of Braits private equity business. He has overall responsibility forBraits private equity funds, having previously led the managementof each of Brait I, Brait II and Brait III. John joined Brait in 1995 andhas been responsible for investments in consumer products,construction, pharmaceutical manufacture, beverages, resources,mobile telecommunications and recruitment outsourcing, amongothers. He has been a non-executive director of over 20 companies,listed and unlisted. Prior to joining Brait, John worked for GoldmanSachs International in London for six years where he served in theinvestment banking division. He is a graduate of the University ofCape Town where he completed a degree in commerce.
Rolf Hartmann (36)Independent Non-executive
Director, Chairman ofthe Audit and the RiskCommittees and a memberof the Remuneration andNomination CommitteeAppointed: 8 April 2010
Rolf became a director of Wilderness Safaris Investment and Finance(Pty) Limited in January 2007. He is a director of Braits private equitybusiness. Rolf joined Brait in 2003 and his current responsibilitiesinclude transaction execution and support activities with executiveresponsibility for investments in tourism and food processing,among other matters. He is a non-executive director of Kelly GroupLimited, a company listed on the JSE, as well as several unlisted
companies. Rolf is a Chartered Accountant, and previously workedin corporate finance in London, after qualifying at Deloitte. Rolf is agraduate of the University of the Witwatersrand where he completeda Bachelor of Commerce (Honours) degree.
John Hunt (55)Independent Non-executiveDirector and a member of theSustainability CommitteeAppointed: 8 April 2010
John co-founded the advertising group Hunt Lascaris in 1983.In 1996, a majority share was sold to TBWA and he becameco-Chairman. In 2003, John moved to New York to assume the roleof Worldwide Creative Director for TBWA. In 2006 he returned toSouth Africa where he continues in the same capacity. John is anExecutive Committee member of TBWA Worldwide.
Roux Marnitz (64)Independent Non-executive Directorand a member of the Remunerationand Nomination CommitteesAppointed: 8 April 2010
Roux studied engineering at the University of Pretoria where he graduated in 1967. In 1970 he was awarded
an MBA by the same university and obtained the BProc degree from UNISA in 1976. He also holds anAirline Transport Pilots Licence. Roux is the former chairman of the JSE-listed IT group, Comparex HoldingsLimited, former chairman of the Execujet Aviation Group, former Member of the Council of the University ofPretoria and is presently a director of private investment companies in Botswana and Namibia.
Malcolm McCulloch (56)Non-executive ChairmanAppointed: 18 August 2005
Malcolm is a Chartered Accountant who studied at theUniversity of Cape Town, and subsequently completed anAdvanced Management Programme at Wharton, the Universityof Pennsylvania, USA. Malcolm is a non-executive director ofWilson Bayly Holmes-Ovcon Limited and Deputy Chairman ofKelly Group Limited, both of which are listed on the JSE. He isalso the Chairman of Capital Africa Steel (Pty) Limited. Malcolmhas been involved with the Wilderness Group since 1992.
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BOARD OF DIRECTORS
NON-EXECUTIVE DIRECTORS
Robert Polet (54)Non-executive DirectorAppointed: 8 April 2010
Robert is Chief Executive Officer and Chairman of the ManagementBoard of Gucci Group. He joined Gucci Group in 2004 aftera 26-year career at Unilever, bringing with him considerableglobal management experience and a deep knowledge of thedevelopment of consumer brands in a multicultural environment.
Parks Tafa (42)Independent Non-executiveDirectorAppointed: 8 April 2010
Parks is a law graduate from the University of Botswana andhas been practising as an attorney (Independent) in Gaborone,Botswana since November 1991. He is a Botswana SeniorPartner at Collins Newman & Co law firm and is currently theNon-executive Chairman of Stanbic Bank Limited, LibertyLife Holdings and Stanbic Investment Management Services(SIMS). He is an Attorney, Conveyancer and Notary Public ofthe High Court of Botswana since November 1991.
Marcus Ter Haar (31)Independent Non-executiveDirector and a member ofthe Audit CommitteeAppointed: 8 April 2010
Marcus studied Economic Development at the Botswana CentreUniversity of East Anglia, in UK, and obtained a Masters degreein International Relations at the University of Reading, UK. Marcusthen went on to join De Beers on a Botswana graduate developmentprogramme. In 2004 Marcus became the Executive Assistantto the Director of the De Beers Group. After a short secondmentwith Rothschild Investment Bank in 2007, Marcus then moved to
Botswana where he currently works for Debswana as the GroupManager for Business Development. Marcus also serves on theBoard of Trustees for the Lady Khama Charitable Trust.
