thl NZ$30M placement to HB Holdings and NZ$50M rights offer

Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Email: info@thlnz.co.nz
Level 1, 83 Beach Road
www.thlonline.com
Auckland City

PO Box 4293, Shortland Street

Auckland 1140, New Zealand




24 June 2019

NZX ANNOUNCEMENT

TOURISM HOLDINGS LIMITED (thl)

TOURISM HOLDINGS ANNOUNCES NZ$30 MILLION PLACEMENT TO HB HOLDINGS AND NZ$50 MILLION RIGHTS
OFFER

 thl is raising capital and establishing an important cornerstone investment relationship to underpin its global
growth strategy and strengthen its balance sheet.
 The company is raising approximately NZ$80 million via a NZ$30 million placement to HB Holdings (a wholly
owned subsidiary of the CITIC Capital International Tourism Fund (CCITF)) at NZ$4.02 per share, which settled
this morning, followed by an approximately NZ$50 million fully underwritten pro rata 1 for 9 rights offer at
NZ$3.40 per share.
 A shortfall bookbuild will be undertaken at the end of the offer period for any shortfall.
 Shareholders not taking up their rights may receive value for their rights through this process.
 thl expects FY19 NPAT to be between NZ$25M and NZ$27M
1
and reaffirms its intention to declare an FY19
final dividend of 14 cents per share (to be imputed at 50%), consistent with FY18.

thl has identified CCITF as a strong supporting shareholder for its global strategy and CCITF’s participation leading
this capital raise supports thl’s global growth, while opening up the potential of the China market which CCITF and
thl are working on together.

Tourism Holdings Limited (NZX:THL) is focused on establishing itself as a global leader in the recreational vehicle
(RV) market and maintaining its focus on Return on Funds Employed
2
(ROFE) as it pursues global growth. thl’s
global growth strategy is to:

1. Protect and grow its core business by focusing on operational improvements and leveraging existing
infrastructure and capabilities;
2. Capture travel technology opportunities through the TH2 joint venture with Thor Industries, with an emphasis
on asset-light highly-scalable models; and
3. Pursue acquisition opportunities that align with thl’s core business capabilities across both thl’s existing core
markets of New Zealand, Australia and North America, as well as growth markets where thl does not
currently operate (e.g. Europe and China).


1
Excludes potential one-off Australian tax liability of approximately A$3.6M.
2
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 on hand. The calculation is done in NZ dollars.

2 of 4
The equity capital raising will:
 Create additional balance sheet headroom and provide thl with financial flexibility to undertake smaller bolt-
on acquisitions without the need to raise additional equity capital, allowing it to more quickly respond to
opportunistic situations as they arise;
 Fund near term investment in travel technology opportunities through TH2; and
 Reduce debt levels and leverage, which thl considers to be prudent at this time given headwinds in some
markets (e.g. USA).

FY19 Guidance and Trading Update
thl expects FY19 NPAT to be between NZ$25M and NZ$27M
3
and reaffirms its intention to declare an FY19 final
dividend of 14 cents per share (to be imputed at 50%), consistent with FY18.

thl notes that the implementation of outcomes from thl’s USA review are currently on track. Recent USA vehicle
sales have been in line with forecasts and thl remains committed to reducing capital deployed in the USA business
in order to improve ROFE.

TH2 continues to represent a significant opportunity for thl and thl continues to invest. thl’s share of FY20
investment (which will be reported in the income statement as NPBT losses) is expected to increase to US$8.5M,
owing to a delay in some software development and reframing of some opportunities. TH2 is now projected to at
least breakeven at a NPBT level in FY22.

Other businesses are performing to expectations, with EBIT growth in FY19 expected from NZ and Australian
rentals, the NZ tourism business and Just go. Action Manufacturing has experienced lower margins in FY19. FY20
rental demand is expected to remain strong across the business.

For further detail on FY19 trading and outlook for thl’s various business segments, please see the associated
investor presentation.

CCITF Placement
thl has placed NZ$30M of shares to 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 closing price on the NZX on 21 June 2019 of NZ$4.04 per share
(Last Close)). This increases HB Holdings’ shareholding to 16.9% of thl (prior to the Rights Offer) from its current
11.9%. HB Holdings has committed to take up its entitlement under the Rights Offer. To the extent HB Holdings
bids for and is allocated shares as an outcome of the shortfall bookbuild (explained below), its shareholding
would increase above 16.9%.

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 (CITIC Capital) (the General Partner of CCITF)
and will be a non-independent director of thl.

CITIC Capital is a globally focused, China-based, alternative investment management and advisory firm, managing
over USD$26B in assets. The Placement strengthens thl’s relationship with CITIC Capital, which brings a wealth of
global tourism experience through CCITF and the ability to access RV opportunities in the rapidly expanding
Chinese market (without an obligation for thl to commit capital).

3
Excludes potential one-off Australian tax liability of approximately A$3.6m

3 of 4
Rights Offer and Shortfall Bookbuild
Under the Rights Offer, eligible shareholders are entitled (but not obliged) to subscribe for 1 new share for every
9 existing shares held as at 5.00pm on the record date of 2 July 2019, at an issue price of $3.40 per new share.
This represents a 15.8% discount to Last Close and a 14.5% discount to the Placement adjusted Theoretical ex-
Rights Price (TERP)
4
of $3.97 per share, post the Placement and the Rights Offer (based on Last Close). Any
entitlements that are not taken up by eligible shareholders and entitlements of ineligible shareholders will be
offered for sale in the shortfall bookbuild. Eligible retail shareholders will have the opportunity to participate in
this bookbuild alongside institutional investors.

The thl Board, the CEO and CFO intend to participate in the Rights Offer.

Full details of the Offer will be sent to eligible shareholders. Information on the Offer, including the investor
presentation lodged today, are available on thl’s website www.thlonline.com or on the NZX at
https://www.nzx.com/companies/THL.

Key dates
The record date for determining entitlements to participate in the Rights Offer is 5.00pm on 2 July 2019.
Other key dates (which are subject to change) are as follows:

Announcement of Offer and settlement of Placement to HB Holdings: 24 June 2019.

Record date and allotment of Rights: 5.00pm NZ time on 2 July 2019.

Offer Document and Acceptance Forms are sent to eligible shareholders: 3 July 2019.

Opening Date: 4 July 2019.

Closing Date: 5.00pm NZ time on 16 July 2019.

Shortfall Bookbuild: 18 July 2019.

Settlement and allotment date for the Rights Offer: 23 July 2019.

Expected date of quotation of New Shares: 23 July 2019.

Payment of any premium achieved in the Shortfall Bookbuild: By 24 July 2019.

For questions about this Offer, shareholders should consult their broker, solicitor, accountant, financial adviser or
other professional adviser.

thl has appointed Jarden Securities Limited as lead manager of the capital raising, with the Offer fully
underwritten by Jarden Partners Limited. MinterEllisonRuddWatts has provided legal advice.

END

Authorised by:


Rob Campbell
Chairman
Tourism Holdings Limited



4
TERP is the price at which thl’s shares should theoretically trade at, immediately after the shares become ex-entitlements.

4 of 4
For further information contact:
Grant Webster
thl Chief Executive
Direct Dial: +64 9 336 4255 | Mobile: +64 21 449 210

Jennifer Bunbury
thl CFO
Direct Dial: +64 9 336 4212 | Mobile: +64 21 118 4955

---

TOURISM HOLDINGS LIMITED
1 for 9
Rights Offer
OFFER DOCUMENT
24 JUNE 2019
This is an important document. You should read the whole document before
deciding whether to subscribe for shares. If you have any doubts about what to
do, please consult your broker, financial, investment or other professional adviser.
Not for release or distribution in the United States.
Lead Manager
and Underwriter

