thl announces managed exit from Togo Group

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

PO Box 4293, Shortland Street

Auckland 1140, New Zealand



Self drive
Experiences
New Zealand
Australia
USA
UK


Design &
Manufacturing
New Zealand
Australia

Guided
Experiences
New Zealand


3 April 2020

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

MANAGED EXIT FROM TOGO GROUP

thl advises that it has today entered into an agreement to undertake a managed exit from its technology
joint venture, Togo Group (Togo), in favour of a digital strategy focusing on New Zealand and Australia
and more closely aligned with thl’s core RV rentals business.

The agreement involves:
 thl retaining rights to assets in Togo Fleet (fleet management and booking system), Mighway in New
Zealand and Australia (peer-to-peer RV rentals platform) and Togo Insights (telematics and data
insights), and acquiring Togo’s shareholding in Outdoria;
 thl receiving a US$6 million payment from Togo’s other joint venture partner, Thor Industries, Inc.
(Thor);
 thl having no obligation to provide further investment into Togo;
 Thor having a four-year option to purchase thl’s remaining interest in Togo for approximately US$20
million; and
 Togo making a fixed annual dividend payment to thl of approximately USD$600,000 for a maximum
four year period.
thl CEO, Grant Webster, said “we believe that there remains substantial opportunity with Togo Group
and our relationship with our joint venture partner Thor remains very strong. This realignment of Togo
Group allows both thl and Thor to shift their digital strategies to become more aligned with their
respective businesses, and allows both to focus on their respective balance sheet strengths.”

An Investor Presentation with further detail on the transactions is provided.

ENDS

Authorised by:


Rob Campbell
Chairman, Tourism Holdings Limited

For further information contact:

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

About thl (www.thlonline.com)

thl is a global tourism operator. We are listed on the NZX and are the largest provider of RVs for rent and sale in Australia and
New Zealand, and the second largest in North America. In the USA we own and operate the Road Bear RV Rentals & Sales brand
and El Monte RV Rentals & Sales. thl is a partner, along with Thor Industries Inc. - the largest RV manufacturer in North America
(a NYSE listed entity), in the joint venture company Togo Group – Togo Group is a global digital platform for the RV industry; it
owns and operates several brands including Roadtrippers, Mighway and Togo RV. In the UK, thl owns 49% of Just go
Motorhomes. Within New Zealand we operate Kiwi Experience and the Discover Waitomo group, which includes Waitomo
Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting Co. thl is a joint venture partner in Action
Manufacturing LP, New Zealand’s largest motorhome and specialist vehicle manufacturer.

---

Managed Exit from Togo
3 April 2020

•thl will retain certain rights to assets in Togo Fleet, Mighway and Togo Insights, and
will acquire Togo Group’s shareholding in Outdoria.
•thlwill receive a US$6 million payment from Togo Group’s other joint venture
partner, Thor Industries, Inc. (Thor).
•thl will have no obligation to provide further investment into Togo Group.
•Thor will have a four-year option to purchase thl’s remaining minority interest in
Togo Group for approximately US$20 million.
•Togo Group will make a fixed annual dividend payments to thlof approximately
USD$600,000, for a maximum four year period.
Key commercial outcomes

•thlacquiring exclusive rights to Togo Fleet for use and sale to specified types of third
parties globally.
•thlacquiring exclusive rights for Mighway in New Zealand and Australia.
•thlacquiring rights for use and sale of Togo Insights, with Togo Group retaining
equivalent rights.
•thlacquiring Togo Group’s 46% shareholding in Outdoria.
•Thor Industries, Inc. purchasing a 6% shareholding in Togo Group from thlfor US$6
million.
The transactions

•The acquisition of rights and shares by thlwill be paid through a share repurchase
and cancellation of a portion of thl’s shares in Togo Group.
•thlwill move from a 50% shareholder to become a 26.49% minority shareholder in
Togo Group.
•thl’s shareholding will be converted to a special preference class of shares that give
thlthe right to a fixed dividend of approximately US$600,000 per annum for a
maximum of four years.
•As a special preference shareholder, thlwill not be entitled to any other dividend or
share of profits of Togo Group during that four year period, and would have a
preferred equity position over ordinary shares in Togo Group in any dissolution
event.
thl’s shareholding in Togo Group

•thlhas granted Thor an option to acquire its remaining minority shareholding in
Togo Group at a fixed price of approximately US$20 million.
•The option is exercisable by Thor within the next four years.
•If not exercised at the end of the four year period, thl’s special preference shares
will automatically convert to ordinary shares in Togo Group.
•The conversion to ordinary shares will be on an undiluted basis –i.e. thlwill receive
ordinary shares amounting to 26.49% of shares issued in Togo Group at that time.
Thor call option

END