SPH Notice – Tourism Holdings Limited

Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Fax: +64 9 309 9269
Level 1, 83 Beach Road
www.thlonline.com
Auckland City

PO Box 4293, Shortland Street

Auckland 1140, New Zealand




1 December 2023

NZX | ASX | MEDIA RELEASE
TOURISM HOLDINGS LIMITED (thl)

SPH NOTICE – TOURISM HOLDINGS LIMITED

Please find attached a substantial product holder notice from Tourism Holdings Limited.

The notice from thl relates to the expiration (on 30 November 2023) of escrow restrictions on a proportion
of the ordinary shares in thl held by entities beneficially owned by Luke and Karl Trouchet (Trouchet
Shareholders), as further detailed in the notice.

For clarity, thl notes that the notice does not reflect any change in the beneficial ownership of ordinary
shares in thl held by the Trouchet Shareholders.

ENDS

Authorised by:

Cathy Quinn
Chair, Tourism Holdings Limited

For further information contact:

Grant Webster
thl Chief Executive Officer
Direct Dial: +64 9 336 4255
Mobile: +64 21 449 210

About thl (www.thlonline.com)

thl is a global tourism operator listed on the NZX and ASX (code: THL) and is the largest commercial RV rental operator in the
world. In November 2022, thl merged with Apollo Tourism & Leisure, creating a multi-national, vertically integrated RV
manufacturing, rental, and retail business spanning motorhomes, campervans and caravans. thl also operates tourism adventure,
travel technology, and commercial vehicle manufacturing businesses.

In New Zealand/Australia, thl operates rental brands (Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa), manufacturing (Action
Manufacturing, Apollo), retail brands (Talvor, Kea, Winnebago, Adria, Coromal, Windsor), retail dealerships (RV Super Centre,
Apollo RV Sales, Kratzmann, George Day, Sydney RV, E-Camperco), travel technology (TripTech) and tourism attractions (Kiwi
Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The
Legendary Black Water Rafting Co.). In North America, thl operates the Road Bear RV, El Monte RV, CanaDream, Britz and Mighty
rental brands. In UK and Europe, thl operates the Just go, Apollo and Bunk Campers rental brands.

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1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited and
To Tourism Holdings Limited
Relevant event being disclosed: Disclosure of movement of 1% or more in substantial
holding
Date of relevant event: 30 November 2023
Date this disclosure made: 1 December 2023
Date last disclosure made: 1 December 2022
Substantial product holder(s) giving disclosure
Full name(s): Tourism Holdings Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for Tourism Holdings Limited
For this disclosure, —
(a) total number held in class: 15,480,012
(b) total in class: 217,231,623
(c) total percentage held in class: 7.126%
For last disclosure, —
(a) total number held in class: 28,679,239
(b) total in class: 214,013,477
(c) total percentage held in class: 13.401%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 1 December 2022, thl advised the market in its substantial product holder notice, of its
power to control the sale of shares under escrow provisions contained in:
• each of the Escrow Deeds entered into with each of the persons named in the Schedule
on 17 November 2022 (collectively, the Trouchet Shareholders); and
• an Escrow Deed entered into with Alpine Bird Manufacturing Limited on 15 March 2021.

2
Pursuant to the Escrow Deeds, on the close of 30 November 2023, the “First Embargo
Period” (being 12 months) ended and thl’s power to control the sale of shares held by the
Trouchet Shareholders (by escrow) reduced from 90% of the shares (being 27,864,021
shares) to 50% of the shares, with the shares being the shares listed in the Schedule.
For completeness, on the close of 15 March 2023, thl’s power to control the sale of shares
held by Alpine Bird Manufacturing Limited (being 815,218 total shares held in class,
0.522% of total shares on issue in class as at 15 March 2023) ceased.
Details after relevant event
Details for Tourism Holdings Limited

Nature of relevant interest(s): Power to control sale of shares pursuant to escrow
provisions contained in Escrow Deeds entered into with certain shareholders of Tourism
Holdings Limited as a result of the Scheme of Arrangement with Apollo Tourism & Leisure
Limited. Copies of each Escrow Deed are attached to the notice of the previous disclosure
dated 1 December 2022, pursuant to regulation 140.
For that relevant interest, —
(a) number held in class: 15,480,012
(b) percentage held in class: 7.126%
(c) current registered holder(s): See attached schedule
(d) registered holder(s) once transfers are registered: No change
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A
Additional information
Address(es) of substantial product holder(s): Level 1, 83 Beach Road, Auckland 1010, New
Zealand
Contact details: Amir Ansari
Ph: +64 21 163 8053
Email: Amir.Ansari@thlonline.com

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A.

3
Certification
I, Amir Ansari, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Schedule
Number of escrowed shares as a result of the Scheme of Arrangement as at end
of 30 November 2023
Name of Shareholder Beneficial Owners
Number of
escrowed shares
Barmil Enterprises Pty Ltd (as trustee
for the Lurk Investment Trust)
Luke Trouchet and Karl Trouchet 15,277,720
Eastglo Pty Ltd as trustee for the
Trouchet Super Fund
Luke Trouchet, Karl Trouchet, Carol
Trouchet and Walter Trouchet
104,970
KRLG Pty Ltd as trustee for the KL
Trust
Luke Trouchet and Karl Trouchet 97,322