• Board rejects current BGH Proposal as undervalued, believes thl worth over $3 per share
• FY25 underlying NPAT expected at lower end of $27.0M to $34.4M analyst range
• Statutory FY25 NPAT likely to be a loss due to impairments and one-off items

Tourism Holdings Limited (thl) has responded to the unsolicited, conditional, non-binding indication of interest from a consortium comprising BGH Capital and the family interests of Luke and Karl Trouchet (the Consortium) to acquire thl for $2.30 per share. The Board engaged expert financial and legal advisers and formed a Committee of Independent Directors to assess the BGH Proposal. After a comprehensive assessment process, the Board firmly believes that thl's share price prior to the BGH Proposal reflected a bottom-of-the-cycle trading environment and that the current BGH Proposal is well below a level that the Board can engage with. Based on careful consideration and external analysis, the Board has come to the view that the value of the Company is well north of $3.00 per share. The Board has therefore formally communicated to the Consortium that it rejects its current offer, but remains open to engagement if a significantly improved offer is provided. In addition, thl has today confirmed that, subject to final tax calculations and completion of year-end procedures, its FY25 underlying NPAT expectations remain in line with its previous announcement, being that FY25 underlying NPAT will be at the lower end of the analyst range of expectations at that time of $27.0M to $34.4M. However, thl's statutory NPAT for FY25 is likely to be a loss, given the potential impairment of USA goodwill of up to $36 million (up to $27 million post-tax), potential deferred tax write-offs in the USA and the UK of up to $21 million, and other non-cash one-off items.

FY25 underlying NPAT expected at the lower end of $27.0M to $34.4M analyst range.