Gavin Tollman (46)Non-executive DirectorAppointed: 8 April 2010
Gavin Tollman has had a far-reaching executive career in the travelindustry. This has included managing both hotel companies andUnited Kingdom tour operators over the last 22 years, whichhave received various industry awards and recognition. He iscurrently the CEO of Trafalgar Tours, the worlds largest escortedtours operator, with product on six continents. At the companyhe has developed industry leading marketing, e-strategy and
product delivery initiatives. He is also a senior executive of theTravel Corporation responsible for the companys southern africaassets as well as the Managing Director of Worlds Leading TravelCompanies Limited where he oversees their United Kingdomdirect sell division. He is also a director of Cullinan HoldingsLimited. He holds a Bachelor of Science Degree in Finance fromThe American University, Washington DC.
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Michael Tollman (47)Independent Non-executive Director anda member of the Audit,Risk, Remuneration andNomination CommitteesAppointed: 8 April 2010
Michael became a director of Wilderness Safaris Investmentand Finance (Pty) Limited in 2005. He has extensive experiencein the travel and leisure industry worldwide. He has knowledgeand experience in the areas of finance, travel, mergers andacquisitions. He served as Non-executive Chairman for CullinanHoldings Limited since 17 June 2008 and was appointed asExecutive Chairman of the Board of Cullinan Holdings with effectfrom 19 March 2009. He holds a Bachelor of Commerce degreeand is a South African Chartered Accountant.
Jochen Zeitz (47)Non-executive Directorand Chairman of theSustainability CommitteeAppointed: 8 April 2010
Jochen is Chairman and Chief Executive Officer of Puma AG. Afterbeginning his professional career with Colgate-Palmolive inNew York and Hamburg, he joined Puma in 1990. In 1993 he wasappointed CEO and Chairman of the Board of Management. He hasalso been a member of the Board of Directors of Harley Davidsonsince 2007. Jochen discovered his interest in the African continentmany years ago. He speaks six languages, including Swahili. In 2008,he founded the Zeitz Foundation for Intercultural Ecosphere Safetyto support creative and innovative sustainable projects that balanceconservation, community development, culture, and commerce,promoting an inclusive, holistic paradigm of conservation thatenhances livelihoods and fosters intercultural dialogue.
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nearly as credible or as resilient to the worlds inevitable financial
cycles. This is something of which we are sincerely proud.
Along the way many likeminded wildlife people have joined
us to build a successful safari business, delivering a unique
experience for guests and strong returns for shareholders and
stakeholders, while ensuring that southern Africas pristinewilderness areas remain sustainably and profitably conserved.
With our listing on the BSE and JSE we are delighted to welcome
our new shareholders.
The listing of the Wilderness Group is an opportunity for us
to reposition the Group, and showcase in a transparent way a
business model that is founded on the principle of a sustainable
conservation economy. We at Wilderness believe we can do well
by doing good. Our listing has been followed by respectable
results with an EBITDA of Pula 115 million, an improvement on the
previous year in spite of the fact that revenues decreased slightly.
Wilderness is positioned in the niche ecotourism sector, one
that has enjoyed growth ahead of the broader tourism category.
Within these cycles we remain confident that this sector will
continue to show growth.
History and current structure of the business
Wilderness began operating 26 years ago and has focused
its operations on safaris in wild, pristine and remote areas.
Operations began initially within Botswana and then spread into
the rest of southern Africa and the Seychelles. Over time, the
business has evolved into a specialist luxury safari operation with
70 different safari camps and lodges in seven SADC countries,
hosting in excess of 25 000 guests per annum.
More than 26 years ago the founders of Wilderness fell in love with
the remote and wild places in Africa. Realising that the human impact
on these areas was indicative of a lack of care and understanding,
it became imperative that they and the wildlife within them be
conserved. Thus, the Company began with a single, simple idea: to
conserve these places by enabling people to visit them and earn a
return for the business and its employees at the same time. This wasnot a grand or complex idea but certainly an important one.
Wilderness started off by offering journeys and experiences to
discerning globally caring travellers. This concept developed
and broadened over the years so that today, Wilderness is in
the business of building sustainable conservation economies,
achieved through the employment of a responsible tourism model.
At Wilderness we believe that this is our single most significant
achievement to date: to have built a financially viable business
model that does not compromise our environmental principles.
In this way we have provided an alternate land use for Africas
wild areas, one that does not exhaust natural resources, does not
marginalise local communities and does not export its earnings.
Rather, our responsible ecotourism business is one that has
enhanced biodiversity conservation, engaged and uplifted rural
communities, partnered with governments, added a real viability to
Africas protected areas and had a net positive impact on the world.