Important information
General Information
This Offer Document has been prepared by Tourism
Holdings Limited (thl) in connection with a pro rata 1 for 9
rights offer of ordinary shares (Rights Offer) and Shortfall
Bookbuild (together, the Offer). The Offer is made under
the exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA). This Offer Document
is not a product disclosure statement or other disclosure
document for the purposes of the FMCA and does not
contain all of the information that an investor would find
in such documents or which may be required
in order to make an informed investment decision about
the Offer or thl.
Additional information available under
continuous disclosure obligations
thl is subject to continuous disclosure obligations under
the Listing Rules which require it to notify certain material
information to NZX. Market releases by thl, including its
interim report (for the half year ended 31 December 2018),
are available at www.nzx.com under the stock code THL.
thl may, during the Offer, make additional releases to
NZX. No release by thl to NZX will permit an Applicant to
withdraw any previously submitted Application without
thl’s prior consent whether or not there has been any
permissible variation of the Offer.
The market price of Shares may increase or decrease
between the date of this Offer Document and the date
of allotment of New Shares. Any changes in the market
price of Shares will not affect the Issue Price, and the
market price of New Shares following allotment may be
higher or lower than the Issue Price.
Offering Restrictions
This Offer Document is intended for use only in
connection with the Offer to Eligible Shareholders.
No action has been taken to permit an offering of the
New Shares in any jurisdiction outside those noted in
this Offer Document. The distribution of this document
(including electronically) outside of New Zealand may be
restricted by law and persons who come into possession
of it (including nominees, trustees or custodians) should
observe any such restrictions. This Offer Document does
not constitute an offer or invitation in any place in which,
or to any person to whom, it would not be lawful to make
such an offer or invitation.
No person may subscribe for, purchase, offer, sell,
distribute or deliver New Shares, or be in possession of, or
distribute (including electronically) to any other person,
any offering material or any documents in connection with
the Offer, in any jurisdiction other than in compliance with
all applicable laws and regulations. Further details on the
specific offering restrictions that apply to the jurisdictions
and persons to whom this Offer was intended to be
made are set out in the Details of the Offer section of this
Offer Document. If you come into possession of this Offer
Document, you should observe any such restrictions. Any
failure to comply with such restrictions may contravene
applicable securities law.
Nominees may only apply for New Shares on behalf of
beneficial shareholders outside New Zealand who are
Institutional Investors in, and to the extent permitted, in
the section captioned “Details of the Offer - International
Offer Restrictions”.
Nominees will be deemed to have represented and
warranted that they comply with this restriction. None of
thl nor any of its directors, officers, employees, consultants,
agents or advisers accepts any liability or responsibility
to determine whether a person is able to participate in
the Of fer.
thl retains discretion to refuse any Application Form
returned by persons thl does not consider may participate
in the Offer and thl will not process such form and no
shares will be allotted or issued to such persons further
to this Offer Document or any other materials associated
with the Offer.
Withdrawal
thl reserves the right to withdraw all or any part of the
Offer. If the Offer as a whole is withdrawn, you will not
be allotted New Shares and any amount you have paid
to thl will be refunded to you within five Business Days
of the withdrawal. No interest will be payable to you on
any monies refunded. If only the Shortfall Bookbuild is
withdrawn the Rights Offer may still proceed.
No Guarantee
No guarantee is provided by any person in relation to the
New Shares offered pursuant to the Offer. No warranty is
provided with regard to the future performance of thl or
any return on any investments made pursuant to this
Offer Document.
Decision to Participate in the Offer
The information in this Offer Document does not
constitute a recommendation to acquire New Shares or
financial product advice. This Offer Document has been
prepared without taking into account the investment
objectives, financial, or taxation situation or particular
needs of any Applicant or investor.
Privacy
Any personal information provided by Eligible Shareholders
on the Acceptance Form or via the online Application
process or by participants in the Shortfall Bookbuild will be
held by thl and/or the Registrar at the addresses set out in
the Directory. The information will be used for the purposes
of administering your investment in thl. This information
will only be disclosed to third parties with your consent or
if otherwise required by law. Under the Privacy Act 1993
(New Zealand), you have the right to access and correct any
personal information held about you.
Enquiries
Enquiries about the Offer can be directed to an Authorised
Financial Adviser, NZX Firm, or your solicitor, accountant or
other professional adviser. If you have any questions about
the number of New Shares shown on the Acceptance
Form that accompanies this document, or how to
complete the Acceptance Form or online Application,
please contact the Registrar.
Definitions
Capitalised terms used in this Offer Document have
defined meanings, which appear in the Glossary. All
references to times and dates are to times and dates
in New Zealand and all references to currency are to
New Zealand dollars.
01 thl Offer Document 24 June 2019

Letter from the Chair
Dear Shareholder,
On behalf of the Board, I invite you to participate
in an Offer of New Shares in thl, to raise
approximately NZ$50 million of new equity
capital for the company. The Offer follows
the placement of NZ$30m of new shares
to HB Holdings Limited (HB Holdings), a
wholly owned subsidiary of the CITIC Capital
International Tourism Fund (CCITF).
The Offer provides an opportunity for you to increase the
number of shares you hold in thl and to take advantage
of the discount at which New Shares will be issued under
the Of fer.
thl is focussed on establishing itself as a global leader in
the Recreational Vehicle (RV) market and maintaining its
focus on ROFE
1
as it pursues global growth. thl’s global
growth strategy is to:
1. Protect and grow its core business by focussing on
operational improvements and leveraging existing
infrastructure and capabilities;
2. Capture travel technology opportunities through the
TH2 joint venture with Thor Industries, with an emphasis
on asset-light highly-scalable models; and
3. Pursue acquisition opportunities that align with thl’s
core business capabilities across both thl’s existing core
markets of New Zealand, Australia and North America
as well as markets where thl does not currently operate
(e.g. Europe and China).
The equity capital raising will:
• Create additional balance sheet headroom and
provide thl with financial flexibility to undertake
smaller bolt-on acquisitions without the need to raise
additional equity capital, allowing it to more quickly
respond to opportunistic situations as they arise;
• Fund near term investment in travel technology
opportunities through TH2; and
• Reduce debt levels and leverage, which thl considers
to be prudent at this time given headwinds in some
markets (e.g. USA).
thl expects FY19 NPAT to be between NZ$25m and
NZ$27m
2
and reaffirms its intention to declare an FY19
final dividend of 14 cents per share (to be imputed at 50%),
consistent with FY18.
thl notes that the implementation of outcomes from thl’s
USA review are currently on track. Gordon Hewston has
now assumed responsibility in his new role as General
Manager – USA RV Operations and Ben Lane has been
appointed as VP (Commercial) for USA operations as an
internal promotion. thl also announces the closure of two
secondary sites, one in Las Vegas and one in Los Angeles,
with no changes to the primary sites in either location.
Recent USA vehicle sales have been in-line with forecasts
and thl remains committed to reducing capital deployed
in the USA business in order to improve ROFE.
TH2 is a portfolio of businesses, each with its own specific
market opportunity and stage of development. TH2
continues to represent a significant opportunity for thl
and thl continues to invest:
• thl’s share of FY20 investment (in the form of NPBT
losses) is expected to increase to US$8.5m owing to
a delay in some software development and reframing
of some opportunities;
• TH2 is now projected to at least breakeven at a NPBT
level in FY22; and
• As a 50% owner of TH2, thl has a significant degree
of influence on TH2 and continues to evaluate further
investment on a disciplined basis. In this regard TH2
has closed its Mighway USA business, given cash
burn requirements above acceptable levels against
a backdrop of significant competition from venture
capital backed competitors.
Other businesses are performing to expectations.
New Zealand and Australia rentals are expected to
achieve strong growth in EBIT in FY19 and the current
rental demand outlook for FY20 is assessed as being
ahead of the same period of FY19. The New Zealand
Tourism businesses, on a combined basis, are expected
to achieve EBIT in FY19 marginally above FY18 levels, with
single digit revenue growth expected in FY20. Just Go,
thl’s Europe based joint venture, is expected to be up on
FY18 NPBT. Action Manufacturing, thl’s Australasia based
manufacturing joint venture, has experienced lower
margins in FY19. However, FY20 demand is expected
to be sound.
CCITF
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 has placed NZ$30m of shares to 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 closing price
on the NZX on 21 June 2019 of NZ$4.04 per share (Last
Close)). This increases HB Holdings’ shareholding to 16.9%
of thl (prior to the Rights Offer) from its current 11.9%. HB
Holdings has committed to take up its entitlement under
the Rights Offer. To the extent HB Holdings bids for and is
allocated shares as an outcome of the Shortfall Bookbuild
its shareholding would increase above 16.9%.
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 (CITIC Capital) (the General Partner of CCITF) and
will be a non-independent director of thl.
CITIC Capital is a globally focussed, China based,
alternative investment management business, managing
over USD$26 billion in assets.
1. ROFE (Return on Funds Employed) 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.
2. Excludes potential one-off Australian tax liability of approximately A$3.6m.
02

The placement strengthens thl’s relationship with
CITIC Capital, which brings a wealth of global tourism
experience through CCITF and the ability to access RV
opportunities in the rapidly expanding Chinese market
(without an obligation for thl to commit capital).
China Opportunity
The RV sales market in China is small but is expected to
continue to grow rapidly. An estimated 25,000 RVs were
sold in China in 2017 but analysts estimate this could
reach 400,000 by 2025
3
. The RV rental market remains
nascent in China but a growing middle class and demand
for leisure related goods has the potential to create a
significant market opportunity.
The CCITF invests in tourism projects across the globe,
providing an attractive network for thl to leverage.
CCITF and thl intend to enter into a Memorandum of
Understanding (MoU) to explore opportunities in the
Chinese market. Under the intended MoU:
• thl would provide IP, know-how and human resources
but would be under no obligation to make any capital
contribution; and
• CCITF would provide capital and access to opportunities
in the Chinese market.
Participating in the Offer
Under the Offer, you have the opportunity to purchase
1 New Share for every 9 existing thl shares you own at
5.00pm (NZ Time) on 2 July 2019.
The Issue Price is $3.40 per New Share, which represents
a 15.8% discount to Last Close and a 14.5% discount to the
Placement adjusted theoretical ex-rights price (TERP)
4
of
$3.97 per share post the placement to HB Holdings and
the Offer, based on Last Close.
The Offer is fully underwritten by Jarden Partners Limited.
The Rights will not be tradeable on the NZX Main Board.
Instead, any Rights not taken up, or attributable to Ineligible
Shareholders, will be offered to investors through
a bookbuild process. In addition to Institutional Investors,
we are pleased to give retail shareholders that take up
their Rights in full the opportunity to participate in the
Shortfall Bookbuild.
As such, if you do nothing with some or all of your Rights,
you may still receive value for those Rights, to the extent
that the Shortfall Bookbuild price exceeds the Issue Price.
The thl Board, CEO and CFO intend to participate in the
Rights Offer.
You have until 5.00 pm (NZ Time) on 16 July 2019 to
subscribe for New Shares.
Applications must be made (together with payment)
either via:
• Completion of the enclosed Acceptance Form and
return to Registrar; or
• Submission of the Online Application at
thlshareoffer.com.
Please read this Offer Document carefully before
deciding what to do. If you have any questions about
how to deal with your Rights, you are encouraged to
talk to a professional adviser.
We encourage you to read through all of our recent
announcements, particularly the Investor Presentation
released on 24 June 2019 at NZX.com under the ticket
“THL”. You can also access information, including the
Investor Presentation and announcements regarding
the Offer, on our website at www.thlonline.com.
Thank you for considering this opportunity and for
continued support.
Yours sincerely
3. Goldstein research (2018) RV Industry in China: Market Trends, Share, Size, Statistics, Export/Import Data, Key Players,
Opportunities 2017-2025.
4. TERP is the price at which thl's shares should theoretically trade at, immediately after the shares become ex-entitlement.
Rob Campbell
Chair
03 thl Offer Document 24 June 2019

