Market update and preliminary FY22 interim results

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


21 February 2022

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

Tourism Holdings Limited

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

1. Tourism Holdings Limited (thl) announced on 10 December 2021 that it had entered into a
Scheme Implementation Deed under which it would offer new ordinary shares in thl to all
shareholders of Apollo Tourism & Leisure Ltd (Apollo) resident in New Zealand and
Australia, and certain other overseas jurisdictions where permissible without the
preparation of additional documentation and registrations (Offer), as consideration
payable for the acquisition by THL Group (Australia) Pty Ltd of all the shares in Apollo by
way of a scheme of arrangement (Scheme).

2. Pursuant to the Offer, 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 (the Regulations).

4. As at the date of this notice:

(a) thl is in compliance with the continuous disclosure obligations that apply to it in
relation to the ordinary shares in thl;

(b) thl is in compliance with its financial reporting obligations (as defined in subclause
20(5) of Schedule 8 to the Regulations); and

(c) there is no information that is “excluded information” (as defined in subclause 20(5)
of Schedule 8 to the Regulations).

5. The Offer is not expected to have any effect on the "control” (within the meaning of clause
48 of Schedule 1 to the Financial Markets Conduct Act 2013) of thl.

ENDS

Authorised by:

Rob Campbell
Chair, Tourism Holdings Limited

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

About thl (www.thlonline.com)

thl is a global tourism operator. 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. 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 also owns and operates
Action Manufacturing, New Zealand’s largest motorhome and specialist vehicle manufacturer.

---

Scheme Booklet
for a scheme of arrangement in relation to the
proposed acquisition by thl Group (Australia) Pty.
Ltd., a wholly-owned subsidiary of Tourism Holdings
Rentals Limited, a foreign company registered in
its original jurisdiction of New Zealand as Tourism
Holdings Limited, of all of the ordinary shares in
Apollo Tourism & Leisure Ltd not already owned by
the Entities.
APOLLO TOURISM & LEISURE LTD
ACN 614 714 742
VOTE IN FAVOUR
The ATL Directors unanimously
recommend that you approve
the Scheme by voting in favour
of the Scheme Resolution, in
the absence of a Superior
Proposal and subject to the
Independent Expert continuing
to conclude that the Scheme is
in the best interests of ATL
Voting Shareholders.
This is an important document and requires your
urgent attention.
If you are in any doubt as to how to deal with this Scheme
Booklet, please consult your legal, financial, taxation
or other professional adviser. If, after reading this
Scheme Booklet, you have any questions, please call
the ATL Shareholder Information Line on 1300 396 584
(within Australia) or +61 3 9415 4151 (outside Australia)
Monday to Friday between 8.30am and 5.00pm.
Please disregard this Scheme Booklet if you have recently
sold all your ATL Shares or no longer hold any ATL Shares.
LEGAL ADVISER TO ATL
FINANCIAL ADVISER TO ATL

