Setlabosha, Manga and Sekgwa used to work for Wilderness Safaris and were, in 1999 each given 100 shares amounting to 1% of the total shareholding, but despite being material shareholders of the subsidiary Okavango Wilderness Safaris Lodges (OWSL), the concession-holders of the highly lucrative Mombo Camp, they claimed to not have received dividends over that period.
LAWRENCE SERETSE
A legal dispute between three Batswana minority shareholders of Okavango Wilderness Safaris Lodges (OWSL) and Wilderness Holdings Group has escalated over the last three months, threatening to drag the premium tourism company linked to President Ian Khama to court over claims that it had failed to pay millions of pula in dividends owed to them.
President Khama is a shareholder in Linyanti Investments- the holder of the lucrative Linyanti Concession together with shareholdings in Baobab Safaris and Seba Safaris, all of which are major subsidiaries of the Wilderness Holdings group. One of Botswana Democractic Party (BDP) and Khama’s lawyers, Parks Tafa, is the Chairman of the Board of Wilderness Holdings. Khama’s nephew, Marcus Ter Har, is also the company’s Independent non-Executive Director and member of the Audit Unit.
According to documents seen by The Botswana Gazette, three local minority shareholders in Okavango Wilderness Safaris Lodges have lodged a complaint to the Minister of Wildlife, Environment and Tourism Tshekedi Khama (the President’s brother) that there is a plot to oust them from their beneficial ownership which they have held since 1999.
Boikaego Setlabosha, Pilatwe Manga and Joe Sekgwa used to work for Wilderness Safaris and were, in 1999 each given 100 shares amounting to 1% of the total shareholding, but despite being material shareholders of the subsidiary Okavango Wilderness Safaris Lodges (OWSL), the concession-holders of the highly lucrative Mombo Camp, they claimed to not have received dividends over that period.
Yesterday (Monday) they told this publication that after a prolonged board room fight, the executive management finally agreed to pay them each P1.7 million in owed dividends from 1999 and 2015.
One of the disgruntled shareholders, Boikaego Setlabosha told The Botswana Gazette that they had engaged lawyers to fight for their shares and right to remain shareholders in the company.
“At first they wanted to give us deflated figures so that they could pay us peanuts but we consulted with our legal advisors and found that the figures were not what the company is valued at right now,” he said, adding that they were aware that Wilderness executive management was allegedly going to use a different name to apply for a new lease for Mombo concession, excluding them without their knowledge, thereby divesting them off their interests.
“We are not planning to sell our shares and if they make any changes we will want to be a part of it, this is our company as well.”
Through its legal counsel, Ulrich Wilgenbus, the Wilderness Holdings Group denied any irregularities with the shareholders of the company holding the Mombo concession lease.
“We confirm that there are no disputes, current or pending, between the shareholders of Okavango Wilderness Safaris Lodges (Pty) Ltd,” was the response from Wilgenbus.
On whether there are minority Batswana shareholders who have been sidelined by the company, Ulrich Wilgenbus states: “We specifically deny the unfounded and baseless allegations as contained in your letter.”
However, the letters seen by this publication indicate that the shareholders had reported the executive management to the Minister of Wildlife Tshekedi Khama and Tawana Land Board complaining that they were owed dividends worth millions due to their shares in the lucrative Mombo Camp, the company’s cash engine.
The trio had also written a series of letters to both management and the minister’s deputies detailing their predicament, as well as making demands for greater transparency and a forensic audit of the subsidiary of the tourism company.
“In 2014, one of the directors (name withheld) called each of us into his office at different times and unbeknownst to each other and asked us to sign a document. These were strange meetings, as he would not reveal to any of us what it was he was asking us to sign. The entire document, save for the part we were expected to put our signatures, was covered,” they stated in a letter to Tshekedi who failed respond to questions from this publication.
The letter states that Joe Sekgwa signed “something he did not understand”, while Manga and Setlabosha indicate that they refused to sign because the director would not tell them what they were signing.
“It appears as if he may have been trying to make us sign share transfer certificates for this company.”
The trio also alleged that shareholders meetings were not held since 1999 and that there was lack of transparency in the dealings of the company, a claim they reiterated again yesterday in an interview with this publication.
“It appears as if this company (OWSL) has never traded, which is a contravention of the Mombo lease,” they say in the letter.
The three men, in their hand-delivered letter of the 7th August 2015 to board directors, detail how they became aware that they were also ‘material owners’ of Mombo Camp [af5] since it started, but have never received any compensation.
The terms of the lease specifically preclude that the concession may be transferred for ownership or sub leased or the rights of beneficial ownership transferred without the prior written permission of Botswana Tourism Organisation (BTO) through its Investment Committee which was headed by Laurence Khupe, then partner in the Law firm Collins Newman and Co with Parks Tafa.
In the letter to Tshekedi, the trio accused the executive management of attempting to move the lease from Okavango Wilderness Safaris Lodges (OWSL) to Okavango Wilderness Safaris (OWS) in efforts to oust them out of the tourism company. OWSL and OWS are separate companies. OWSL is the original lease holder of the Mombo concession in which the trio hold shares. OWS, a newly registered company was to become the beneficiary of the Mombo Concession that required the authorisation of the three shareholders.
“The name change might seem trivial but the implications are significant. We question the legality of what they are trying to achieve,” they told Tshekedi in the letter.
Appealing for the minister’s intervention, the three shareholders said, “We are left in no doubt that the conduct of the executive management has been to intentionally exclude us from any benefit in Mombo camp. Part of the documentary proof of this can be found in the Prospectus document, which Wilderness Holdings published prior to listing on the stock exchange. In this document, it stated that Wilderness Holdings are 100% whole owners of Okavango Wilderness Safaris Lodges. Such claim is, we believe, patently false”.
While Wilderness Holdings is caught up in feud where it is accused of plotting to side-line citizen shareholders, it is a company that operates in communal land and has close political ties to the highest office. The Director General of Directorate of Intelligence Isaac Kgosi also holds interests in the group alongside ex-army commander Tebogo Masire and former Debswana diamond company Managing Director Blackie Marole through another subsidiary.
Investigations published by The Botswana Gazette have also exposed the company’s extensive use of shell companies in tax havens to reduce their tax bill in Botswana. The company had set up a post box company in the 0% tax island of Bermuda, to which it moved a sum of P29.5 million that remains mysteriously unaccounted for in their financial reports.
The company denied any wrong doing when the story was published stating that the millions moved to Bermuda were the Group Self Insurance Fund.
Botswana through Wilderness Safaris’ Mombo Camp, which is in the heart of the Okavango delta, is by far the most expensive safari destination on the continent as visitors can fork out as much as £1,600 (P18 800) a night. Reports reveal that extremely wealthy Americans frequent it for its exclusivity, including corporate lawyers, international financiers and business tycoons who book for weeks, paying out millions without a blink.
Wilderness Holdings which is listed on the Botswana Stock exchange is required by The Listings Requirements of the Botswana Stock Exchange (BSE) to announce through the BSE and the press any circumstances or events that have, or are likely to have, a material bearing relating to the financial results of the company for the next reporting period. To date no announcement in respect of the alleged shareholder disputes into one of its major subsidiaries has been issued.