Behind the NAS–Wilderness fallout

NAS wants transparency of all revenues and expenses related to the marketing and reservation of its camps, dating back to 1998 The dispute between Ngamiland Adventures Safaris (NAS) and Wilderness Holdings Limited stems from an earlier court action in which NAS sought a full accounting of all revenues and expenses related to the marketing and reservation of its camps dating back to 1998. That action, which Wilderness is opposing, preceded Wilderness’ later move to challenge NAS’ decision to terminate their long-standing marketing arrangement, forming the backdrop to the counterclaim now before the Maun High Court. Court filings show that NAS approached the High Court seeking an order compelling Wilderness to provide “a full account, supported by vouchers and documents, of all monies received and expended in relation to the marketing, sales and reservations of NAS Safari camps from 15 October 1998 to present.” NAS also asked that Wilderness “be ordered to pay the plaintiff (NAS) such amount as may be found due on such debate.” Wilderness has defended the action, denying that NAS is entitled to such relief. According to the documents, NAS and Wilderness were parties to a written marketing agreement dating back to 1998 under which Wilderness provided certain marketing services for NAS’ camps. That agreement expired on or about 14 October 2003, after its initial five-year term. No written renewal or replacement agreement has ever been concluded, and for the last two decades the parties operated on an informal, tacit basis. NAS maintains that the informal nature of the post-2003 arrangement underscores its need for a full accounting of revenues, discounts, and allocations made during this extended period. Despite the expiry of the original contract, Wilderness continued to provide marketing services under what court filings describe as a tacit and oral marketing arrangement. The documents outline the express, alternatively tacit or implied, terms of that arrangement as follows: Wilderness would market NAS safari camps in the Okavango Delta. All sales and reservations would be handled by Wilderness, and payments received by it. Wilderness would be compensated at the following rates: 2% of gross accommodation revenue for Jao Camp; 4% of gross accommodation revenue for Tubu, Kwetsani, and Jacana camps, as well as any future camps or amalgamations. NAS says Wilderness was required to render full accounts at reasonable intervals, including details of accommodation revenue and any deductions made, but alleges this has not happened. It is believed that NAS became dissatisfied with Wilderness’ performance as despite revenues increasing occupanciesdeclined, prompting its demand for a full accounting. Wilderness, however, maintains it has no obligation to provide the level of detail NAS seeks. The dispute escalated when NAS issued notice terminating the marketing arrangement effective 1 December 2025, prompting Wilderness to challenge the cancellation in the Maun High Court on an urgent basis and after withdrawing an earlier action filed in Gaborone. Wilderness had also migrated its corporate domicile from Botswana to Mauritius in March 2024, a move NAS says has added to concerns around transparency and oversight. While the parties often refer simply to “Wilderness”, court filings show that the Wilderness group consists of several distinct legal entities. These include Wilderness Safaris (Pty) Ltd of South Africa, which signed the 1998 marketing agreement; Wilderness Safaris Limited (Bermuda), which was the Wilderness party to the 2001 shareholders’ agreement; Okavango Wilderness Safaris (Pty) Ltd in Botswana; and Wilderness Holdings Ltd, the parent company now registered in Mauritius having migrated from Botswana and the plaintiff in the current Maun proceedings. NAS argues that the collective use of the name “Wilderness” obscures the fact that different Wilderness entities held different rights and obligations at different times, and that no single entity can claim continuous or perpetual marketing rights over the Jao Reserve. Court documents filed by NAS further show that Wilderness Safaris Ltd (Bermuda), the entity that signed the 2001 shareholders’ agreement, was dissolved on 4 March 2022. NAS argued that no written accession, novation, or cession has ever been produced showing that Wilderness Holdings Ltd or any other Wilderness entity inherited the rights and obligations of the dissolved Bermuda company. NAS further argues that because the Bermuda company no longer exists, and because no written accession or novation was ever executed, Wilderness Holdings cannot inherit or enforce rights that belonged (if at all) to an entity that has ceased to exist. Wilderness argues the termination is invalid, citing its 20 percent shareholding in NAS and insisting it has not breached any material term that would justify cancellation. Its challenge is based in part on its interpretation of the 2001 shareholders’ agreement, though NAS disputes the applicability and enforceability of that document in relation to Wilderness Holdings. NAS acknowledges the 20 percent stake but rejects the claim that this entitles Wilderness to market the Jao Reserve camps indefinitely. It argues its “right to an account is an accrued right” that survives termination, and that Wilderness’ refusal to provide the accounting sought amounts to a breach of fiduciary and contractual obligations. Wilderness maintains it has spent “millions of dollars” marketing its lodges alongside the Jao Reserve camps through its global network of travel agents. NAS, however, argues that Wilderness has yet to provide objective evidence of such expenditure to the court and says this reinforces the need for a full historical accounting. Wilderness further contends that it has not been reimbursed by NAS for the “pure” marketing of the lodges, despite a long-standing understanding that these costs would be covered. It alleges that NAS now seeks to “appropriate the benefits” of Wilderness’ long-running investment in promoting camps such as Jao, Jacana, Tubu Tree, Little Tubu, Kwetsani and Pelo over the past 25 years. NAS, for its part, disputes the Wilderness-first naming of these properties and asserts they are Jao Reserve camps operated by NAS and Wilderness does not have the legal right to brand them as Wilderness camps. NAS told the court that between 1999 and July 2011, it paid P6,652,811.37 directly to Wilderness for marketing costs. It said that from August 2011, Wilderness unilaterally stopped invoicing NAS for such expenses and instead retained a larger share of the Recommended Selling Price on each booking. NAS argues this shows it has “continuously contributed to marketing expenses,” and that Wilderness thereafter “compensated itself by taking a greater margin from sales revenue, not by providing marketing services at its own cost.” NAS says it has no visibility over the costs of these sales, which is why it is seeking a full accounting. “WHL refuses to do so, and such refusal is the subject matter of the extant accounting dispute in these proceedings,” it said. NAS says it repeatedly requested detailed reporting over the years but received only limited or delayed information, contributing to its concerns over declining yields when NAS camps were packaged with higher-priced Wilderness products. NAS further alleges that in the earlier years of its relationship with Wilderness, rate discussions were collaborative and mutually agreed. However, over time, Wilderness “began to distance itself from these discussions and ultimately excluded NAS altogether from the rate-setting process.” “Only after NAS formally raised concerns in or about 2023 did WHL again start involving NAS in limited discussions regarding annual rates,” NAS told the court. According to the papers filed before the Court, Wilderness was given a full six months’ notice of the termination of its marketing and reservations mandate, and NAS invited Wilderness to collaborate on a joint press statement to announce the transition in an orderly and transparent manner. The correspondence exchanged between the parties, now part of the court record, shows that Wilderness disputed the validity of the termination from the outset and repeatedly threatened legal action should NAS proceed. NAS argue, despite this, and despite having been aware of the termination for months, Wilderness only launched an urgent application in late October seeking to interdict NAS from implementing the transition. NAS argues that this timeline fails to meet the legal requirements for urgency, as Wilderness had ample time to approach the courts but chose not to act until the last moment. The question of urgency is now before the High Court, and the matter remains an unfolding story as the parties await the Court’s determination.

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Behind the NAS–Wilderness fallout

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