Key terms of the offer
Issuer
Tourism Holdings Limited
The Offer
A fully underwritten pro rata rights issue of 1 New Share for every 9 Existing Shares held
on the Record Date (with fractional Rights being rounded down to the nearest share).
The Rights will not be tradeable on the NZX Main Board.
The Offer is fully underwritten by Jarden Partners Limited and thl’s largest Shareholder,
HB Holdings Limited, has committed to take up all of its Rights.
The approximate amount to be raised under the Offer is $50 million.
Rights
Eligible Shareholders may take up some or all or none of their Rights. You do not pay for
the Rights themselves, only for New Shares which will be issued to you if you choose to
take up some or all of your Rights.
Any Rights not taken up, or attributable to Ineligible Shareholders, will be offered to
investors through the Shortfall Bookbuild process described below.
Eligible Shareholder
under the Rights Offer
A person who was recorded on thl’s share register as a Shareholder at 5:00pm on the
Record Date and:
• whose address is shown in thl’s share register as being in New Zealand; or
• whose address is shown in thl’s share register as being in Australia, Hong Kong,
Singapore or the Cayman Islands, provided the person is an Institutional Investor,
and, in each case, who is not in the United States and who is not acting for the account or
benefit of a person in the United States.
Issue Price
$3.40 per New Share.
Any New Shares issued under the Shortfall Bookbuild will be issued at the Bookbuild Price.
New Shares
The same class as (and ranking equally with) Existing Shares. The Shares will be entitled to
dividends from the Issue Date (thl expects its next dividend to be paid in October 2019).
Shortfall Bookbuild
There is no oversubscription facility for the Offer. However, Eligible Shareholders who take
up their Rights in full have the opportunity to apply for additional New Shares which are
attributable to any Rights not taken up. These Applications for additional New Shares will
go into a bookbuild process which will also involve Institutional Investors.
04

Important dates
1
Applicants are encouraged to apply via the online Application process or
submit their personalised Acceptance Forms as soon as possible.
24 June
2019
Announcement of Offer and
settlement of Private Placement
2 July
2019
Record Date and allotment of
Rights (5:00pm (NZ time))
3 July
2019
Offer Document and Acceptance Forms
are sent to Eligible Shareholders
4 July
2019
Opening Date
16 July
2019
Closing Date for the Rights Offer at
5:00pm (NZ time) – last day to apply
online and for receipt by the Registrar
of printed Acceptance Forms with payment
18 July
2019
Shortfall Bookbuild occurs
23 July
2019
Settlement and allotment date
for the Offer
23 July
2019
Expected date for quotation of
New Shares issued under the Offer
24 July
2019
Payment of any Premium achieved
in the Shortfall Bookbuild to holders
of any Unexercised Rights
30 July
2019
Holdings statements sent to
successful Applicants
1. Dates above are subject to change and are indicative only. thl reserves the right to amend this timetable (including by
extending the Closing Date) subject to applicable laws and the Listing Rules. thl reserves the right to withdraw the
Offer or any part of the Offer and the issue of New Shares at any time at its absolute discretion before the Issue Date.
05 thl Offer Document 24 June 2019

Actions to be taken by
Eligible Shareholders
Take up all or part
of your Rights
Applications to take up all or part of your Rights can be made online at thlshareoffer.com
from 4 July 2019 or by completing the Acceptance Form and returning it to the Registrar
together with payment. Please allow adequate time for mail deliveries. Applications
received after 5:00pm (New Zealand time) on the Closing Date may not be accepted.
Online Applications are thl’s preferred method of participation as it allows for faster
processing of your Application.
There is no minimum number of New Shares which you must subscribe for under the
Rights Offer.
If you take up only part of your Rights, any New Shares attributable to your Rights not taken
up will be offered as part of the Shortfall Bookbuild. You may still receive value for your
Unexercised Rights if a Premium is payable under the Shortfall Bookbuild.
Eligible Shareholders who take up only part of their Rights will have their holdings diluted
by the Offer.
Participate in
Shortfall
Bookbuild
To participate in the Shortfall Bookbuild you must:
a. take up your Rights in full (Part A of the Acceptance Form); and
b. apply for New Shares under the Shortfall Bookbuild by specifying the dollar value of
New Shares that you wish to apply for (Part B of the Acceptance Form).
If you do not take up your Rights in full, then you will not be eligible to participate in the
Shortfall Bookbuild and your Application for any additional New Shares under the Shortfall
Bookbuild will be disregarded.
Applications can be made online at thlshareoffer.com from 4 July 2019 or by completing the
Acceptance Form and returning it to the Registrar together with payment.
Payment must be made for both your Rights and the dollar value of New Shares that you
are applying for under the Shortfall Bookbuild.
The price for New Shares under the Shortfall Bookbuild will be the Bookbuild Price set during
the bookbuild. The Bookbuild Price may be higher than the Issue Price and you may not
receive all or any of the New Shares you apply for under the Shortfall Bookbuild.
How to pay for
your New Shares
You are able to pay for your New Shares by way of cheque or direct debit.
If you are applying for additional New Shares in the Shortfall Bookbuild, you will be required
to make full payment at the time of Application. If any scaling is applied to the Application,
a refund of any extra Application Monies (without interest) above $5, will be processed within
five Business Days of the allotment of the New Shares.
More detail on payment options are set out in the online application process or on the
Acceptance Form.
Renouncing
Your Rights
Eligible Shareholders may sell some or all of their Rights by completing the relevant section
of their Acceptance Form and ensuring the purchaser returns it to the Registrar together with
payment by the Closing Date. Should the Eligible Shareholder wish to sell their Rights in this
manner, the Eligible Shareholder is responsible for identifying a purchaser.
However, the Rights will not be quoted on the NZX Main Board and there will be no licensed
market on which Eligible Shareholders may sell their Rights. Accordingly, there may be no
market for the Rights and it may be difficult to find a purchaser for any Rights.
Do nothing
If you do nothing, any New Shares attributable to your Rights will be offered as part of the
Shortfall Bookbuild. You may still receive value for your Unexercised Rights if a Premium is
payable under the Shortfall Bookbuild.
Eligible Shareholders who do not take up their Rights will have their holdings diluted
by the Offer.
06

Details of the offer
The Offer
The Offer is for New Shares in thl in a pro rata rights issue
followed by a Shortfall Bookbuild. Eligible Shareholders
can subscribe for 1 New Share per 9 Existing Shares held
on the Record Date. Any fractional Rights will be rounded
down to the nearest whole number but Rights will not be
scaled up to a Minimum Holding. The Rights will not be
tradeable on the NZX Main Board.
If you take up your Rights in full, you may also apply for
additional New Shares, by specifying a dollar amount of
New Shares for which you wish to apply for online or in
your completed Acceptance Form to exercise your Rights.
The maximum number of New Shares under the Offer
is 14,670,653. The Offer is fully underwritten by Jarden
Partners Limited.
The New Shares will be of the same class as, and will
rank equally with, the Existing Shares quoted on the
NZX Main Board. It is a term of the Offer that thl will take
any necessary steps to ensure that the New Shares are,
immediately after the issue, quoted.
New Shares attributable to Rights which are not taken up
by Eligible Shareholders (together with those attributable
to Rights of Ineligible Shareholders) will be offered under
the Shortfall Bookbuild.
Issue Price
The Issue Price is $3.40 per New Share. Payment for the
New Shares must be paid in full in accordance with the
instructions set out in the online application process or on
the Acceptance Form.
thl may choose to accept late Applications and application
payments but has no obligation to do so. thl may accept
or reject any Acceptance Form which it considers is
not completed correctly, and may correct any errors or
omissions on any online Application or Acceptance Form.
As required by the Listing Rules, if thl receives, before the
Closing Date, a renunciation and an acceptance in respect
of the same Right(s), the renunciation shall be given
priority to the acceptance.
Application Monies will be held in a trust account with
the Registrar until the New Shares are allotted or the
Application Monies are refunded. Interest earned on the
Application Monies will be retained by thl whether or not
the issue and allotment of New Shares takes place.
Any refunds of Application Monies will be made within
five Business Days of allotment or of any decision not to
proceed with the Offer.
Eligibility
The Offer is only open to Eligible Shareholders and
persons that thl is satisfied can otherwise participate in
compliance with all applicable laws, including Institutional
Investors in Australia, Hong Kong, Singapore and the
Cayman Islands under the Shortfall Bookbuild.
The Rights Offer will be made only in New Zealand
and to Shareholders who are Institutional Investors
in Australia, Hong Kong, Singapore or the Cayman
Islands. thl considers that offering it wider would be
too onerous given the costs of complying with the legal
requirements in other jurisdictions and the small number
of Shareholders the Rights Offer would likely attract.
This Offer Document is restricted to Eligible Shareholders
with a registered address in New Zealand, Australia,
Hong Kong, Singapore and the Cayman Islands, as well
as to Institutional Investors in those jurisdictions under
the Shortfall Bookbuild, in each case, who are not in the
United States and are not acting for the account or benefit
of a person in the United States. The distribution of this
Offer Document (including an electronic copy) outside
New Zealand may be restricted by law. Any failure to
comply with such restrictions may contravene applicable
securities law. thl disclaims all liability to such persons.
The Rights of all Ineligible Shareholders will be included
in the Shortfall Bookbuild.
International Offer Restrictions
This Offer Document does not constitute an offer of New
Shares in any jurisdiction in which it would be unlawful.
In particular, this document may not be distributed to any
person, and the New Shares may not be offered or sold,
in any country outside New Zealand except to the extent
permitted below.
Australia
This document and the offer of New Shares are only
made available in Australia to persons to whom an
offer of securities can be made without disclosure in
accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors)
of the Australian Corporations Act 2001 (the “Australian
Corporations Act”). This document is not a prospectus,
product disclosure statement or any other formal
“disclosure document” for the purposes of Australian
law and is not required to, and does not, contain all the
information which would be required in a “disclosure
document” under Australian law. This document has
not been and will not be lodged or registered with the
Australian Securities & Investments Commission or the
Australian Securities Exchange and thl is not subject
to the continuous disclosure requirements that apply
in Australia.
Prospective investors should not construe anything in
this document as legal, business or tax advice nor as
financial product advice for the purposes of Chapter 7
of the Australian Corporations Act. Investors in Australia
should be aware that the offer of New Shares for resale
in Australia within 12 months of their issue may, under
section 707(3) of the Australian Corporations Act, require
disclosure to investors under Part 6D.2 if none of the
exemptions in section 708 of the Australian Corporations
Act apply to the re-sale.
Cayman Islands
No offer or invitation to subscribe for New Shares may be
made to the public in the Cayman Islands.
07 thl Offer Document 24 June 2019