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET1
Important Notices
Nature of this booklet
This Scheme Booklet is important. ATL Voting
Shareholders should carefully read this Scheme
Booklet in its entirety before making a decision on
how to vote on the Scheme.
The purpose of this Scheme Booklet is to explain the
terms of the Scheme, the manner in which the
Scheme will be considered and implemented
(if all of the conditions to the relevant Scheme are
satisfied or (if permitted) waived) and to provide
such information as is prescribed or otherwise
material for ATL Voting Shareholders when deciding
how to vote on the Scheme. This document includes
the explanatory statement required by section 412(1)
of the Corporations Act in relation to the Scheme.
This Scheme Booklet is not a disclosure document
required by Chapter 6D or Part 7.9 of the
Corporations Act. Section 708(17) of the Corporations
Act provides that an offer of securities does not
require disclosure to investors if it is made under a
compromise or arrangement under Part 5.1 of the
Corporations Act and approved at a meeting held
as a result of an order under section 411(1) or (1A) of
the Corporations Act.
If you have sold all your ATL Shares or no longer
hold any ATL Shares, please disregard this
Scheme Booklet.
Responsibility for information
ATL has been solely responsible for preparing the
ATL Information. The information concerning ATL
and the intentions, views and opinions of ATL and
the ATL Directors contained in this Scheme Booklet
has been prepared by ATL and is the responsibility
of ATL. None of thl, its Related Bodies Corporate or
their respective directors, officers, employees or
advisers has verified any of the ATL Information,
and none of them assumes any responsibility for
the accuracy or completeness of any of the
ATL information.
thl has been solely responsible for preparing the thl
Information. The information concerning thl and the
intentions, views and opinions of thl contained in
this Scheme Booklet, has been prepared by thl and
is the responsibility of thl. None of ATL, its Related
Bodies Corporate, or their respective directors,
officers, employees or advisers has verified any of
the thl Information, and none of them assumes any
responsibility for the accuracy or completeness of
any of the thl Information.
The Independent Expert, Grant Thornton Corporate
Finance Pty Ltd, has prepared the Independent
Expert’s Report and takes responsibility for that
report. None of ATL, thl or their respective Related
Bodies Corporate, or any of their respective
directors, officers, employees or advisers takes any
responsibility for the Independent Expert’s Report.
The Independent Expert’s Report is set out in
Annexure A.
The Investigating Accountant, BDO Audit Pty Ltd, has
prepared the Independent Limited Assurance
Report and takes responsibility for that report. None
of ATL, thl or their respective Related Bodies
Corporate, or any of their respective directors,
officers, employees or advisers takes any
responsibility for the Independent Limited Assurance
Report. The Independent Limited Assurance Report
is contained in Annexure B.
Regulatory information and role of ASIC
and ASX
This document includes the explanatory statement
for the Scheme between ATL and the Scheme
Shareholders for the purposes of section 412(1) of the
Corporations Act. A copy of the Scheme is included
in this Scheme Booklet as Annexure D.
A draft of this Scheme Booklet has been provided to
ASIC in accordance with section 411(2) of the
Corporations Act. It was then registered by ASIC
under section 412(6) of the Corporations Act before
being sent to ATL Voting Shareholders.
ASIC has been requested to provide a statement, in
accordance with section 411(17)(b) of the
Corporations Act, that it has no objection to the
Scheme. ASIC’s policy in relation to statements
under section 411(17)(b) of the Corporations Act is that
it will not provide such a statement until the Second
Court Hearing. This is because ASIC will not be in a
position to advise the Court until it has had an
opportunity to observe the entire process of the
Scheme.
If ASIC provides that statement, it will be produced
to the Court at the Second Court Hearing. Neither
ASIC nor any of its officers takes any responsibility
for the contents of this Scheme Booklet.
A draft of this Scheme Booklet has also been
provided to ASX for its review in accordance with the
Listing Rules. Neither ASX nor any of its officers takes
any responsibility for the contents of this
Scheme Booklet.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET2
Forward looking statements
This Scheme Booklet contains both historical and
forward looking statements. All statements other
than statements of historical fact are, or may be
deemed to be, forward looking statements.
All forward looking statements in this Scheme
Booklet reflect views only as at the date of this
Scheme Booklet, and generally may be identified by
the use of forward looking words such as “believe”,
“aim”, “expect”, “anticipate”, “intending”, “foreseeing”,
“likely”, “should”, “planned”, “may”, “estimate”,
“potential”, or other similar words. Similarly,
statements that describe ATL, thl or the Merged
Group’s objectives, plans, goals or expectations are
or may be forward looking statements. The
statements contained in this Scheme Booklet about
the impact that the Scheme may have on the results
of ATL and/or thl’s operations and the advantages
and disadvantages anticipated to result from the
Scheme are also forward looking statements.
ATL Voting Shareholders should be aware that there
are risks (both known and unknown), uncertainties,
assumptions and other important factors that could
cause the actual conduct, results, performance or
achievements of ATL or thl to be materially different
from the future conduct, results, performance or
achievements expressed or implied by such
statements or that could cause the future conduct,
results, performance or achievements to be
materially different from historical conduct, results,
performance or achievements. These risks,
uncertainties, assumptions and other important
factors include, among other things, the risks set out
in section 10 of this Scheme Booklet.
None of ATL, thl, or any of their respective Related
Bodies Corporate, directors, officers, employees or
advisers, or any person named in this Scheme
Booklet with their consent, or otherwise involved in
the preparation of this Scheme Booklet, gives any
representation, assurance or guarantee that the
occurrence of the events expressed or implied in
any forward looking statements in this Scheme
Booklet will actually occur.
ATL Voting Shareholders are cautioned about
relying on any such forward looking statements.
All subsequent written and oral forward-looking
statements attributable to ATL, thl, or any of their
respective Related Bodies Corporate, directors,
officers, employees or advisers or any person
acting  on their behalf are qualified by this
cautionary statement.
The forward looking statements in this Scheme
Booklet reflect views held only as at the date of this
Scheme Booklet. Subject to any continuing
obligations under applicable law or the ASX Listing
Rules, ATL, thl, their Related Bodies Corporate and
their respective directors and officers disclaim any
obligation to update any forward looking
statements after the date of this Scheme Booklet, to
reflect any change in expectations in relation to
those statements or change in events, conditions or
circumstances on which a statement is based.
Not investment advice
The information contained in this Scheme Booklet
does not take into account the investment
objectives, financial situation or particular needs of
any individual ATL Voting Shareholder or any other
person. Before making any investment decision in
relation to the Scheme, you should consider, with or
without the assistance of an independent securities
or other adviser, whether that decision is
appropriate in light of your particular investment
needs, objectives and financial circumstances.
Neither ATL nor thl are licensed to provide financial