It is important that we have been able to do this while showing a
return for our shareholders, something that in early 2010 enabled
us to take the company public and list it on the Botswana Stock
Exchange with a simultaneous inward listing on the Africa Board
of the JSE Limited. Without the financial robustness of a viable
business model, our approach to African conservation would not be
CHAIRMANS REPORT
We believe fully in our vision and
business model. We believe wedo contribute meaningfully to
conservation and that we are able
to build sustainable conservation
economies.
Malcolm McCulloch Chairman
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The Wilderness model
The Wilderness business model is vertically integrated and
consists of the following businesses within the value chain:
Safari consulting (tour operating and destination management);
Transfer and touring (air and road);
Camp, lodge and safari exploration operations; and
Finance and asset management.
These Group components integrate seamlessly, supporting the
three strategic pillars of the Wilderness business, being:
Tourism;
Conservation; and
Awareness.
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
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 ourbusiness 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.
Malcolm McCulloch
Chairman
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compromising on guest experience or facility maintenance.
This resulted in a 4% increase in its gross profit percentage over
the previous year. It also reduced its fixed cost base by 13%
compared to the prior year.
The impact of reduced demand was exacerbated by the rand
and pula strength against the Groups main source currencies(approximately 55% of Group revenue is booked in dollars),
which resulted in revenues of P868 million for the year, 12%
below that of the prior year.
Nevertheless, the Group still managed to post a profit for the
year of P48 million and EBITDA improved by 9% over the previous
year to P115 million. The Company also generated P131 million of
cash from its operations and, as a result, its net cash position
improved from P39 million to P64 million.
The results for the year are substantially in line with the profitforecast in the IPO prospectus, the difference being attributable
largely to the continued strength of the pula and the rand.
Building profitable conservation economies
Wilderness is first and foremost a conservation organisation
and ecotourism company dedicated to responsible tourism
throughout the areas in which it operates in southern Africa.
Its goal is to share these wild areas with guests from all over
the world, while at the same time helping to ensure the future
conservation of Africas spectacular wildlife heritage, sharing the
benefits of tourism with local communities.
The Company believes that its conservation philosophy is a
key differentiator in a market where responsible tourism has
The year under review was a busy one in which Wilderness
made substantial advances on the strategic as well as operational
fronts. Highlights of the year include:
The successful listing of the Company on the Botswana
Securities Exchange and a simultaneous secondary listing on
the Africa Board of the JSE Limited.
A robust financial performance in its maiden year end resultsdespite difficult market conditions caused by the global recession.
The right-sizing of the business and prudent expenditure
discipline which contributed to reducing the Companys fixed
cost base by 13% over the prior year while improving its gross
profit percentage from 44% to 48%.
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
CHIEF EXECUTIVE OFFICERS REPORT
Wilderness is first and foremost
a conservation organisation andecotourism company dedicated to
responsible tourism throughout
the areas in which it operates in
southern Africa.
Andy Payne Chief Executive Officer
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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 localdestination 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.
Wilderness and its people
As important as its conservation philosophy are the people
who contribute to the Companys success. More than 85% of
the Companys staff complement comprises locals from thecommunities neighbouring the reserves and concession areas in
which it hosts its guests. As such they are inextricably linked to
the camps where they work and hold a stake in the conservation
of the surrounding wilderness.
The quality of the experience the Companys people provide
its guests is a critical competitive advantage and, as such, the
Company invests substantially in their growth and development.
Extensive training and mentoring programmes enable the
transfer of hospitality skills, improving the level of service at the
Companys camps.
The tough trading environment in which the Company operated
has also had a galvanising effect on the Groups people and has
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 expectsoccupancies 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.
Andy Payne
Chief Executive
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CORPORATE GOVERNANCE
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 theinternal 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.
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 acumento 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 consideringthe 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.
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).
Compliance with the BSE code of CorporateGovernance 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 andremains 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.
Directors responsibility for the annual financialstatements
The directors accept ultimate responsibility for the preparation
of the financial statements and related financial information that
fairly represent the state of affairs and the results of the Group.
The annual financial statements as set out in this report have
been prepared in conformity with International Financial
Reporting Standards and are based on appropriate accounting
policies which have been consistently applied and which are
supported by reasonable and prudent judgement and estimates.
Accountability and control
The board recognises its responsibility to retain full and effective
control over the Group.
The board has created a Risk Committee dedicated to monitoring
the risk management process. This committee reports to the
board on the likelihood and impact of risk materialising, as well
as mitigation initiatives and their effectiveness.