Hong Kong
WARNING: This document has not been, and will not be,
registered as a prospectus under the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong, nor has it been authorised by the Securities
and Futures Commission in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the “SFO”). No action has been taken in Hong
Kong to authorise or register this document or to permit
the distribution of this document or any documents
issued in connection with it. Accordingly, the Rights and
the New Shares have not been and will not be offered or
sold in Hong Kong other than to “professional investors”
(as defined in the SFO and any rules made under that
ordinance).
No advertisement, invitation or document relating to the
Rights and the New Shares has been or will be issued,
or has been or will be in the possession of any person
for the purpose of issue, in Hong Kong or elsewhere that
is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong)
other than with respect to Rights and New Shares that are
or are intended to be disposed of only to persons outside
Hong Kong or only to professional investors. No person
allotted Rights or New Shares may sell, or offer to sell, such
securities in circumstances that amount to an offer to the
public in Hong Kong within six months following the date
of issue of such securities.
The contents of this document have not been reviewed
by any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the Offer. If you are in doubt
about any contents of this document, you should obtain
independent professional advice.
Singapore
This document and any other materials relating to the
Rights and the New Shares have not been, and will not
be, lodged or registered as a prospectus in Singapore
with the Monetary Authority of Singapore. Accordingly,
this document and any other document or materials
in connection with the offer or sale, or invitation for
subscription or purchase, of Rights and New Shares,
may not be issued, circulated or distributed, nor may the
Rights and New Shares be offered or sold, or be made
the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore
except pursuant to and in accordance with exemptions
in Subdivision (4) Division 1, Part XIII of the Securities
and Futures Act, Chapter 289 of Singapore (the “SFA”)),
or as otherwise pursuant to, and in accordance with the
conditions of, any other applicable provisions of the SFA.
This document has been given to you on the basis that
you are (i) an existing holder of Shares, (ii) an “institutional
investor” (as defined in the SFA) or (iii) an “accredited
investor” (as defined in the SFA). In the event that you
are not an investor falling within any of these categories,
please return this document to thl immediately. You may
not forward or circulate this document to any other person
in Singapore.
Any offer is not made to you with a view to the Rights or
the New Shares being subsequently offered for sale to any
other party. There are on-sale restrictions in Singapore
that may be applicable to investors who acquire Rights
or New Shares. As such, investors are advised to acquaint
themselves with the SFA provisions relating to resale
restrictions in Singapore and comply accordingly.
Opening and Closing Dates
The Rights Offer will open on 4 July 2019 and close (for
both Applications made online, or by the Acceptance
Form) at 5:00pm (NZ time) on 16 July 2019, subject to thl
varying those dates in accordance with the Listing Rules.
Shortfall Bookbuild
New Shares attributable to Unexercised Rights will be
offered to Eligible Shareholders who take up their Rights
in full and who apply for additional New Shares, and
Institutional Investors, under the Shortfall Bookbuild. If you
do not take up all of your Rights under the Rights Offer or
are an Ineligible Shareholder, the New Shares attributable
to your Unexercised Rights will be offered for sale in the
Shortfall Bookbuild.
The Lead Manager will manage the Shortfall Bookbuild on
behalf of thl. The Shortfall Bookbuild will be completed on
18 July 2019.
Shortfall Bookbuild process
Eligible Shareholders that take up their Rights in full can
apply for additional New Shares by specifying the dollar
value of New Shares for which they wish to apply at the
time they complete and return the enclosed Acceptance
Form to exercise their Rights. Eligible Shareholders can
also apply online at thlshareoffer.com. The price at which
the New Shares will be issued to Eligible Shareholders is
the Bookbuild Price to be set as described below.
08

All Eligible Shareholders that wish to apply for New Shares
as part of the Shortfall Bookbuild must do so in dollars.
Institutional Investors participating in the Shortfall
Bookbuild will bid for New Shares attributable to
Unexercised Rights. The minimum bid that may be
submitted for a New Share under the Shortfall Bookbuild
is the Issue Price of $3.40 per New Share and this amount
is payable to thl.
The Bookbuild Price will be determined by thl and the
Lead Manager and will be:
• no less than the Issue Price; and
• no more than the closing price on the NZX Main Board
for an Existing Share on the last trading day prior to the
Shortfall Bookbuild (unless the closing price is less than
the Issue Price, in which case the Bookbuild Price will
be equal to the Issue Price).
The proceeds from each New Share issued under the
Shortfall Bookbuild (if any) will be paid by the Registrar
as follows:
• the Issue Price of $3.40 to thl; and
• any Premium achieved to the holders of Unexercised
Rights (including Ineligible Shareholders) in proportion
to their holdings of Unexercised Rights. Ineligible
Shareholders will be deemed to hold the number of
Rights they would have received if they were Eligible
Shareholders for the purpose of calculating the amount
of any Premium payable to them.
Example
This example assumes that there is demand for all of the
New Shares available under the Shortfall Bookbuild and
that the Bookbuild Price exceeds the Issue Price.
Issue Price per New Share: $3.40
Bookbuild Price per New Share: $3.80
Premium: $0.40
In this example, a Shareholder who holds 900 Existing
Shares at 5:00pm on the Record Date who is either an
Ineligible Shareholder or is an Eligible Shareholder who
chooses not to take up all of his or her Rights will have 100
Unexercised Rights. That Shareholder will receive $90 in
aggregate for his or her Unexercised Rights in the Shortfall
Bookbuild, being the Premium of $0.40 multiplied by the
number of Unexercised Rights held by him or her.
The above is an example only. There is no guarantee that
the Bookbuild Price will exceed the Issue Price.
If the Bookbuild Price is equal to the Issue Price, there will
be no Premium payable to the holders of Unexercised
Rights.
Application to participate in Shortfall Bookbuild
If you are an Eligible Shareholder and you have taken up
all of your Rights, you may participate in the Shortfall
Bookbuild by completing Part B of the Acceptance Form
and applying for a dollar amount of New Shares at the
Bookbuild Price. You can also apply online at
thlshareoffer.com.
If you are an Institutional Investor, you may participate in
the Shortfall Bookbuild by contacting the Lead Manager
who will provide details as to the process to be undertaken
in relation to the Shortfall Bookbuild.
Shortfall Bookbuild allocation policy
Allocations and any necessary scaling of Applications
for New Shares under the Shortfall Bookbuild will be
determined by thl in its discretion in consultation with
the Lead Manager.
Once the Bookbuild Price has been determined and
following any scaling, the Application Monies in respect
of any Applications for New Shares through the Shortfall
Bookbuild by Eligible Shareholders will be divided by the
Bookbuild Price to calculate the number of New Shares
that those Eligible Shareholders have applied for (subject
to scaling), rounded down to the nearest whole New
Share. Any refunds of Application Monies due to scaling
of Applications or Applications not being accepted under
the Shortfall Bookbuild will be made within five Business
Days of allotment of the New Shares (without interest). If
there is any difference of less than $5 between the dollar
amount of New Shares for which you apply through the
Shortfall Bookbuild and the value (based on the Bookbuild
Price) of the New Shares you receive through the Shortfall
Bookbuild, this will be retained by thl.
Payment of Premium
The Premium, if any, will be paid by the Registrar in
New Zealand dollars in accordance with the direct
credit payment instructions provided by the relevant
Shareholder to thl (if any) or otherwise by cheque sent by
ordinary post to their address as recorded in thl’s share
register. No interest will be paid in respect of any Premium
payable. Payment (if any) is expected to be made by
24 July 2019.
Cancellation of Shortfall Bookbuild
thl reserves the right to cancel the Shortfall Bookbuild
at any time prior to allotment of New Shares under the
Shortfall Bookbuild.
Discretion to refuse Shortfall Bookbuild
Applications
thl reserves the right to determine who may participate
in the Shortfall Bookbuild in consultation with the Lead
Manager and may decline Applications for New Shares by
any Eligible Shareholder or Institutional Investor under the
Shortfall Bookbuild.
Dividend Policy
thl's dividend policy is to declare dividends at a rate
of between 75% to 90% of the net profit after tax in
conjunction with the release of thl's half year and full year
results. thl expects to exclude the FY20 investment (which
will be reported in the FY20 Income Statement as NPBT
losses) in TH2 from the assessment of its FY20 dividends.
This is consistent with the approach taken in FY19.
Payment of dividends is proposed to be in May
and October.
Each dividend will be determined by the Board after
due consideration of the capital requirements, operating
performance, financial position, debt levels, and cash flows
of the thl group at the time.
The Board reserves the right to amends the dividend
policy at any time.
09 thl Offer Document 24 June 2019

