• thl received an unsolicited, conditional, non-binding indicative proposal from a consortium of BGH Capital and the Trouchet family
• Offer price of NZ$2.30 per share, subject to conditions
• BGH has acquired a 19.99% relevant interest in thl shares

Tourism Holdings Limited (thl) has received an unsolicited, conditional, non-binding indicative proposal (NBIO) from a special purpose vehicle representing a consortium of BGH Capital (BGH) and the family interests of Luke and Karl Trouchet (Trouchet Shareholders), to acquire all the shares in the Company, either by way of a scheme of arrangement or a takeover offer. The NBIO refers to an indicative all-cash offer of NZ$2.30 per share, subject to certain conditions including the satisfactory completion of due diligence, finalisation of debt arrangements, and BGH receiving final approval from its Investment Review Committee to submit a binding proposal. It is also conditional on thl's Board unanimously recommending shareholders accept the proposal, in the absence of a superior proposal and subject to an independent adviser concluding that the proposal is within or above an independent adviser's valuation range for thl shares. The NBIO indicates that the consortium is also open to considering a transaction structure which results in a controlling interest but does not result in 100% ownership of the Company. thl notes the substantial product holder notices (SPH notices) released this morning detailing that BGH has acquired a relevant interest in 19.99% or 44,197,503 of thl's shares on issue. The relevant interest comprises of 11.8% or 26,079,549 shares on issue via conditional power to control the disposal of shares pursuant to a Co-Operation and Exclusivity Agreement with the Trouchet Shareholders, and 8.2% or 18,117,954 shares on issue in aggregate via the purchase of shares from Accident Compensation Corporation (ACC), ANZ New Zealand Investments Limited and ANZ Bank New Zealand Limited (together, ANZ) and Wilson Asset Management (Australia) Pty Ltd (WAM). The thl Board has established a Board subcommittee to consider and assess the merits of the NBIO, and has appointed Jarden as financial advisor and MinterEllisonRuddWatts as legal advisor. Given Luke Trouchet's involvement in the consortium with BGH, Luke has taken a leave of absence from his executive role with thl. The Board will act in what it considers to be the best interests of the Company and its shareholders, including assessing the merits of this NBIO. There is no certainty that the NBIO will result in a transaction.