Furthermore, to enable the directors to meet their responsibilities,
management sets standards and implements systems of internal
control aimed at reducing the risk of error, fraud or loss in a cost
effective manner. These controls include the proper delegation
of responsibilities within a clearly defined framework, effective
accounting procedures and adequate segregation of duties.
The controls are monitored throughout the Company, and
all employees are required to maintain the highest ethical
standards in ensuring that the Companys business practices are
conducted in a manner which is in all reasonable circumstances
beyond reproach.
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Wilderness Holdings Limited Annual Report 2010 13
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 ofdirectors 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
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
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 thecommittee 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 theirindependence 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.
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.
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Wilderness Holdings Limited Annual Report 201014
CORPORATE GOVERNANCE CONTINUED
Risk management
The board is in the process of establishing and implementing
a framework to regularly review all strategic risks impactingthe 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.
Internal audit
Internal audit is an independent appraisal function whichexamines 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.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee currently consists
of the following non-executive directors:
Malcolm McCulloch (Chairman)
Rolf Hartmann
Michael Tollman
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 chief executive officer and
chief financial officer may be invited to attend these meetings,
but they may not take any part in decisions regarding their own
remuneration.
The committee is responsible for making recommendations to
the board on the Groups framework for executive remuneration
and to determine specific remuneration packages for each
of the executive directors and certain senior managers of
the Group. The committee is also responsible for the Groups
remuneration policies.
The chairman of the committee will be available at the Annual
General Meeting to answer questions about the committees
work.
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.
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.
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Wilderness Holdings Limited Annual Report 2010 15
Management reporting
The Group has established management reporting disciplines
which include the preparation of annual budgets by operatingentities. 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.
Organisational integrity and ethics
The Group operates on the basis of decentralised management
across numerous countries. All employees are required to
maintain the highest level of ethical standards in ensuring that
the Groups business practices are conducted in a manner that,
in all circumstances, is above reproach. The directors believe that
the required ethical standards have been met during the year
under review.
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.
Investor relations and shareholdercommunication
The Company is committed to providing timely, transparentand full disclosure to all its stakeholders on both financial and
non-financial matters.
The Group intends to maintain a dialogue with its institutional
shareholders via a planned programme of communications
headed by the chief executive officer and the chief financial
officer, together with nominated investor relations management.
These activities include regular meetings and presentations to
analysts, institutional investors and the media in Botswana and
South Africa, as well as meeting twice a year with institutional
investors after the release of the Groups interim and final results.
The Groups website (www.wilderness-group.com) provides
current and historical financial and other information on the
Group including formal announcements and presentations.
Shareowners and their appointed representatives are encouraged
to attend the Companys Annual General Meeting, to vote on
the resolutions placed before the meeting and to conduct
relevant discussions with the Groups directors. As noted above,
the chairmen of the Audit and Remuneration and Nomination
Committees attend the Annual General Meeting and are availableto answer questions on the activities of the committees.
Going concern
The directors assessment of the Group as a going concern is set
out on page 45.
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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 ourcamp 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 anti-
poaching), 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.
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Wilderness Holdings Limited Annual Report 2010 17
Mean monthly income of community members in areas adjacent
to Wilderness camps, 2009
0
50
100
150
200
250
300
350
(US$) employed
(US$) unemployed
Botswana Malawi Namibia
0
20
40
60
80
100
Botswana Malawi Namibia
employed
unemployed
Is conservationimportant?
Comparison of staff and community members attitudes towards
conservation, 2009
Numbers of rural children hosted on week-long Children in the Wilderness (CITW) camps, 2001-2009
2002 2003 2004 2005 2006 2007 2008 2009
Botswana Namibia Malawi South Africa Seychelles Zambia Zimbabwe Total Trend-total numbers
2001
0
100
200
300
400
500
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SUSTAINABILITY REPORTCONTINUED
Within the 3 Cs described above, perhaps the most important
highlights of the 2009/10 year are as follows:
Conservation (operational sustainability):
The opening of the new Kalahari Plains camp in the Central
Kalahari Game Reserve, Botswana, the first camp owned and
operated by Wilderness that is entirely powered by renewable
energy (photovoltaic solar panels; solar water heaters).
This camp marks the culmination of a process that has evolved
over the past three to four years to increasingly lighten the
carbon footprint of our camp operations.
