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  • Rise Fund, major Wilderness shareholder registered in a tax haven
  • Delisting to ensure that Wilderness dealings are secretive
  • Rise Fund and FS Investors share common directors

GAZETTE REPORTER

Africa’s top-ranking eco-tourism outfit Wilderness Holdings Limited has at least 34 percent of its shares held in a Mauritius registered company, a known tax haven. By moving to de-list Wilderness from Botswana Stock Exchange Limited (BSEL) and the Johannesburg Stock Exchange (JSE), the same directors, with interests in the Mauritius domiciled firm will ensure that Wilderness’s financial dealings are removed from the public scrutiny and become a private and secretive affair.

As it stands two companies have the controlling stake in the Botswana domiciled premier tourism firm. Rise Fund holds approximately 33.88 percent of the issued shares in Wilderness. The Rise Fund is invested in Wilderness through its affiliate, Wild Holdco Limited, a private company limited by shares incorporated in Mauritius, with registration number 156317 (The Rise Fund), according to a statement released by Wilderness, which is also available on the BSEL website. Consequently, The Rise Fund is controlled from Mauritius, a known tax haven, which means that the 34 percent stake in Wilderness will be controlled from Mauritius.

Through The Rise Fund, which holds more than a third of Wilderness stake, the company will enjoy tax incentives in Mauritius. “The offshore tax haven of Mauritius has all the right conditions which are conducive for encouraging investments to grow,” claims an accountant in one of Botswana’s largest corporates, who prefers not to be mentioned by name.
In his views, these conditions also make the offshore jurisdiction qualify as a tax haven. Mauritius as a tax haven has no taxes for offshore companies and offshore bank accounts; the jurisdiction provides confidentiality and privacy for both individuals and corporations and has laws which allow flexibility. Wilderness will through its major shareholder, The Rise Fund enjoy these benefits, he says. The Rise Fund will enjoy services of top-quality offshore banks with services such as multi-currency accounts, bank accounts for both corporations and individuals, debit and credit cards.

The tax haven also offers tax free environment for investing capital and offshore bank account holders at offshore banks in the tax haven of Mauritius are also guaranteed that interest gained on such bank accounts is not taxed.

The Rise Fund, described as the world’s largest global fund committed to achieving measurable, positive social and environmental outcomes alongside competitive financial returns, is managed by TPG Growth, the global growth equity and middle market buyout platform of alternative asset firm TPG.

The Rise Fund, a US-based investment firm managed by PSG Growth, together with another firm, FS Investors, cumulatively bought 58 percent of Wilderness in July last year, on the same day.

It emerges that directors of The Rise Fund, Nick and Mike Stone are also directors and partners at FS Investors, the two firms which cumulatively own a controlling stake in Wilderness. Mike Stone, the founder and current Managing Partner at FS Investors, a firm that owns 24 percent in Wilderness. At the same time, Stone also serves as a Senior Advisor and Partner at TPG Growth, a company that controls 34 percent of Wilderness. Nick is a partner at FS Investors. Nick also was Vice President at TPG Capital, an affiliate of TPG Group.

African Wilderness Holdings Limited (AWH) bought 60.2 million or 25 percent in equity in Wilderness. AWH is an affiliate company to FS Investors. The Rise Fund together with FS Investors (through AWH) own more than 58 percent shares. Nick and Mike Stone appear as directors/partners in all of them.

African Wildlife Holdings, which is managed by Wilderness CEO Keith Vincent, is a partnership between African Wildlife Holdings Limited, the veteran Wilderness CEO, Keith Vincent and Cork Bush Proprietary Limited. Cork Bush is a Botswana company owned by Keith Vincent and Nick Stone.

The professional accountant who spoke to this publication believes that through a web of complex company relationships, directorships and shareholdings, transactions between the various companies are made deliberately complex and confusing. He however states that all companies are connected since some of the major directors appear on the board of each of the companies holding or looking to buy major stake in Wilderness. AWH, suitors of Wilderness have also sought majority voting rights to delist Wilderness.

According to the information released on the BSEL, they have more than 61 percent of the irrevocable commitments to de-list Wilderness from the BSEL, after buying all shares from other shareholders save for AWH, Vincent, AWH’s concert party; and The Rise Fund, invested in Wilderness through its affiliate, Wild Holdco Limited. AWH says that chief of the reasons to delist is to save on exorbitant listing fees, which Wilderness can no longer afford because Wilderness shares are underperforming on the stock market.

According to the accountant, most companies de-list for that reason, but he adds that some companies delist because they want to remove their dealings from the public eye and become a private company whose affairs are secretive.

The United Nations counts Mauritius amongst the top 15 most secretive tax havens in the world. Further, the UN says the island receives between $30 billion and $60 billion annually from investors looking to avoid paying tax. Mauritius is situated in the Southwest Indian Ocean on the coat of the African continent. The Republic of Mauritius also includes the islands of Rodrigus, Agalega and St Brandon. It also forms part of a group of islands called the Mascarene Islands.

A listed company is expected to publisize their financial information, transactions as well as all their business decisions. By de-listing Wilderness’ money trail will be removed from public scrutiny.

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