product advice. No cooling-off period applies to the
issue of thl Consideration Shares to Scheme
Shareholders under the Scheme.
Not an offer
This Scheme Booklet does not constitute or contain
an offer to ATL Shareholders, or a solicitation of an
offer from ATL Shareholders, in any jurisdiction.
Foreign jurisdictions
The release, publication or distribution of this
Scheme Booklet in jurisdictions other than Australia,
New Zealand and the United Kingdom may be
restricted by law or regulation in such other
jurisdictions. Persons outside Australia, New Zealand
or the United Kingdom who come into possession of
this Scheme Booklet should seek advice on and
observe any such restrictions. Any failure to comply
with such restrictions may constitute a violation of
applicable laws or regulations. ATL disclaims all
liabilities to such persons.
ATL Voting Shareholders who are nominees, trustees
or custodians are encouraged to seek independent
advice as to how they should proceed.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET3
This Scheme Booklet has been prepared in
accordance with Australian law and the information
contained in this Scheme Booklet may not be the
same as that which would have been disclosed if
this Scheme Booklet had been prepared in
accordance with the laws and regulations of
jurisdictions other than Australia. No action has
been taken to register or qualify this Scheme Booklet
or any aspect of the Scheme in any jurisdiction
outside Australia.
If you are a Foreign Scheme Shareholder, you will not
be entitled to receive thl Consideration Shares. thl
Consideration Shares that would otherwise be
issued to you under the Scheme will be issued to a
nominee of thl to be sold on NZX, with the net sale
proceeds to be paid to you.
New Zealand
This Scheme Booklet is not a New Zealand product
disclosure statement or other disclosure document
and has not been registered, filed with or approved
by any New Zealand Governmental Agency under or
in accordance with the Financial Markets Conduct
Act 2013 (or any other relevant New Zealand law). In
offering thl Consideration Shares under the Scheme
in New Zealand, thl is relying on the exclusion
contained in clause 19 of Schedule 1 to the Financial
Markets Conduct Act 2013 and accordingly, this
Scheme Booklet may not contain all the information
that a product disclosure statement or other
disclosure document is required to contain under
New Zealand law. ATL Voting Shareholders resident
in New Zealand should seek their own advice and
satisfy themselves as to the Australian and
New Zealand tax implications of participating
in the Scheme.
United Kingdom
Neither this Scheme Booklet nor any other
document relating to the Scheme has been
delivered for approval to the Financial Conduct
Authority in the United Kingdom and no prospectus
(within the meaning of section 85 of the Financial
Services and Markets Act 2000, as amended (FSMA))
has been published or is intended to be published in
respect of the thl Consideration Shares.
This Scheme Booklet does not constitute an offer of
transferable securities to the public within the
meaning of Regulation (EU) 2017/1129 (UK Prospectus
Regulation) or the FSMA. Accordingly, this document
does not constitute a prospectus for the purposes
of the UK Prospectus Regulation or the FSMA.
Any invitation or inducement to engage in
investment activity (within the meaning of section 21
FSMA) received in connection with the issue of thl
Consideration Shares or sale of the ATL Shares has
only been communicated or caused to be
communicated and will only be communicated or
caused to be communicated in the United Kingdom
in circumstances in which section 21(1) FSMA does
not apply to ATL or thl.
In the United Kingdom, this Scheme Booklet is being
distributed only to, and is directed at, persons (i)
who fall within Article 43 (members of certain bodies
corporate) of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005, or (ii) to
whom it may otherwise be lawfully communicated
(together “relevant persons”). The investments to
which this document relates are available only to,
and any invitation, offer or agreement to purchase
will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act
or rely on this document.
Important notice associated with
court order
The fact that, under subsection 411(1) of the
Corporations Act, the Court has ordered that the
Scheme Meeting be convened and has approved
the Scheme Booklet for distribution to the Scheme
Shareholders does not mean that the Court:
•
has formed any view as to the merits of the
proposed Scheme or as to how ATL Voting
Shareholders should vote (on this matter,
members must reach their own decision); or
•
has or will approve the terms of the Scheme; or
•
has prepared, or is responsible for the content of,
the Scheme Booklet.
The order of the Court that the Scheme Meeting be
convened is not, and should not be treated as, an
endorsement by the Court of, or any other
expression of opinion by the Court on, the Scheme.
Notice of scheme meeting
The Notice of Scheme Meeting is set out in
Annexure F.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET4
Notice of second court hearing
At the Second Court Hearing, the Court will consider
whether to approve the Scheme following the vote
at the Scheme Meeting.
Any ATL Shareholder may appear at the Second
Court Hearing, which is currently expected to be
held at 10.00am on Thursday, 28 April 2022 at the
Supreme Court of Queensland (Brisbane Registry).
Information on attending the Second Court Hearing,
including the scheduled date of the hearing, will be
released on ASX in due course if the Scheme is
approved by ATL Voting Shareholders at the
Scheme Meeting.
Any ATL Shareholder who wishes to oppose
approval of the Scheme at the Second Court
Hearing may do so by filing with the Court and
serving on ATL a notice of appearance in the
prescribed form together with any affidavit that
the ATL Shareholder proposes to rely on.
The notice of appearance and affidavit must be
served on ATL at its address for service at least
one day before the Second Court Hearing. The
postal address for service is c/- Hamilton Locke,
Level 28, 123 Eagle Street, Brisbane, Queensland
4000 and should be copied to
benny.sham@hamiltonlocke.com.au.
It is possible that, because of restrictions imposed
in response to the COVID-19 pandemic, the Second
Court Hearing will be conducted by remote access
technology, including via a dedicated video
conferencing service or telephone conferencing
service. An ATL Shareholder seeking to attend the
Second Court Hearing should review the Court list
(available at www.courts.qld.gov.au/daily-law-lists/
daily-law-lists) for details of the hearing and how
such hearing can be attended. The Court list is
usually available by 6.00pm the day before a
scheduled hearing.
Any update or change to the date or arrangements
for the conduct of the Second Court Hearing will
be announced on the ASX (www.asx.com.au) and
will also be notified on ATL’s website
(www.apollotourism.com).
Implied value
Scheme Shareholders will receive their Scheme
Consideration as thl Consideration Shares. Any
reference to the implied value of the Scheme
Consideration should not be taken as an indication
that the implied value is fixed. The implied value of
the Scheme Consideration will vary with the market
price of thl Consideration Shares and the NZD:AUD
exchange rate.
If you are a Foreign Scheme Shareholder, this also
applies to the thl Consideration Shares which will be
issued to a nominee of thl and sold on NZX by the
nominee. Any cash remitted to you from the sale
proceeds will depend on the market price of thl
Consideration Shares at the time of sale by thl’s
nominee and will be less any applicable taxes,
brokerage and other charges incurred by thl or the
nominee in connection with the sale.
Tax implications of the scheme
If the Scheme becomes Effective and is
implemented, there will be tax consequences for
Scheme Shareholders which may include tax being
payable on any gain on disposal of ATL Shares.
For further detail about the general Australian and