Conservation (biodiversity conservation):
The securing of the Chelinda Concession in Nyika National Park,
Malawi, a strategic move which allowed the extension of the
Wilderness brand of sustainability to the conservation of this
unique grassland ecosystem. With our expansion into this new
biome (Afro-montane) we expanded the Wilderness biodiversity
footprint from seven biomes to eight, a move that has resulted
in our ability to aid the conservation of significantly more
biodiversity. Some 90 bird species, 27 mammal species and
13 amphibian species that occur in Nyika do not for example
occur in any of the other Wilderness areas. This equates to
a 14% increase in bird diversity, a 13% increase in mammal
diversity and a 33% increase in amphibian diversity in terms of
the species for which Wilderness aids conservation.
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.
Wherever possible, all staff in each
camp are employed from the
respective community.
Namib Desert 44%
Dry Woodland (mopane) 34%
Afro-montane 4%
Karoo Shrubland 12%
Moist woodland (miombo) 3%
Kalahari Savannah 2%
Forest 1%
Indian Ocean Island 0.5%
Proportional composition of Wilderness traversing areaby biome (hectares), FY 2009/10
Proportional composition of Wilderness traversing area by biome,
FY 2009/10.
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19Wilderness Holdings Limited Annual Report 2010
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ANNUAL FINANCIAL STATEMENTS CONTENTS
Wilderness has developed
a powerful brand in theinternational 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
Wilderness Consolidated Financial Statements
Pro forma reporting accountants report 21
Preparation of the financial statements 23
Pro forma Group statement of
comprehensive income 24
Pro forma Group statement of
financial position 25
Pro forma abridged Group statement
of changes in equity 26
Pro forma abridged Group statement
of cash flows 27
Pro forma Group segmental analysis 28
Determination of pro forma Group
headline earnings 29
Group and Company accounting policies 30
Wilderness Holdings Limited
Approval of annual financial statements 41
Independent auditors report 42
Directors report 43
Group statement of comprehensive income 48
Group statement of financial position 49
Group statement of changes in equity 50
Group statement of cash flows 51
Notes to the Group annual financial
statements 52
Company statement of comprehensive income 72
Company statement of financial position 73
Company statement of changes in equity 74Company statement of cash flows 75
Notes to the Company annual financial
statements 76
Wilderness Safaris Investment and
Finance (Proprietary) Limited
Independent auditors report 81
Directors report 82
Group statement of comprehensive income 84
Group statement of financial position 85
Group statement of changes in equity 86
Group statement of cash flows 87
Notes to the Group annual financialstatements 88
Company statement of comprehensive income 104
Company statement of financial position 105
Company statement of changes in equity 106
Company statement of cash flows 107
Notes to the Company annual financial
statements 108
Subsidiary companies of Wilderness
Holdings Limited 112
Subsidiary companies of Wilderness Safari
Investment and Finance (Pty) Limited 114
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Wilderness Holdings Limited Annual Report 2010 21
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 policiesof 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.
Reporting accountants responsibility
Our responsibility is to express our limited assurance conclusion on the pro forma financial information issued to WH shareholders.
We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to
Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (ISAE 3000) and the Guide on Pro Forma
Financial Information issued by SAICA. This standard requires us to obtain sufficient appropriate evidence on which to base our
conclusion.
We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the
pro forma financial information, beyond that owed to those to whom those reports were addressed by us at the dates of their issue.
Sources of information and work performed
Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the
pro forma adjustments in light of the accounting policies of WH, considering the evidence supporting the pro forma adjustments and
discussing the adjusted pro forma financial information with the directors of the Company in respect of the corporate actions that are
the subject of this prospectus.
In arriving at our conclusion, we have relied upon financial information prepared by the directors of WH and other information from
various public, financial and industry sources.
PRO FORMA REPORTING ACCOUNTANTS REPORT
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
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Wilderness Holdings Limited Annual Report 201022
PRO FORMA REPORTING ACCOUNTANTS REPORT CONTINUED
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 yearsended 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
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Wilderness Holdings Limited Annual Report 2010 23
WILDERNESS HOLDINGS LIMITED
PRO FORMA RESULTSPREPARATION OF THE FINANCIAL STATEMENTS
The listing of the Company and the restructuring of the Group occurred on 8 April 2010. Therefore, at 28 February 2010 two parallel
holding companies existed and these were unlisted entities. The reviewed pro forma consolidated financial results enclosed in this
report have been prepared for illustrative purposes. The pro forma results have been prepared in accordance with the Companys
accounting policies and the underlying financial information used in their compilation is in compliance with International Financial
Reporting Standards and consistent with the accounting policies applied in the prior year. The information utilised in the preparation of
these pro forma accounts was extracted from reviewed financial information which has been prepared in accordance with IAS 34 Interim
Financial Reporting. The pro forma information has been prepared to provide an illustration of the Groups financial performance for
the year ended 28 February 2010 and should be reviewed in conjunction with the independent reporting accountants report thereon.