Oversubscription Facility
There is no oversubscription facility. If you wish to acquire
more New Shares than your entitlement to New Shares
under the Rights Offer, you should apply for additional
New Shares through the Shortfall Bookbuild by
completing Part B of your Acceptance Form and paying
the Application Monies for those additional New Shares.
Key Shareholder Commitment
HB Holdings Limited has committed to take up all of
its Rights.
Allotment and Issue of New Shares
New Shares issued pursuant to the exercise of Rights are
expected to be allotted and issued by 23 July 2019.
Holding statements for New Shares allotted under
the Offer will be sent in accordance with the Listing
Rules. Applicants under the Offer should ascertain their
allocation before trading in the New Shares. Applicants
can do so by contacting the Registrar, whose contact
details are set out in the Directory.
Applicants selling New Shares prior to receiving a holding
statement do so at their own risk. None of thl, the Lead
Manager, the Underwriter, the Registrar, nor any of
their respective directors, officers, employees, agents or
advisers, accepts any liability or responsibility should any
person attempt to sell or otherwise deal with New Shares
before the holding statement showing the number of
New Shares allotted to the Applicant is received by the
Applicant for those New Shares.
Terms and Ranking of New Shares
New Shares will be the same class as, and rank equally in
all respects with, Existing Shares quoted on the NZX Main
Board on the Issue Date. They will give the holder the right
to one vote on a resolution at a meeting of shareholders
(subject to any restrictions in thl’s constitution or the
Listing Rules), the rights to dividends authorised by the
Board and the right to a proportionate share in any
distribution of surplus assets of thl on any liquidation.
To trade your New Shares on the NZX Main Board you will
need to instruct a Trading Participant (i.e. your broker) to
conduct the trade on your behalf. NZX maintains a list of
all Trading Participants on its website: https://www.nzx.
com/services/market-participants/all-market-participants.
Underwriting Agreement
The Underwriter has fully underwritten the Offer. This
means that the Underwriter will, in accordance with the
Underwriting Agreement, subscribe at the Issue Price for
that number of New Shares which are not taken up under
the Offer.
A summary of the principal terms of the Underwriting
Agreement is as follows:
• The Underwriter and the Lead Manager will be paid an
underwriting fee of 1.25% of the gross proceeds to be
raised under the Rights Offer and a lead management
fee of 1.00% of the gross proceeds to be raised under
the Rights Offer.
• The Underwriter may terminate its obligations under
the Underwriting Agreement on the occurrence of a
number of events which are usual for an offer of this
nature.
• thl has agreed to indemnify the Underwriter in
connection with the underwrite against certain losses.
• thl is restricted from offering, accepting an offer for, or
alloting Shares or other equity securities (including by
issue or grant of a convertible instrument) from
24 June 2019 until six months after the date of allotment
of New Shares under the Offer, or otherwise entering
into any agreement whereby any person may be entitled
to the allotment and issue of any Shares or other equity
securities by thl, or making any announcement of an
intention to do any of the foregoing, other than pursuant
to the Offer, an existing dividend reinvestment plan or
an existing employee incentive scheme.
Brokerage and Stamping Fee
You will not pay any brokerage if you apply for New Shares
under the Offer.
A broker stamping fee of 0.5% subject to a maximum of
$200 will be paid on successful Applications. The fee will
be paid by the Underwriter. Details of the claims process
are to be separately communicated to NZX Primary
Market Participants.
The Underwriter reserves the right to decline payment
of broker stamping fees where it considers that holdings
have been split or otherwise structured to take advantage
of the stamping fee arrangements. In the event that the
total broker stamping fees payable exceed $20,000, the
payment will be scaled back on a pro rata basis.
The sale of the New Shares may be subject to normal
brokerage fees.
Minimum Amount to be Raised
There is no minimum amount that must be raised for the
Offer to proceed.
NZX Main Board Quotation
The New Shares have been accepted for quotation by
NZX and will be quoted upon completion of allotment
procedures. NZX Main Board is a financial product market
operated by NZX, a licensed market operator, under the
FMCA. NZX accepts no responsibility for any statement in
this Offer Document.
Withdrawal
thl reserves the right to withdraw all or any part of the
Offer at any time at its absolute discretion before the
Issue Date. If any Application is not accepted, all applicable
Application Monies will be refunded as set out in the
Issue Price section above without interest earned, if any.
Governing law
This Offer is governed by New Zealand law and you submit
to the exclusive jurisdiction of the courts of New Zealand.
10

Glossary
Acceptance Formmeans the personalised acceptance form enclosed in this Offer Document for
Eligible Shareholders.
Applicationmeans an application (including online) to subscribe for New Shares under this Offer
Document.
Application Moniesmeans monies received from Applicants in respect of their Applications.
Applicantmeans an investor whose Application (including online) for New Shares has been
received by the Registrar.
Bookbuild Price means the price per New Share determined by thl in consultation with the Lead Manager
through the Shortfall Bookbuild process based on the bids received from Institutional
Investors.
Business Day has the meaning given to that term in the Listing Rules.
Closing Datemeans 5:00pm (NZ time) on 16 July 2019.
Eligible
Shareholder
means a person who was recorded on thl’s share register as a Shareholder at 5:00pm on
the Record Date and:
• whose address is shown in thl’s share register as being in New Zealand; or
• whose address is shown in thl’s share register as being in Australia, Hong Kong,
Singapore or the Cayman Islands, provided the person is an Institutional Investor,
and, in each case, who is not in the United States and who is not acting for the account
or benefit of a person in the United States.
Existing Sharesmeans Shares on issue on the Record Date.
FMCA means the Financial Markets Conduct Act 2013.
Ineligible Shareholdersmeans Shareholders of thl who are not Eligible Shareholders.
Institutional Investormeans a person or entity who thl invites to participate in the Offer and considers is an
institutional or professional investor under applicable law, provided that they are not
acting for the account or benefit of a person in the United States.
Investor Presentationmeans the investor presentation released to NZX on 24 June 2019.
Issue Date means the date of allotment of the New Shares expected to be 23 July 2019.
Issue Pricemeans $3.40 per New Share.
Lead Managermeans Jarden Securities Limited.
Listing Rules means the listing rules of the NZX Main Board, as amended from time to time and for
so long as thl is listed by NZX.
Minimum Holdinghas the meaning given to that term in the Listing Rules.
New Sharemeans one Share in thl offered under the Offer of the same class as, and ranking equally
in all respects with, thl’s quoted Existing Shares at the Issue Date.
NZX means NZX Limited.
NZX Main Boardmeans the main board equity security market operated by NZX.
Offermeans the Rights Offer and the Shortfall Bookbuild.
Offer Document means this document.
Opening Datemeans 4 July 2019.
11 thl Offer Document 24 June 2019

Premiummeans the amount per New Share, if any, by which the Bookbuild Price exceeds the
Issue Price.
Private Placementmeans the issue of 7,462,686 Shares to HB Holdings Limited on 24 June 2019.
Record Datemeans 5:00pm on 2 July 2019.
Registrarmeans Link Market Services Limited.
Right means the renounceable right to subscribe for 1 New Share for every 9 Existing Shares held
on the Record Date at the Issue Price, issued pursuant to the Rights Offer.
Rights Offermeans the pro rata renounceable rights offer of New Shares detailed in this Offer
Document.
Share means one ordinary fully paid share in thl.
Shareholder means a registered holder of Shares on Record Date.
Shortfall Bookbuildmeans the bookbuild process for New Shares attributable to Unexercised Rights.
thl means Tourism Holdings Limited.
Underwriter means Jarden Partners Limited.
Underwriting Agreement means the agreement entered into between thl and the Underwriter dated 24 June 2019.
Unexercised Rights means those Rights not taken up by the Closing Date, including the Rights attributable to
Ineligible Shareholders.
NOTE:
• All references to time are to New Zealand time.
• All references to currency are to New Zealand dollars.
• All references to legislation are references to New Zealand legislation unless stated or defined otherwise.
12