certain New Zealand tax consequences of the
Scheme, refer to section 11 of this Scheme Booklet.
The tax treatment may vary depending on the
nature and characteristics of each ATL Voting
Shareholder and their specific circumstances.
Accordingly, ATL Voting Shareholders should
seek professional tax advice in relation to their
particular circumstances.
Privacy
ATL, thl and their respective registries may need to
collect personal information in connection with
the Scheme.
The personal information may include the names,
contact details and details of holdings of ATL Voting
Shareholders, together with contact details of
individuals appointed as proxies, attorneys or
corporate representatives for the Scheme Meeting.
The collection of some of this information is required
or authorised by the Corporations Act.
The primary purpose of the collection of personal
information is to assist ATL and thl to conduct the
Scheme Meeting and implement the Scheme.
The information may be disclosed to ATL, thl,
and their respective Related Bodies Corporate
and advisers, print and mail service providers,
share registries, securities brokers and any other
service provider, whether in Australia or overseas,
to the extent necessary to promote and effect
the Scheme.
ATL Shareholders who are individuals, and other
individuals in respect of whom personal information
is collected, have certain rights to access the
personal information collected about them. ATL
Shareholders may contact the Share Registry if
they wish to exercise these rights.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET5
If the information outlined above is not collected,
ATL may be hindered in, or prevented from,
conducting the Scheme Meeting or implementing
the Scheme. ATL Voting Shareholders who appoint
an individual as their proxy, attorney or corporate
representative to vote at the Scheme Meeting
should inform that individual of the matters
outlined above.
Right to inspect share register
ATL Shareholders have the right to inspect the Share
Register which contains the name and address of
each ATL Shareholder and certain other prescribed
details relating to ATL Shareholders, without charge.
ATL Shareholders also have the right to request a
copy of the Share Register upon payment of a fee
(if any) up to a prescribed amount.
ATL Shareholders have these rights by virtue of
section 173 of the Corporations Act.
Past performance
References to the past financial performance
of ATL and thl are not a reliable indicator of
future performance.
External websites
Unless expressly stated otherwise, the content of
ATL’s website and thl’s website does not form part of
this Scheme Booklet and ATL Voting Shareholders
should not rely on any such content.
Defined terms
Capitalised terms used in this Scheme Booklet
(other than in the Annexures which accompany this
Scheme Booklet) are defined in the Glossary in
section 13 of this Scheme Booklet or otherwise in
the sections in which they are used.
Section 13 of this Scheme Booklet also sets out
rules of interpretation which apply to this
Scheme Booklet.
Financial amounts
All financial amounts in this Scheme Booklet in
relation to ATL are expressed in Australian currency,
unless otherwise stated. All financial amounts in this
Scheme Booklet in relation to thl and the Merged
Group are expressed in New Zealand currency,
unless otherwise stated.
Charts and diagrams
Any diagrams, charts, graphs and tables appearing
in this Scheme Booklet are illustrative only and may
not be drawn to scale. Unless otherwise stated, all
data contained in diagrams, charts, graphs and
tables is based on information available at the date
of this document.
Rounding
A number of figures, amounts, percentages, prices,
estimates, calculations of value and fractions in this
Scheme Booklet are subject to the effect of
rounding. Accordingly, the actual calculations may
differ from the figures, amounts, percentages,
prices, estimates, calculations of value and
fractions set out in this Scheme Booklet due to the
effect of rounding.
Time
A reference to time in this Scheme Booklet is a
reference to Australian Eastern Daylight Time until
3 April 2022 and thereafter to Australian Eastern
Standard Time, unless otherwise indicated.
Date of this scheme booklet
This Scheme Booklet is dated Monday,
21 February 2022.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET6
Key dates and times
EVENTDAT E
First Court Hearing at which the Court made orders convening the
Scheme Meeting
Friday, 18 February 2022
Date of this Scheme BookletMonday, 21 February 2022
Deadline for receipt by the Share Registry of Proxy Forms, powers
of attorney or appointments of corporate representatives for the
Scheme Meeting
10.00am on Monday, 18 April 2022
Time and date for determining eligibility to vote at the Scheme
Meeting (Voting Entitlement Time)
7.00pm on Monday, 18 April 2022
Scheme Meeting10.00am on Wednesday,
20 April 2022
If the Scheme is approved by the Requisite Majority of ATL Voting Shareholders, the indicative timetable for
implementing the Scheme is as set out below and ATL will confirm the proposed dates to ASX and on its
website (www.apollotourism.com) in due course.
Second Court Date: Second Court Hearing for approval of the
Scheme
10.00am on Thursday, 28 April 2022
Effective Date
The date on which the Scheme becomes Effective and is binding on
ATL Voting Shareholders
Lodgement by ATL with ASIC of the Court orders approving the
Scheme and lodgement of announcement to ASX
Last day of trading in ATL Shares on the ASX
Friday, 29 April 2022
Suspension of trading of ATL Shares on ASX4.00pm on Friday, 29 April 2022
Scheme Record Date: Time and date for determining entitlements to
the Scheme Consideration
7.00pm on Tuesday, 3 May 2022
Implementation Date: Issue of Scheme Consideration to Scheme
Shareholders
Tuesday, 10 May 2022
Commencement of trading of thl Consideration Shares on the NZX
on a normal settlement basis
Wednesday, 11 May 2022
Admission of thl to the official list of ASX as a foreign exempt listing Wednesday, 11 May 2022
Commencement of trading of thl Consideration Shares on the ASX
on a normal settlement basis
Wednesday, 11 May 2022 or as
soon as reasonably practicable
thereafter
All dates following the date of the Scheme Meeting are indicative only and, among other things, are
subject to all necessary approvals from the Court, ASIC, ASX, NZX and any other relevant government
agency, and any other conditions to the Scheme having been satisfied or, if applicable, waived.
Any changes to the above timetable will be announced on ASX and notified on ATL’s website at
www.apollotourism.com.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET7
What you should do
Step 1: Read this Scheme Booklet
This is an important document and requires your
immediate attention. It contains information that
is material to ATL Voting Shareholders in making a
decision on whether or not to vote in favour of
the Scheme.
You should read this Scheme Booklet in its entirety,
including the Independent Expert’s Report, before
making a decision on how to vote in relation to
the Scheme.
If you are in any doubt as to what you should do
with this Scheme Booklet, please consult your legal,
financial, tax or other professional adviser. If you
have any additional questions about the Scheme
or the Scheme Booklet, please contact the ATL
Shareholder Information Line on 1300 396 584
(within Australia) or +61 3 9415 4151 (outside Australia)
on Monday to Friday between 8.30am and 5.00pm.
Step 2: Vote at the Scheme Meeting
If you are registered as an ATL Voting Shareholder
by the Share Registry at the Voting Entitlement Time,
which is 7.00pm on Monday, 18 April 2022, you will be
entitled to vote at the Scheme Meeting.
If you are entitled to vote at the Scheme Meeting,
it is very important that you vote. This is because the
Scheme must be passed by a majority in number
(more than 50%) of ATL Voting Shareholders who
are present and voting at the Scheme Meeting,
in person or by proxy, attorney or corporate
representative, and at least 75% of the votes
cast at the Scheme Meeting.
In light of the ongoing COVID-19 pandemic,