The pro forma consolidation assumes that the listing and restructuring occurred on 1 March 2009.
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WILDERNESS HOLDINGS LIMITED
PRO FORMA GROUP STATEMENT OF COMPREHENSIVE INCOME
Pro forma Pro forma
Consolidated Consolidated
2010 2009
BWP000 BWP000
Revenue 868 139 986 390
Cost of sales (451 482) (554 877)
Gross margin 416 657 431 513
Operating costs (301 429) (325 955)
Operating profit before depreciation, amortisation and goodwill impairment
(EBITDA) 115 228 105 558
Depreciation and amortisation (50 569) (50 273)
Goodwill impairment (3 239) (328)
Operating profit 61 420 54 957
Finance income 2 838 6 857
Finance costs (9 359) (14 330)
Unrealised foreign exchange gain/(loss) on loans 24 124 (31 724)
Share of equity accounted investment earnings/(losses) 2 521 (897)
Profit before taxation 81 544 14 863
Taxation (35 789) (22 987)
Profit/(loss) for the year from continuing operations 45 755 (8 124)
Profit for the year from discontinuing operations 2 267 3 157
Profit/(loss) for the year 48 022 (4 967)
Other comprehensive (loss)/income: (23 996) 10 385
(Loss)/gain on revaluation of property, plant and equipment (35 038) 18 131
Income tax relating to revaluation of property, plant
and equipment 11 042 (7 746)
Total comprehensive income for the year 24 026 5 418
Profit/(loss) for the year attributable to:
Owners of the Company 47 523 (2 641)
Non-controlling interest 499 (2 326)
48 022 (4 967)
Total comprehensive income for the year attributable to:Owners of the Company 23 527 7 744
Non-controlling interest 499 (2 326)
24 026 5 418
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED
PRO FORMA GROUP STATEMENT OF FINANCIAL POSITION
Pro forma Pro forma
Consolidated Consolidated
2010 2009
BWP000 BWP000
ASSETS
Non-current assets 459 070 519 623
Property, plant and equipment 357 244 369 209
Goodwill 38 643 39 688
Investment in associates 49 731 50 831
Loans to related parties 319 35 101
Deferred tax assets 13 133 24 794
Current assets 208 901 142 556
Inventories 15 535 13 917
Trade and other receivables 90 889 66 104
Taxation 8 537 4 383
Cash and cash equivalents 93 940 58 152
Assets of disposal group classified as held for sale 1 197
Total assets 669 168 662 179
EQUITY AND LIABILITIES
Ordinary shareholders funds 239 556 225 036
Non-controlling interest (4 518) 386
Total equity 235 038 225 422
Long-term liabilities and payables 131 780 165 649
Deferred tax liabilities 22 736 24 603
Current liabilities 279 608 246 505
Payables, accruals and provisions 163 354 158 961
Future cash 83 211 62 634
Taxation 3 028 5 483
Bank overdrafts 30 015 19 427
Liabilities of disposal group classified as held for sale 6
Total equity and liabilities 669 168 662 179
as at 28 February
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WILDERNESS HOLDINGS LIMITED
PRO FORMA ABRIDGED GROUP STATEMENT OFCHANGES IN EQUITY
Pro forma Pro forma
Consolidated Consolidated
2010 2009
BWP000 BWP000
Balance at beginning of year 225 422 223 147
Exchange difference arising on conversion of foreign subsidiaries 3 315 2 700
Revaluation of property, plant and equipment (35 038) 18 131
Deferred tax effect of revaluation 11 042 (7 746)
Transfer of shareholders loans to short-term payables (12 017)
Total profit/(loss) for the year attributable to the owners of the Company 47 523 (2 641)
Minority interest arising on business combination (2 868) (3 755)
Minority portion of dividend paid (2 840) (2 088)
Non-controlling interest portion of profit/(loss) 499 (2 326)
Balance at end of year 235 038 225 422
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED
PRO FORMA ABRIDGED GROUP STATEMENT OF CASH FLOWS
Pro forma Pro forma
Consolidated Consolidated
2010 2009
BWP000 BWP000
EBITDA 115 228 105 558
Profit from discontinuing operations 2 267 3 157
Loss on disposal of property, plant and equipment 705 2 081
Revaluation of aircraft below original cost 4 437 264
Other non-cash items 12 838
Cash generated before working capital changes 135 475 111 060
Working capital changes (4 473) (84 231)
Cash generated from operations 131 002 26 829
Net finance costs paid (6 521) (7 473)
Taxation paid (29 340) (29 878)
Net cash inflow/(outflow) from operating activities 95 141 (10 522)
Net cash outflow from investing activities (43 131) (84 625)
Net cash (outflow)/inflow from financing activities (26 810) 98 938
Increase in cash and cash equivalents 25 200 3 791
Cash and cash equivalents at beginning of year 38 725 34 934
Cash and cash equivalents at end of year * 63 925 38 725
* Comprises cash resources, net of bank overdrafts and trade finance advances.