13 thl Offer Document 24 June 2019

Corporate information
Directors
Rob Campbell
Debbie Birch
Rob Hamilton
Kay Howe
Cathy Quinn
Gráinne Troute
Graeme Wong
Executives
Grant Webster – Chief Executive Officer
Jennifer Bunbury – Chief Financial Officer
Jo Allison – Chief Operating Officer
Registered office
Level 1
83 Beach Road
Auckland 1010
New Zealand
Lead Manager and Underwriter
Jarden Securities Limited
Jarden Partners Limited
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Email: enquiries@linkmarketservices.co.nz
Tel: +64 9 375 5998
Fax: +64 9 375 5990
Auditors
PricewaterhouseCoopers
Auckland, New Zealand
Solicitors
MinterEllisonRuddWatts
Auckland, New Zealand
Bankers
ANZ Bank New Zealand Limited
Australia and New Zealand Banking
Group Limited
Westpac New Zealand Limited
Westpac Banking Corporation
The Hongkong and Shanghai Banking
Corporation Limited
Campervan. 4WD. Car Rentals
®
14

Offer Document 24 June 2019

---

Equity Capital Raising
24 June 2019
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

•Joinedthlas Chief Financial Officer in January 2019
•Member of the Institute of Directors and recent
participant in the Future Director programmewith
Scales Corporation
•Previous experience:
oDirector in the Investment Banking team at
DeutscheCraigsfor 8 years
o5 years in London in investor relations and
capital markets roles at BHP Billiton, Publicis
Groupe, and HSBC
oStarted career in the Investment Banking
team at ABN AmroNew Zealand
•Joined thlin 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:
oSenior executive roles across the tourism,
hospitality, gaming and retail industries
oGeneral Manager at SKYCITY Auckland
Presenting today
Grant Webster
Chief Executive Officer
Jennifer Bunbury
Chief Financial Officer
2

Overview
3
1. Equity raising rationale
•thlcontinues 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 2019
1
2. CITIC Capital International Tourism Fund (CCITF) Placement
•thlhas 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 thlin October 2017
•thlis 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 thlBoard intends to appoint Dr.GuorongQian to the Board of thl. Dr.Qian isthe
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 advisoryfirm, 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 thlto commit capital)
3. Existing shareholder participation
•In addition, thlis 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 thlBoard, the CEO and the CFO intend to participate in the Rights Offer
1See page 18 for detailed analysis
2TERP is the price at which thl’s shares should theoretically trade at, immediately after the shares
become ex-entitlement

thlbusiness snapshot
Build
RV OPERATIONSOTHER
North AmericaNZ and Australia
Rent
Sell
UKNZ Experiences
Denotesthljoint ventures
Buy
R V Te c h
ExternalExternal
External
thlis focussedon establishing itself as global leader in the RV ecosystem
4

5
Global growth strategy
Protect and
grow the core
•Focus on operational improvements to drive capital efficiency
•Explore organic growth and ancillary revenue streams across all jurisdictions
•Leverage existing infrastructure and capabilities
Capture
travel
technology
opportunities
•Develop TH2 into the leader in travel technology in the RV industry
•Continue to refine the TH2 offering with the intent to create a globally successful technology business
portfolio
•Focus on asset-light highly-scalable models
Pursue
acquisition
opportunities
•Seek out M&A opportunities that align with thl’s core business capabilities
•Maintain capital discipline in the evaluation of transactions
•Specific target jurisdictions currently being explored include core markets of New Zealand, Australia and
North America, as well as growth jurisdictions where thldoes not currently operate (e.g. Europe and China)
1
2
3
thlis committed to maintaining a strong focus on Return on Funds Employed
1
(ROFE) as it pursues
its global growth ambitions
1Return on Funds Employed (ROFE) is a non-GAAP measure that thluses 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
on hand. The calculation is done in NZ dollars

1. Business Update

7
FY19 trading update
Rentals
Tourism
Equity Investments
Group Support & Other
NZ RentalsAU RentalsUSA Rentals
•NZ Tourism businesses, on a combined
basis, are expected to be marginally up
on FY18 EBIT
•Kiwi Experience cost savings are
becoming evident
•Action Manufacturing margins have
lowered
•Just Go NPBT is expected to be up on
FY18 by ~15%
•Refer to pages 10-11 for TH2 update
•Costs materially up on FY18, as we
identified in 1H19 results
Earnings: expect EBIT to be up on FY18 by
~20%
Vehicle sales: unit sales growth expected
to be up on FY18
Cost control:strong cost control in 2H19
Other: customer experience continues to
improve
Earnings: expect EBIT to be up on FY18 by
~7%
Vehicle sales: unit sales expected to be
down on FY18, but product modifications
during FY19 have helped create more
variety on yard
Cost control:continued strong cost control
throughout the year
Other: 2H19 EBIT impacted by a dealer
receivership of ~$1m, including lost sale
margin, some of which will be recovered in
FY20
Earnings: expect EBIT to be down on FY18
by ~35%
Vehicle sales: unit sales improved
marginally in 2H19, but July and August
are the key months
Cost control: see page 9
Rental demand:
1
international demand is
strong, while domestic is down on FY18
Other: actions noted in the May NZX
release are well underway and tracking to
expectations (see page 9)
Note: EBIT refers to Earnings Before Interest and Taxes and NPBT refers to Net Profit Before Taxes
1Demand measured in total value

8
FY20 outlook
Rentals
Tourism
NZ RentalsAU RentalsUSA Rentals
Rental demand:
1
currently ahead of FY19
Fleet growth: expecting low single digit
fleet growth
Vehicle sales:expected to grow with
capacity (i.e. Takanini site)
Cost control: cost growth is a focus given
supplier increases are ongoing
Other: ROFE is expected to be at similar
levels to FY19
Rental demand:
1
expected to exceed FY19
Fleet growth: fleet size will be down
Vehicle sales:unit sales expected to be
slightly above FY19
Cost control: cost of holding excess fleet
(due to poor FY19 sales) likely to carry into
FY20, however cost out plan is underway
Other: EBIT is expected to be lower in
FY20, improving in 2H20. Outlook into
FY21 remains positive. Continued focus on
ROFE improvement
•Expecting single digit revenue growth
in FY20
•Costs expected to be controlled
effectively (with Kiwi Experience
achieving its cost out plan)
•Strong cash contribution expected
•FY20 Action Manufacturing demand is
expected to be sound
•Just Go is expected to reflect growth
with new Scotland location
•Refer to pages 10-11 for TH2 update
•Costs are expected to reduce given
costs of not completed transactions in
FY19
Equity Investments
Group Support & Other
Rental demand:
1
currently ahead of FY19
Fleet growth: expecting stable fleet levels
Vehicle sales:expected to grow vs FY19
given the dealer receivership in FY19
Cost control: cost growth is expected to
exceed revenue increases
Other: ROFE is expected to be at similar
levels to FY19
Note: EBIT refers to Earnings Before Interest and Taxes and NPBT refers to Net Profit Before Taxes
1Demand measured in total value

9
USA update
Implementation of outcomes from thl’sUSA review are currently on track
Action update
People
•Gordon Hewston, appointed as the new General Manager – USA RV Operations, has now assumed
responsibility in his new role
‒Gordon was previously the Vice President of El Monte RV
•Ben Lane appointed as VP (Commercial) for USA operations, internally promoted from within thl
‒Ben has a broad range of experience in thlas a business leader in revenue management, business
development and operations
‒Prior experience in thl’s New Zealand and Australian rental businesses, Mighwayand Kiwi Experience
Operations
•thlcan confirm it will be closing two secondary sites:
̶El Monte Las Vegas site (Las Vegas Boulevard), noting no change to the primary Las Vegas site
(Boulder Highway)
̶El Monte Los Angeles (El Monte), noting no change to the other Los Angeles sites
Capital
•May vehicle sales in-line with forecasts
•Continued commitment to reduce capital deployed in the USA business to improve ROFE

10
TH2 update
TH2 continues to represent a significant opportunity for
thl,and as such thlcontinues to invest:
•thl’s share of FY20 investment (which will be
reported in the income statement as NPBT losses) is
expected to increase to US$8.5m, up from prior
estimates of up to US$5m, and has been primarily
impacted by the launch of additional Togo
functionality missing the current North American
high season period;
•TH2 is now projected to at least breakeven at a NPBT
level in FY22;
•As a 50% owner of TH2, thlhas a significant degree
of influence on TH2 and continues to evaluate
further investment on a disciplined basis. In this
regard (as noted in more detail on the following
page), TH2 has closed its MighwayUSA business,
given cash burn requirements above acceptable
levels against a backdrop of significant competition
from venture capital backed competitors; and
•During FY19 Danny Hest(USA based) was appointed
as CEO of TH2. Dave Simmons (formerly CEO
Mighwayand Togo) resigned effective June 2019
Whilst TH2 is currently loss-making, there is nothing
that has come to thl’s attention, at this point in time,
that would indicate that any impairment may be
required
Opportunity size and development stage of each TH2 business
TH2 is a portfolio of businesses, each with its own specific market opportunity and stage of
development. As such, thllooks to evaluate each business on its own individual merits
Opportunity size
Development stage
Small
Large
Investment
Profitability
Breakeven