the Scheme Meeting will be a hybrid meeting
facilitating in person and online participation.
The Scheme Meeting will be held at 10.00am on
Wednesday, 20 April 2022 at Level 29, Riverside
Centre, 123 Eagle Street, Brisbane, Queensland 4000
and also via ATL’s online meeting platform at
https://meetnow.global/MXDSZKR, as set out in the
Notice of Scheme Meeting in Annexure F. ATL Voting
Shareholders and their proxies, attorneys and
corporate representatives may attend the
Scheme Meeting either in person or via ATL’s
online meeting platform.
Given current uncertainty and to minimise health
risks created by the COVID-19 pandemic, ATL
strongly encourages ATL Voting Shareholders to
consider lodging a directed proxy or attending the
meeting virtually, rather than attending the
physical  meeting in person. However, ATL Voting
Shareholders that wish to attend the physical
meeting in person should note that the protocols
for attendance in person at the Scheme Meeting
may change at short notice in response to
lockdowns or border closures that may from time to
time be imposed in response to the COVID-19 global
pandemic. Any change will be announced by ATL
via the ASX. ATL Voting Shareholders that wish to
attend in person are also strongly encouraged to
contact the ATL Shareholder Information Line no
later than 7 days prior to the date of the Scheme
Meeting to inform ATL of their intention to attend the
Scheme Meeting in person and to provide their
contact details (email address or mobile telephone
number or both) so that representatives of ATL can
notify them of any changes to the protocols for
attending the physical Scheme Meeting in person.
You should note that the Scheme is subject to the
Scheme Conditions, so the Scheme may not
proceed even if the Scheme is approved by ATL
Voting Shareholders at the Scheme Meeting.
Please refer to the explanatory notes in the Notice
of Scheme Meeting at Annexure F for a summary of
voting procedures for the Scheme Meeting.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET8
Key reasons to vote for and against the Scheme
Reasons to vote in favour of the Scheme
ü
The ATL Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a
Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in
the best interests of the ATL Voting Shareholders.
ü
The Independent Expert has concluded that the Scheme is fair and reasonable and in the best
interests of ATL Voting Shareholders, in the absence of a Superior Proposal.
ü
The Scheme has support from ATL’s major shareholder group, the Trouchet Shareholders.
ü
The Scheme Consideration represents an attractive premium to the recent trading prices of
ATL Shares.
ü
The Proposed Transaction brings two highly complementary businesses together to create a
diversified, leading RV travel company across Australia, New Zealand, North America, the United
Kingdom and Europe.
ü
The Proposed Transaction is expected to create significant cost synergies not otherwise available
to the standalone entities.
ü
The Merged Group is expected to be financially stronger than ATL on a standalone basis. The ATL
Directors believe this will likely result in a faster recovery from COVID-19, improved ability to weather
any ongoing effects from the pandemic including supply chain disruptions, and capability to take
advantage of near term growth opportunities.
ü
The Scheme was considered by ATL Directors to be more favourable than ATL remaining as a
standalone entity.
ü
No Superior Proposal has emerged since the announcement of the Scheme.
ü
If the Scheme does not proceed, and no Superior Proposal emerges, the price of ATL Shares may fall in
the near-term.
ü
The Merged Group will have an experienced and complementary board and management team with
extensive experience and proven track record operating across Australia, New Zealand, the United
Kingdom, Europe and North America.
ü
thl will apply to be admitted to the official list of ASX in addition to its existing NZX listing and, if that
application is successful and the Scheme becomes Effective, Scheme Shareholders will be able to
trade their thl Consideration Shares on the ASX and NZX.
ü
No brokerage will be payable by you for the transfer of your ATL Shares under the Scheme.
Reasons why you might decide to vote in favour of the Scheme are set out in more detail in section 4 of this Scheme Booklet.
Potential reasons to vote against the Scheme
û
You may believe there is potential for a Superior Proposal to be made in the foreseeable future.
û
You may disagree with the ATL Directors’ unanimous recommendation or the Independent Expert’s
conclusion.
û
You may wish to maintain your current investment profile and exposure to a business with ATL’s
specific characteristics.
û
The future value of the thl Consideration Shares after the Scheme is implemented will move with
market and investor sentiment and as such is considered uncertain.
û
You may be worried about specific risks associated with thl’s business or the future value of thl
Consideration Shares after the Scheme is implemented.
û
The tax consequences of the Scheme may not suit your current financial situation.
û
The Scheme may be subject to Scheme Conditions that you consider unacceptable.
Reasons why you might decide not to vote in favour of the Scheme are set out in more detail in section 4 of this Scheme Booklet.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET9
Contents Page
Reasons to vote in favour of the Scheme 8
Potential reasons to vote against the Scheme 8
Letter from the Chairman of ATL 11
Letter from the Chairman of thl 13
1. OVERVIEW OF THE SCHEME 14
1.1 Background 15
1.2 What will you receive? 15
1.3 Scheme Conditions 15
1.4 What is the Independent Expert’s
conclusion? 16
1.5 What do the ATL Directors recommend? 16
1.6 Effect of the Scheme 16
1.7 Steps for implementing the Scheme 16
1.8 Entitlement to vote 16
1.9 When will the Scheme Meeting be held? 17
1.10 Exclusivity arrangements 17
1.11 Tax considerations 17
1.12 Existing Scheme Shareholder instructions 17
1.13 What is the current status of the Scheme
and next steps? 17
1.14 How to obtain further information 17
2. FREQUENTLY ASKED QUESTIONS 18
3. HOW TO VOTE 31
3.1 What you should do 32
3.2 Scheme Meeting 32
3.3 Entitlement to vote 32
3.4 How to vote 32
4. CONSIDERATIONS RELEVANT TO YOUR VOTE 33
4.1 Reasons to vote in favour of the Scheme 34
4.2 Potential disadvantages of the Scheme 37
4.3 Other key considerations in relation to
voting on the Scheme 39
5. IMPLEMENTATION OF THE SCHEME 41
5.1 Introduction 42
5.2 Steps in implementing the Scheme 42
5.3 Scheme Conditions 45
5.4 Status of Scheme Conditions 48
5.5 If the Scheme does not proceed 49
5.6 Exclusivity arrangements and
competing proposals 49
5.7 Fiduciary exception 50
5.8 Notification and matching right 51
5.9 Termination of the Scheme
Implementation Deed 51
5.10 Effect of termination 53
5.11 Break fees 53
5.12 Warranties in Scheme
Implementation Deed 54
5.13 Warranties by Scheme Shareholders
under the Scheme 54
6. SCHEME CONSIDERATION 55
6.1 Overview 56
6.2 Value considerations 56
6.3 Entitlement to Scheme Consideration 56
6.4 Provision of the Scheme Consideration 57
6.5 Fractional entitlements 57
6.6 Foreign Scheme Shareholders 57
6.7 Tax consequences 57
7. INFORMATION ABOUT ATL 58
7.1 Responsibility for information 59
7.2 Group overview 59
7.3 Directors and senior management 66
7.4 Capital structure 68
7.5 Substantial shareholders 68
7.6 Historical financial information 68
7.7 Additional information on
ATL’s debt facilities 72
7.8 Material changes in ATL’s financial position 72
7.9 Financial information for the half year
ended 31 December 2021 73
7.10 Recent ATL Share price performance 73
7.11 ATL’s dividend policy and history 73
7.12 ATL Directors’ intentions for the
business of ATL 73
7.13 Litigation 74
7.14 Further information 74
8. INFORMATION ABOUT thl 75
8.1 Responsibility for information 76
8.2 Overview 76
8.3 History 78
8.4 Directors and senior management 80
8.5 Capital structure 81
8.6 Substantial shareholders 81
8.7 Recent thl share price performance 82
8.8 thl’s dividend policy and history 83