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED
PRO FORMA GROUP SEGMENTAL ANALYSIS
Pro forma Pro forma
Consolidated Consolidated
2010 2009
BWP000 BWP000
Revenue
Safari consulting 838 257 981 523
Camp, lodge and safari explorations 286 619 302 970
Transfer and touring 147 899 145 911
Finance and asset management 50 459 42 981
Intergroup (455 095) (486 995)
868 139 986 390
EBITDA
Safari consulting 25 827 29 047
Camp, lodge and safari explorations 65 778 38 743
Transfer and touring 4 856 10 863
Finance and asset management 18 767 26 905
115 228 105 558
Total assets
Safari consulting 213 558 196 267
Camp, lodge and safari explorations 440 122 404 976
Transfer and touring 80 910 79 547
Finance and asset management 406 462 420 162
Intergroup (471 884) (438 773)
669 168 662 179
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED
DETERMINATION OF PRO FORMA GROUP HEADLINE EARNINGS
Pro forma Pro forma
Consolidated Consolidated
2010 2009
BWP000 BWP000
Profit/(loss) attributable to owners of the parent per
the statement of comprehensive income 47 523 (2 641)
Headline earnings adjustments: 366 2 673
Goodwill impairment 3 239 328
Reversal of impairment relating to consolidation of Zimbabwe (8 015)
Revaluation of aircraft below original cost 4 437 264
Net loss on disposal of property, plant and equipment 705 2 081
Tax effect (345) (325)
Non-controlling interest (324)
Headline earnings/(loss) 47 220 (293)
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT
AND FINANCE (PROPRIETARY) LIMITED
GROUP AND COMPANY ACCOUNTING POLICIES
The accounting policies mentioned below apply to both groups.
BASIS OF PREPARATIONThe 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
Revised standards and interpretations in issue not yet adopted
At the date of authorisation of these financial statements, the following revised standards and interpretations and/or amendments to
the standards and interpretations were in issue but not yet effective:
IFRS 2 (AC 139) Share-based Payments (effective 1 January 2010)
IFRS 3 (AC 140) Business Combinations Revised (effective 1 July 2009)
IFRS 5 (AC 142) Non-current Assets Held for Sale and Discontinued Operations (effective 1 July 2009)
IFRS 5 (AC 142) Non-current Assets Held for Sale and Discontinued Operations (effective 1 January 2010)
IFRS 9 (AC 442) Financial Instruments (effective 1 January 2013)
IAS 19 (AC 504) Employee Benefits (effective 1 April 2009)
IAS 24 (AC 126) Related Party Disclosures (effective 1 January 2011)
IAS 27 (AC 132) Consolidated and Separate Financial Statements (effective 1 July 2009)
IAS 28 (AC 110) Investment in Associates (effective 1 July 2009)
IAS 31 (AC 119) Interest in Joint Venture (effective 1 July 2009)
IAS 32 (AC 125) Financial Instruments: Presentation (effective 1 February 2010)
IAS 39 (AC 133) Financial Instruments: Recognition and Measurement (effective 1 July 2009)
IFRIC 17 Distributions of Non-cash Assets to Owners (effective 1 July 2009)
IFRIC 18 Transfers of Assets from Customers (effective 1 July 2009)
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT
AND FINANCE (PROPRIETARY) LIMITED
GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED
BASIS OF PREPARATION (continued)Revised standards and interpretations in issue not yet adopted (continued)
On 16 April 2009, the Accounting Practices Board (APB) issued its latest set of annual improvements titled Improvements to
Statements of GAAP 2009. The annual improvements included 15 amendments to various Standards, including:
IFRS 2 (AC 139) Share-based Payments (effective 1 July 2009)
IFRS 5 (AC 142) Non-current Assets Held for Sale and Discontinued Operations (effective 1 January 2010)
IFRS 8 (AC 145) Operating Segments (effective 1 January 2010)
IAS 1 (AC 101) Presentation of Financial Statements (effective 1 January 2010)
IAS 7 (AC 118) Statement of Cash Flows (effective 1 January 2010)
IAS 17 (AC 105) Leases (effective 1 January 2010)
IAS 36 (AC 128) Impairment of Assets (effective 1 January 2010)
IAS 38 (AC 129) Intangible Assets (effective 1 July 2009)
IAS 39 (AC 133) Financial Instruments: Recognition and Measurement (effective 1 January 2010) IFRIC 9 (AC 442) Reassessment of Embedded Derivatives (effective 1 July 2009)
IFRIC 16 (AC 449) Hedges of a Net Investment in a Foreign Operation (effective 1 July 2009)
IFRIC 14 (AC 504) IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
(effective 1 January 2011)
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective 1 July 2010)
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.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTSIn preparing the Company and Group annual financial statements, management is required to make estimates and assumptions
believed to be reasonable that affect the amounts presented in the Company and Group annual financial statements and related
disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Actual results in
the future could differ from these estimates which may be material to the annual financial statements.
