Capital Change Notices

Capital Change Notice




Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Unlisted share options
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 709,162
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share options are issued for nil
consideration.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
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

105.40%
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)
The share options are issued
pursuant to the THL Retention
Scheme for FY21 (formerly
named the Short Term
Incentive Scheme).
Each share option may be
converted by the holder into
one ordinary share in THL on
its exercise.
50% of the share options will
vest after 12 months and the
remaining 50% will vest after
24 months, unless otherwise
determined by the Board.
Option holders can then
exercise their share options
until the date that is six years
after the date upon which they
were granted, after which they
will be forfeited.
The exercise price for each
share option is $2.55. The
share options are not subject
to any performance criteria,

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

however vesting is subject to
THL complying with certain
undertakings under its banking
facilities.
The share options do not carry
voting or dividend rights and
will not be quoted.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of share options under
the THL Retention Scheme for
FY21, to provide to employees
incentives and rewards
reflecting the performance of
THL.
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.
1,381,997
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
Listing Rule 4.6 and resolution
of the Board.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See terms above.

Date of issue/acquisition/redemption 5 July 2021
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement
Grant Webster
Contact phone number
+64 9 3364255
+64 21 449210
Contact email address
grant.webster@thlonline.com
Date of release through MAP

5 July 2021

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Capital Change Notice




Section 1: Issuer information
Name of issuer Tourism Holdings Limited
NZX ticker code THL
Class of financial product Unlisted share rights
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 782,825
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share rights are issued for nil
consideration.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
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

157.91%
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)
The share rights are issued
pursuant to the THL Retention
Scheme for FY21 (formerly
named the Short Term
Incentive Scheme).
Each share right may be
converted by the holder into
one ordinary share in THL on
its exercise.
50% of the share rights will
vest after 12 months and the
remaining 50% will vest after
24 months, unless otherwise
determined by the Board.
Holders can then exercise their
share rights until the latter of (i)
60 days after the vesting date
and (ii) the end of the calendar
year in which the vesting date
occurred, after which they will
be forfeited.
There is no exercise price or
performance criteria for the
share rights, however vesting

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

is subject to THL complying
with certain undertakings under
its banking facilities.
The share rights do not carry
voting or dividend rights and
will not be quoted.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of share rights under the
THL Retention Scheme for
FY21, to provide to employees
incentives and rewards
reflecting the performance of
THL.
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.
1,278,562
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
Listing Rule 4.6 and resolution
of the Board.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See terms above.

Date of issue/acquisition/redemption 5 July 2021
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Grant Webster
Contact person for this announcement
Grant Webster
Contact phone number
+64 9 3364255
+64 21 449210
Contact email address
grant.webster@thlonline.com
Date of release through MAP

5 July 2021