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET10
8.9 thl Directors’ interests in thl securities 83
8.10 thl Directors’ interests in ATL securities 84
8.11 thl Directors’ other interests and benefits 84
8.12 thl’s interests in ATL securities 84
8.13 thl’s employee incentive plans 84
8.14 Funding of the Scheme Consideration 86
8.15 Comparison of Australian and
New Zealand laws and summary of rights
and liabilities attaching to thl
Consideration Shares 86
8.16 Historical financial information 86
8.17 thl’s debt facilities 91
8.18 Material changes in thl’s financial position 91
8.19 Financial information for the year
ending 30 June 2022 (FY22) 91
8.20 Corporate Governance 92
8.21 Commitment to the Future Fit
Business Benchmark 93
8.22 No other material information known
to thl 94
8.23 Further information 94
9. OVERVIEW OF THE MERGED GROUP 96
9.1 Responsibility for information 97
9.2 Overview of the Merged Group 97
9.3 NZX/ASX Dual Listing 106
9.4 Capital structure and
substantial shareholders 106
9.5 Board and management of the
Merged Group 107
9.6 thl’s intentions for the business, assets
and employees of ATL 107
9.7 Dividend policy 108
9.8 Pro forma financial information 109
10. RISK FACTORS 127
10.1 Overview 128
10.2 Risks relating to the Scheme 128
10.3 Risks relating to the business of the
Merged Group 130
10.4 Risks if the Scheme does not proceed 138
11. TAXATION IMPLICATIONS 139
11.1 Australian taxation implications 140
11.2 New Zealand tax implications 143
12. ADDITIONAL INFORMATION 147
12.1 Interests of ATL Directors 148
12.2 Interests of ATL in thl Shares 148
12.3 Benefits and agreements 148
12.4 Creditors of ATL 149
12.5 ASIC relief and ASX waivers 149
12.6 Disclosures and consents 149
12.7 Privacy and personal information 150
12.8 Right to inspect and obtain copies
of the Share Register 150
12.9 Foreign selling restrictions 150
12.10 No unacceptable circumstances 150
12.11 Interests of advisers 150
12.12 Fees 150
12.13 Status of regulatory Scheme Conditions 151
12.14 Supplementary information 151
12.15 Lodgement of Scheme Booklet 151
12.16 No other material information 151
13. GLOSSARY 152
13.1 Definitions 153
13.2 Interpretation 158
ANNEXURE A – Independent Expert’s Report 159
ANNEXURE B – Independent Limited
Assurance Report 307
ANNEXURE C – Scheme Implementation Deed 312
ANNEXURE D – Scheme 403
ANNEXURE E – Deed Poll 419
ANNEXURE F – Notice of Scheme Meeting 428
ANNEXURE G – Comparison of Australian
and New Zealand Laws and summary of the
rights attaching to thl Consideration Shares 435
CORPORATE DIRECTORY IBC