Overview of productMarketStatus
•RV support offering
including:
‒Maintenance alerts
‒RV “how to” library
‒RV wifiproduct
‒Roadside assist
•Over 15 million RV
owners globally
•The launch date of further functionality was delayed and as a result
no high season revenue in North America was generated -this is
the primary contributor to the increase in NBPT losses for TH2 as a
whole
•Total downloads (a good lead indicator) remain strong
•Opportunity set has not changed, and thlis committed to the
product offering
•Peer-to-peer RV rental
business
•New Zealand
•United States (now
closed)
•New Zealand business continues to perform well and on target for
no further cash draw
•United States business has been closed given material competition
from venture capital backed competitors and excess cash burn
•Road trip planning and
tourism services
•Global self drive
market
•Business performing well with subscriptions exceeding
expectations
•Deliberate decision to continue to invest more
•Global fleet management
and booking solution
•Rental and dealer
business globally
•Further delays with full launch – however modules released are
performing well and driving greater profit opportunities
•Core product development considered a success, albeit with some
delays
•Australian RV and outdoor
equipment retailer and
booking and planning
business
•All RV and camping
customers primarily
in Australia and
New Zealand
•Recently established Joint Venture is progressing to expectations
•Campermate(now part of Outdoria) continues to perform well
11
TH2 status of portfolio businesses
TH2 businesses generally progressing well, albeit with some delays

12
•The potential one-off Australian tax issue previously disclosed has increased from approximately A$2.5m to
approximately A$3.6m (pre-tax) driven by an increase in legal expense estimates, further voluntary disclosures as well
as accrued interest. thlcontinues with its challenge of the tax issue and in any event remains confident that any
potential future impact of the decision, irrespective of whether thlis successful or not, will be immaterial. thlexpects a
decision to be reached within the next 12 months
•No change to dividend policy which remains at 75% to 90% of NPAT. thlexpects to exclude the FY20 investment
(which will be reported in the FY20 income statement as NPBT losses) in TH2 from the assessment of its FY20 dividends
Guidance
•FY19 NPAT Guidance of between NZ$25m and NZ$27m
1
•Reaffirm intention to declare FY19 final dividend of 14cps (to be
imputed at 50%), consistent with FY18
•Implementation of USA review findings on track, continued near term
investment in TH2 significant opportunity set, with all otherthl
segments performing to expectations
Note: NPAT refers to Net Profit After Taxes
1Excludes potential one-off Australian tax liability of approximately A$3.6m as described above

2. CITIC Capital

14
Overview of CITIC Capital
•CITIC Capital was founded in 2002 and is a global investment management and
advisory firm which employs over 320 staff through offices in Hong Kong, Beijing,
Shanghai, Shenzhen, Guangzhou, Tokyo and New York
•Its funds are sourced from a diverse group of international institutional investors
•CITIC Capital combines a knowledge of the Chinese business and financial markets
with global investment expertise to create and maximisevalue for its investors
•Core strengths and capabilities include:
‒Brand recognition and established network in China
‒Shareholder andsophisticated LimitedPartners' support
‒Investment platform with significant asset management and international
capabilities
‒Investmentteam experienced in international best practiceswith localexpertise
‒Established track record
•CITIC Capital has prior experience in New Zealand with the 2017 takeover of NZX
listed Trilogy International
•HB Holdings, the entity that has invested into thl, is part of the CITIC Capital
International Tourism Fund which invests in tourism and culture related projects
both in China and offshore
CITIC Capital is a globally focussed, China based, alternative investment
management and advisory firm, managing over US$26 billion in assets
•Following the completion of the capital
raise, thlintends to invite Dr. Guorong
Qian to join the Board
•Dr. Qian has been with CITIC Capital in
various roles since its founding. Previously
he has worked in various brokerage, asset
management, and investment roles
D r. Guorong
Qian
Vice Chairman of CITIC
Capital Holdings Limted
With Dr.Qian joining the thlBoard, there will
be a review of Board composition, as this
would otherwise take thl’s Board to 8
members. thlexpects to provide an update on
its Board composition at the Annual Meeting
this year

15
China opportunity
•RV sales market in China is small but is expected to continue to grow rapidly
‒An estimated 25,000 RVs were sold in China in 2017 but analysts estimate this could reach 400,000 by 2025
1
•The RV rental market remains nascent in China but a growing middle class, and demand for leisure related goods, has the
potential to create a significant market opportunity
•The CCITF invests in tourism projects across the globe, providing an attractive network for thlto leverage
•CCITF and thlintend to enter into a Memorandum of Understanding (MoU) to explore opportunities in the Chinese
market
•Under the intended MoU:
‒thlwould provide IP, know-how and human resources but would be under no obligation to make any capital
contribution; and
‒CCITF would provide capital and access to RV opportunities in the Chinese market
CCITF provides thlwith access to RV opportunities in the rapidly expanding Chinese
market without the need for capital investment
1Goldstein research (2018) RV Industry in China: Market Trends, Share, Size, Statistics, Export/Import Data, Key Players, Opportunities 2017-2025

3. Equity Capital Raising

17
Purpose of the Offer
Pursue
acquisition
opportunities
Capture travel
technology
opportunities
Protect and
grow the core
In order to respond quickly and best capture growth opportunities as they arise, thlconsiders it
advantageous to undertake an equity capital raising to strengthen is balance sheet and create
additional headroom
•Create additional balance sheet headroom to increase speed and flexibility to undertake smaller bolt-on
acquisitions without the need to raise additional capital
‒thlcontinues to seek acquisition opportunities inthe core markets of New Zealand, Australia and North
America, as well as growth markets where thldoes not currently operate (e.g. Europe and China)
•Ensure balance sheet position remains strong in order to take advantage of opportunistic situations as they
arise
‒thlnotes that historically, in some cases, acquisition opportunities have arisen during adverse trading
conditions (such as those currently in the USA). For example, thl’s acquisition of Kea and United in 2012
occurred against the backdrop of industry oversupply in New Zealand (and associated trading
headwinds)
•Fund near term investment in TH2 through to projected breakeven in FY22
‒TH2 opportunity remains significant for thl
•Over the past 12 months thlhas increased its debt levels and as such considers it prudent to reduce
leverage, given headwinds in some markets (USA)
Strategic Focus
(see page 5)
1
2
3

18
Impact on leverage
1The Net Debt estimate of NZ$240m for year end FY19, provided in thl’s USA review updated in May 2019, does not include thl’s expected Letter of Credit (LoC) outstanding
and derivatives balance. The LoC outstanding and derivatives balance are included as debt for leverage calculation purposes. EBITDA estimate based on consensus analyst
estimates for FY19 EBITDA of NZ$112.4m (per S&P Capital IQ as at 18 June 2019). As noted on page 12, thlhas confirmed NPAT guidance of NZ$25m to NZ$27m for FY19
2Net Debt (including thl’s LoC) has been adjusted on a pro-forma basis as if all proceeds from the capital raising are received by 30 June 2019. thlnotes that settlement of
the Rights Offer component of the raise occurs after 30 June 2019 (see capital raising timetable on page 22)
2.3x
1.6x
Jun-19Pro-forma post $80m raise
FY19 Pro-foma
2
Net Debt / FY19 Consensus EBITDA
Raising NZ$80m of equity:
•Reduces thl’s leverage from 2.3x Net Debt / EBITDA to 1.6x
1
Net Debt: ~$260mNet Debt: ~182m

•Debt facilities are in place with
thl’s banking partners. The term
of certain tranches has recently
been extended
•thlintends to undertake a review
of borrowing facilities, following
the capital raise, with a view of
establishing the optimal long-
term funding mix and tenor
Debt facilities
19
Maturity of debt facilities
January 2020NZ$10m
May 2020NZ$10m
July 2020NZ$30m
September 2020NZ$30m
February 2021
1
NZ$82m
June 2022NZ$70m
July 2022
1
NZ$74m
TotalNZ$306m
1Include US$ denominated commitments

20
CCITF Placement
1. Overview of Placement
•On 24 June 2019, thlplaced 7,462,686 shares to HB Holdings at a price of $4.02 per share, equal to the 2 month VWAP ending 18
June 2019
1
2. Ranking
•Shares issued to HB Holdings rank equally to all existing ordinary shares of thl
•Shares issued to HB Holdings are on a cum-Rights basis and as such HB Holdings, along with existing eligible shareholders, is
eligible to participate in the Rights Offer
•HB Holdings has committed to take up its full entitlement under the Rights Offer
3. Shareholding
•Prior to the placement HB Holdings had an 11.9% shareholding in thl, which has increased to 16.9% following the Placement and
prior to the Rights Offer
•Whilst HB Holdings’ take up of its entitlements in the Rights Offer will have no impact on its percentage shareholding in thl(as
the offer is pro rata), HB Holdings is eligible to participate in the Shortfall Bookbuild, on the same basis as existing eligible
shareholders. To the extent HB Holdings bids for and is allocated shares as an outcome of the Shortfall Bookbuild its
shareholding would increase above 16.9%
1Being the trading period for the 2 months following thl’s April earnings update

21
Offer terms
The Offer
•Fully underwritten pro rata Rights Offer entitling eligible shareholders to subscribe for 1 ordinary shares for every
9 existing ordinary shares held, which represents a:
•15.8% discount to last close price of $4.04 per share on 21 June 2019
•14.5% discount to TERP of $3.97 per share
•The approximate amount to be raised under the Offer is NZ$50 million, being approximately 14,670,653 New
Shares offered (subject to rounding)
Offer
structure
•A fully underwritten pro rata Rights Offer followed by a Shortfall Bookbuild
•Eligible shareholders who take up their Rights in full have the opportunity to participate in the Shortfall Bookbuild
and apply for additional New Shares over and above their entitlement
•Any fractional Rights will be rounded down to the nearest whole number
Eligibility
•The offer is only open to eligible shareholders in New Zealand, and Institutional Investors in Australia, Hong Kong,
Singapore and the Cayman Islands
Ranking
•New Shares issued under the Offer will rank equally with thl‘s existing ordinary shares
•The New Shares will be entitled to dividends from the Issue Date (thlexpects its next dividend to be paid in
October 2019)

