Equity Capital Raising

24 June 2019

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Presenting today

Grant Webster

Chief Executive Officer

  • Joined thl in 2005 as Chief Operating Officer and was appointed as Chief Executive Officer in 2008
  • Current Chairman of the joint venture businesses Action Manufacturing, Just Go Motorhomes and TH2
  • Current Board Member of the TIA (Tourism Industry Aotearoa)
  • Previous experience:
  1. Senior executive roles across the tourism, hospitality, gaming and retail industries
  1. General Manager at SKYCITY Auckland

2

Jennifer Bunbury

Chief Financial Officer

  • Joined thl as Chief Financial Officer in January 2019
  • Member of the Institute of Directors and recent participant in the Future Director programme with Scales Corporation
  • Previous experience:
  1. Director in the Investment Banking team at DeutscheCraigs for 8 years
  1. 5 years in London in investor relations and capital markets roles at BHP Billiton, Publicis Groupe, and HSBC
  1. Started career in the Investment Banking team at ABN Amro New Zealand

Overview

1. Equity raising rationale

  • thl continues to focus on the execution of its global growth strategy and considers it advantageous to undertake an equity capital raising of approximately NZ$80m in order to:
    • Maintain flexibility to respond quickly to best capture growth opportunities as they arise;
    • Fund near-term investment in travel technology opportunities through TH2; and
    • Strengthen the balance sheet to provide additional headroom
  • The capital raise reduces thl's leverage from 2.3x Net Debt / EBITDA to 1.6x on a pro-forma basis, as at 30 June 20191

2. CITIC Capital International Tourism Fund (CCITF) Placement

  • thl has identified CCITF as a strong supporting shareholder for its growth strategy, having shown support for thl's global objectives since taking a substantial shareholding in thl in October 2017
  • thl is pleased to announce that today it placed NZ$30m of shares to HB Holdings Limited (HB Holdings), a wholly owned subsidiary of CCITF, by issuing 7,462,686 shares at a price of NZ$4.02 per share (relative to the last close price on 21 June 2019 of NZ$4.04 per share). This increases HB Holdings' shareholding to 16.9% (prior to the Rights Offer) from its current 11.9%
  • In addition, following the completion of the capital raise, the thl Board intends to appoint Dr. Guorong Qian to the Board of thl. Dr. Qian is the Vice Chairman of CITIC Capital Holdings Limited and will be a non-independent director of thl
  • CITIC Capital (the General Partner of CCITF) is a globally focussed, China based, alternative investment management and advisory firm, managing over US$26 billion in assets
  • The placement strengthens thl's relationship with CITIC Capital, which brings with it a wealth of global tourism experience through CCTIF, and provides access to RV opportunities in the rapidly expanding Chinese market (without the obligation for thl to commit capital)

3. Existing shareholder participation

  • In addition, thl is offering the opportunity to its existing eligible shareholders to participate in the capital raising via a fully underwritten pro rata Rights Offer of NZ$50m at a 14.5% discount to the Placement adjusted Theoretical ex-Rights Price (TERP)2 (based on the last close price of NZ$4.04 per share on 21 June 2019)
  • Shares issued to HB Holdings are cum-Rights and HB Holdings has committed to take up its full entitlement under the Rights Offer
  • The thl Board, the CEO and the CFO intend to participate in the Rights Offer

3

1

See page 18 for detailed analysis

2

TERP is the price at which thl's shares should theoretically trade at, immediately after the shares

become ex-entitlement

thl business snapshot

thl is focussed on establishing itself as global leader in the RV ecosystem

RV OPERATIONS

OTHER

NZ and Australia

North America

UK

NZ Experiences

Build

Buy

Rent

Sell

External

External

External

RV Tech

Denotes thl joint ventures

4

Global growth strategy

thl is committed to maintaining a strong focus on Return on Funds Employed1 (ROFE) as it pursues

its global growth ambitions

1

Protect and

•

Focus on operational improvements to drive capital efficiency

•

Explore organic growth and ancillary revenue streams across all jurisdictions

grow the core

• Leverage existing infrastructure and capabilities

2 Capture

• Develop TH2 into the leader in travel technology in the RV industry

travel

• Continue to refine the TH2 offering with the intent to create a globally successful technology business

technology

portfolio

opportunities

•

Focus on asset-lighthighly-scalable models

3

Pursue

•

Seek out M&A opportunities that align with thl's core business capabilities

•

Maintain capital discipline in the evaluation of transactions

acquisition

• Specific target jurisdictions currently being explored include core markets of New Zealand, Australia and

opportunities

North America, as well as growth jurisdictions where thl does not currently operate (e.g. Europe and China)

1

Return on Funds Employed (ROFE) is a non-GAAP measure that thl uses to measure performance of business units, and the Group, in relation to the financial resources.

ROFE is calculated as EBIT divided by average monthly net funds employed. Net funds employed are measured as total assets, less non-interest bearing liabilities and cash

5

on hand. The calculation is done in NZ dollars

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

THL - Tourism Holding Limited published this content on 24 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2019 22:34:07 UTC