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET11
Dear ATL Shareholder,
On behalf of the ATL Directors, I am pleased to provide you with this Scheme Booklet that contains
information that you will need to consider in relation to the proposed merger of Apollo Tourism &
Leisure Ltd (ATL) with Tourism Holdings Limited (thl), a company listed on New Zealand’s Exchange (NZX)
through thl Group (Australia) Pty. Ltd. (thl Acquirer), a wholly-owned Subsidiary of thl.
On 10 December 2021, ATL and thl announced that they had entered into a Scheme Implementation
Deed under which thl Acquirer will acquire all ATL Shares not already owned by the thl Entities by way
of a scheme of arrangement between ATL and its shareholders (Scheme).
Your directors believe the merger of ATL and thl will create a leading global RV group that will be
better placed to navigate the ongoing uncertainties in tourism, leisure and supply chains caused by
the COVID-19 pandemic. We expect the merger will deliver meaningful synergies for both ATL and thl
Shareholders. We also believe that the merger will provide a stronger financial platform to deliver an
earnings recovery post-pandemic more quickly than would be possible for ATL stand-alone.
Overview of the Scheme
Under the Scheme, all ATL Shareholders (other than the thl Entities) as at the Scheme Record Date
(Scheme Shareholders) will be entitled to be issued 1 thl Consideration Share in exchange for
every 3.680818 ATL Shares held by them on the Scheme Record Date (Scheme Consideration). Following
implementation of the Scheme, and based on the capital structure of thl and ATL at the Last
Practicable Date, Scheme Shareholders will together own approximately 25% of thl Shares on issue,
with existing thl Shareholders owning the remaining approximately 75% (except that Foreign Scheme
Shareholders will not receive thl Consideration Shares and will instead receive the net proceeds from
the sale of the thl Consideration Shares that would otherwise have been issued to them, as set out in
section 6.6).
Any entitlements to a fraction of a thl Consideration Share arising under the calculation of Scheme
Consideration will be rounded to the nearest thl Consideration Share (and if the fractional entitlement
would include one-half of a thl Consideration Share, the entitlement will be rounded up).
ATL Directors’ recommendation
After carefully considering the expected advantages and potential disadvantages of the Scheme,
each of the ATL Directors considers the Scheme to be in the best interests of ATL Shareholders (other
than the thl Entities) (ATL Voting Shareholders) and recommends that ATL Voting Shareholders vote in
favour of the Scheme, in each case in the absence of a Superior Proposal and subject to the
Independent Expert continuing to conclude that the Scheme is in the best interests of ATL Voting
Shareholders. Subject to these same qualifications, each ATL Director intends to vote, or procure the
voting of, any ATL Shares in which he or she has a Relevant Interest in favour of the Scheme. As at the
Last Practicable Date, the ATL Directors hold in aggregate a Relevant Interest in approximately 53.73%
of all ATL Shares on issue.
If any proposal is received from third parties in the context of a control transaction (or any other
transaction), the ATL Directors will carefully consider that proposal to determine whether it is a Superior
Proposal in the best interests of ATL Voting Shareholders, taking into account a range of relevant
factors. As at the date of this Scheme Booklet, no Superior Proposal has emerged and the ATL
Directors are not aware of any Superior Proposal that is likely to emerge.
Independent Expert
The ATL Directors have also commissioned an Independent Expert, Grant Thornton Corporate Finance
Pty Ltd, to prepare the Independent Expert’s Report in relation to the Scheme.
The Independent Expert has concluded that the Scheme is fair and reasonable and in the best
interests of ATL Voting Shareholders, in the absence of a Superior Proposal. The Independent Expert
has assessed the fair market value of ATL Shares on a control basis at between A$0.709 and A$0.859
per ATL Share and the fair market value of the Scheme Consideration on a minority basis at between
A$0.753 and A$0.913 per ATL Share.
Letter from the Chairman of ATL