22
Capital raising timetable
EventDate
Announcement of Offer and settlement of Private Placement24 June 2019
Record Date and allotment of Rights (5:00pm NZ time)2 July 2019
Offer Document and Acceptance Forms are sent to Eligible Shareholders 3 July 2019
Opening Date4 July 2019
Closing Date for the Rights Offer at 5:00pm (NZ time) – last day to apply online and for receipt by
the Registrar of printed Acceptance Forms with payment
16 July 2019
Shortfall Bookbuild occurs18 July 2019
Expected date of quotation of New Shares23 July 2019
Settlement and allotment date for the Offer23 July 2019
Payment of any premium achieved in the Shortfall BookbuildBy 24 July 2019

23
This presentation has been prepared in relation to the pro rata renounceable rights offer of new shares in Tourism Holdings
Limited (New Shares) to be made to eligible shareholders of Tourism Holdings Limited with a registered address in New
Zealand and certain institutional investors as described in the Offer Document, dated 24 June 2019, under clause 19 of
Schedule 1 of the Financial Markets Conduct Act 2013 (Offer).
This presentation is intended for use only in connection with the Offer to eligible shareholders. No action has been taken to
permit an offering of the New Shares in any jurisdiction outside those noted in the Offer Document. The distribution of this
presentation (including electronically) outside of New Zealand may be restricted by law and persons who come into
possession of it (including nominees, trustees or custodians) should observe any such restrictions. This presentation does
not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an
offer or invitation.
No person may subscribe for, purchase, offer, sell, distribute or deliver New Shares, or be in possession of, or distribute
(including electronically) to any other person, any offering material or any documents in connection with the Offer, in any
jurisdiction other than in compliance with all applicable laws and regulations. Details on the specific offering restrictions
that apply to the jurisdictions and persons to whom the Offer was intended to be made are set out in the Details of the
Offer section of the Offer Document. If you come into possession of this presentation or any other materials relating to the
Offer, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable
securities law.In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of
1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and applicable US state securities laws.
An investment in securities in thlis subject to investment and other known and unknown risks, some of which are beyond
the control of thl. thldoes not guarantee any particular rate of return or the performance of thl.
Disclaimer

24
Disclaimer
This presentation contains forward-looking statements and projections. These reflect thl’s current expectations, based on
what it thinks are reasonable assumptions. The statements are based on information available to thlat the date of this
presentation and are not guarantees or predictions of future performance. For any number of reasons, the future could be
different and the assumptions on which the forward-looking statements and projections are based could be wrong. To the
maximum extent permitted by law, thlgives no warranty or representation as to its future financial performance or any
future matter. Except as required by law or NZX listing rules, thlis not obliged to update this presentation after its release,
even if things change materially. Past performance information given in this presentation is given for illustrative purposes
only and should not be relied upon as an indication of future performance.
To the maximum extent permitted by law, neither thl, nor any of its shareholders, directors, officers, employees, agents or
advisors, shall have any liability for, nor do any of them give any representation or warranty (express or implied) as to, the
accuracy, completeness, reliability, adequacy or reasonableness of any statements, opinions, information or matters
(express or implied) contained in, or derived from, or any omissions from this presentation or any other materials relating
to the Offer.
This presentation may contain a number of non-GAAP financial measures. Because they are not defined by NZ GAAP or
IFRS, thl’s calculation of these measures may differ from similarly titled measures presented by other companies and they
should not be considered in isolation from, or construed as an alternative to, other financial measures determined in
accordance with NZ GAAP. Non-GAAP financial information in this presentation is not audited or reviewed.
This presentation does not take into account any specific investors objectives and does not constitute financial or
investment advice. Investors are encouraged to make an independent assessment of thl. The information contained in this
presentation should be read in conjunction with thl’s latest financial statements and other periodic and continuous
disclosure announcements, which are available at:
www.thlonline.com

Disclaimer
25
Neither the underwriter, nor any of its or thl’s respective advisers or any of their respective affiliates, related bodies
corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission,
dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of them makes or
purports to make any statement in this presentation and there is no statement in this presentation which is based on any
statement by any of them. For the avoidance of doubt, the underwriter and its respective advisers, affiliates, related bodies
corporate, directors, officers, partners, employees and agents have not made or purported to make any statement in this
presentation and there is no statement in this presentation which is based on any statement by any of them. To the
maximum extent permitted by law, thl, the underwriter and their respective advisers, affiliates, related bodies corporate,
directors, officers, partners, employees and agents exclude and disclaim all liability, for any expenses, losses, damages or
costs incurred by you as a result of your participation in the Offer and the information in this presentation being inaccurate
or incomplete in any way for any reason, whether by negligence or otherwise.
To the maximum extent permitted by law, thl, the underwriter and their respective advisers, affiliates, related bodies
corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as
to the currency, accuracy, reliability or completeness of information in this presentation and, with regard to the
underwriter, their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and
agents take no responsibility for any part of this presentation or the Offer. The underwriter and its respective advisers,
affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to
whether you or your related parties should participate in the Offer nor do they make any representations or warranties to
you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by the
underwriter, or any of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agentsin
relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this presentation are made only as the date of this presentation. The information in this presentation
remains subject to change without notice.

---

Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Email: info@thlnz.co.nz
Level 1, 83 Beach Road
www.thlonline.com
Auckland City

PO Box 4293, Shortland Street

Auckland 1140, New Zealand




24 June 2019


Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014

1. Tourism Holdings Limited (thl) intends to undertake a pro rata 1 for 9 renounceable rights offer of ordinary
shares to eligible shareholders to raise approximately $50 million (Rights Offer). Shares offered under the
Rights Offer are fully paid ordinary shares of the same class as already quoted on the NZX Main Board
operated by NZX Limited. Any shares not taken up or attributable to ineligible shareholders will be offered to
eligible shareholders that take up their full entitlement and certain institutional investors through a shortfall
bookbuild to be run by the Jarden Securities Limited as Lead Manager (together with Rights Offer, the Offers).
The Offers are fully underwritten by Jarden Partners Limited.
2. Pursuant to the Offers, an offer for issue is being made to investors in reliance upon the exclusion in clause
19 of schedule 1 to the Financial Markets Conduct Act 2013.
3. This notice is provided under subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations
2014 (Regulations).
4. As at the date of this notice, thl is in compliance with the continuous disclosure obligations that apply to it in
relation to ordinary shares in thl.
5. As at the date of this notice, thl is in compliance with its financial reporting obligations as defined in subclause
20(5) of schedule 8 to the Regulations.
6. As at the date of this notice, there is no information that is 'excluded information' as defined in subclause
20(5) of schedule 8 to the Regulations.
7. The potential effects that the Offers and acquisition of new shares will have on the 'control' (within the meaning
of clause 48 of schedule 1 to the Financial Markets Conduct Act 2013) of thl and the consequences of those
effects are as follows:
(a) As at the date of this notice, HB Holdings Limited (CITIC) holds 16.9% of the ordinary shares in thl.
(b) CITIC has committed to participate in the Rights Offers up to its pro-rata entitlement and may
participate as a sub-underwriter in the shortfall bookbuild as a result of which its shareholding could
increase to, but not exceed, 20%.
(c) Accordingly, the Offers are not expected to have any material effect or consequence on the control
of thl.
For more information, please contact

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

---

Capital Change Notice

Updated as at 8 May 2019
20992917


Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZHELE0001S9
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 7,462,686
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $4.02
Nature of the payment (for example, cash or other
consideration)
Cash.
Amount paid up (if not in full) Fully paid.
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
1

5.99%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of shares to HB Holdings
Limited further to a private
placement, as part of a wider
capital raising.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
132,035,883
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution of thl under
Rule 4.5.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
In addition to subscribing for
the shares on the above terms,
HB Holdings Limited has
committed to participate for at
least its pro-rata entitlement
under the Rights Offer
announced today.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Date of issue/acquisition/redemption
2
24/06/2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Robert Campbell
Contact person for this announcement Grant Webster
Contact phone number
+64 9 336 4255
+64 21 449 210
Contact email address Grant.webster@thlonline.com
Date of release through MAP

24/06/2019




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

Corporate Action Notice
(Other than for a Distribution)
Updated as at 8 May 2019

Page 1 of 2
Section 1: issuer information
Name of issuer Tourism Holdings Limited
Class of Financial Product Ordinary shares
NZX ticker code THL
ISIN (If unknown, check on NZX
website)
NZHELE0001S9
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue
X
Capital
reconstruction
Non
Renounceable
Rights issue

Call Bonus issue
Record date 02/07/2019
Ex-Date (one business day before the
Record Date)
01/07/2019
Currency NZD
Section 2: Rights issue
Number of Rights to be issued Up to 14,670,653
Number of Financial Products to be
issued under the Rights issue
Up to 14,670,653
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 9
Treatment of fractions Rounded down to nearest share
Subscription price $3.40
Letters of entitlement mailed 03/07/2019
Offer close 16/07/2019
Quotation Date
1
(if applicable) Market open on:
23/07/2019


1
The Quotation date for Rights will be the Ex Date.

2 of 2
Allotment Date Market open on:
23/07/2019
Section 7: Authority for this announcement
Name of person authorised to make this
announcement
Robert Campbell
Contact person for this announcement Grant Webster
Contact phone number
+64 9 336 4255
+64 21 449 210
Contact email address Grant.webster@thlonline.com
Date of release through MAP 24/06/2019