Significant accounting estimates and judgements include:
Trade receivables and loans and receivablesThe Company and Group assess trade receivables and loans for impairment at each reporting date. In determining whether an
impairment loss should be recorded in profit or loss, the Company and Group make judgements as to whether there is observable data
indicating a measurable decrease in the estimated future cash flows from a receivable, the timing and quantum of estimated future
cash flows and an appropriate discount rate to determine the present value of such cash flows.
Impairment testing for goodwill and non-monetary assetsThe recoverable amounts of cash-generating units and individual non-monetary assets are determined based on the higher of value-in-
use calculations and fair values less cost to sell. These calculations require the use of estimates and assumptions.
The Company and Group review and test the carrying value of assets when events or changes in circumstances suggest that the
carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at
the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. Estimates are
prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of
goodwill and tangible assets are inherently uncertain and could materially change over time.
Useful lives and residual values of property, plant and equipment
Residual values of buildings, motor vehicles and aircraft are based on current estimates of the value of these assets at the end of their
useful lives. The estimated residual values of the buildings and motor vehicles have been determined by the directors based on their
knowledge of the industry. The value of aircraft is assessed by the directors based on the currently available Aircraft Bluebook values.
The Aircraft Bluebook is designed and developed as a service for the purchasers of aircraft to assist them in arriving at the fair market
value of aircraft listed therein. It is intended as a guide and all prices in the digest are considered a representative average.
for the year ended 28 February
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WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT
AND FINANCE (PROPRIETARY) LIMITED
GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
Revaluation of assets
Aircraft are carried at revalued amounts. Revaluations are performed every year and take into account current market values and
replacement value of the significant components.
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.
SIGNIFICANT ACCOUNTING POLICIESConsolidation
Subsidiaries
Subsidiary undertakings, which are those companies in which the Group, directly or indirectly, has an interest of more than one half
of the voting rights or otherwise has power to exercise control over the financial and operating policies so as to obtain benefits fromits activities, have been consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the
Group and are no longer consolidated from the date of disposal. All inter-company transactions, balances, income and expenses and
unrealised surpluses and deficits on transactions between Group companies have been eliminated. Intragroup losses may indicate an
impairment that requires recognition in the consolidated financial statements.
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition, except for assets
classified as held-for-sale, which are recognised at fair value less costs to sell. To the extent that the cost of the acquisition, in excess
of the fair value of the net assets acquired, is attributable to intangible assets that the entity holds for its own use or for rental to
others, this value is recognised as an intangible asset. Any additional difference between the cost of acquisition and total net asset
value of the entity is recognised as goodwill if after reassessment, the Groups interest in the net fair value of the acquirees realisable
assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately as
profit or loss. The interest of minority shareholders is stated at the minoritys proportion of the fair values of the assets and liabilitiesrecognised at the date of the acquisition and the minoritys interest in the subsidiarys equity since the date of combination.
Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by
the Group.
The subsidiary companies of Wilderness Holdings Limited and Wilderness Safaris Investment and Finance (Pty) Limited are set out on
pages 112, 113 and 114.
In the Companys separate annual financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.
The cost of an investment in a subsidiary is the aggregate of:
the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the
Company; plus
any costs directly attributable to the purchase of the subsidiary.
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WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT
AND FINANCE (PROPRIETARY) LIMITED
GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED
SIGNIFICANT ACCOUNTING POLICIES (continued)Consolidation (continued)
Subsidiaries (continued)
An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the
adjustment is probable and can be measured reliably.
The Group applies a policy of treating transactions with minority interests as transactions with equity owners of the Group. For
purchases of minority interests, the difference between any consideration paid and the relevant share acquired of the carrying
value of the net assets of the subsidiary is recorded in equity. Gains or losses on disposals to minority interests are also recorded
in equity.
AssociatesAn 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 ca