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET12
The Independent Experts assessment of the fair market value of the Scheme Consideration on a
minority basis falls within or above the Independent Expert’s assessed fair market valuation range
of ATL Shares on a control basis, with the Scheme Consideration valuation at the low-end and
high-end above the valuation of ATL Shares at the low-end and high-end.
A copy of the Independent Expert’s Report is contained in Annexure A of this Scheme Booklet.
Scheme Meeting
Your vote is important. The Scheme can only be implemented if it is approved by:
•
a majority in number (more than 50%) of ATL Voting Shareholders who are present and voting, in
person or by proxy, attorney or corporate representative, at the Scheme Meeting; and
•
at least 75% of the votes cast at the Scheme Meeting by ATL Voting Shareholders,
and if it is subsequently approved by the Court at the Second Court Hearing.
In light of the ongoing COVID-19 pandemic, the Scheme Meeting will be a hybrid meeting
facilitating in person and online participation. The Scheme Meeting will be held at 10.00am on
Wednesday, 20 April 2022 at Level 29, Riverside Centre, 123 Eagle Street, Brisbane, Queensland 4000
and also via ATL’s online meeting platform at https://meetnow.global/MXDSZKR. You may vote by
attending in person or online through ATL’s online meeting platform, or by appointing a proxy,
attorney or corporate representative to attend the Scheme Meeting to vote on your behalf.
Further information on how to vote using each of these methods is contained in the explanatory
notes of the Notice of Scheme Meeting in Annexure F.
You should note that the protocols for attendance in person at the Scheme Meeting may change
at short notice in response to any Government restrictions on physical gatherings or other
developments relating to the ongoing COVID-19 pandemic. Any such changes will be announced
by ATL to ASX.
Should you wish to appoint a proxy to vote on your behalf, please complete and sign the
personalised Proxy Form accompanying this Scheme Booklet and return it to the Share Registry
by no later than 10.00am on Monday, 18 April 2022.
I strongly encourage you to carefully consider all the information set out in this Scheme Booklet
when deciding whether to vote in favour of the Scheme.
If you require any further information in relation to the Scheme, please call the ATL Shareholder
Information Line on 1300 396 584 (within Australia) or +61 3 9415 4151 (outside Australia) on Monday to
Friday between 8.30am and 5.00pm.
On behalf of the ATL Directors, I would like to take this opportunity to thank you in advance for your
ongoing support of ATL. The ATL Directors believe that the proposed merger of ATL and thl through
the Scheme makes strong commercial and strategic sense and is in the best interests of ATL Voting
Shareholders, in the absence of a Superior Proposal and subject to the Independent Expert
continuing to conclude that the Scheme is in the best interests of ATL Voting Shareholders.
We encourage you to vote in favour of the Scheme and look forward to your participation in the
Scheme Meeting.
Yours sincerely,
Sophie Mitchell
Non-Executive Chairman
Apollo Tourism & Leisure Ltd

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET13
Dear ATL Shareholders,
On behalf of the thl Directors and the management team of thl, we are pleased to have
collaborated with ATL to deliver this Scheme Booklet which provides important information
in relation to the proposed merger of Apollo Tourism & Leisure Ltd (ATL) and Tourism Holdings
Limited (thl).
As a Merged Group, I believe we will be able to better manage market uncertainty over the next
phase, through the realisation of the substantial cost synergies we see available today, as well as
improved fleet efficiency as the fleet is rebuilt in the coming period. This positions us to face a
longer than expected recovery period, should that eventuate, with greater financial stability than
either company would have as a standalone business.
We will also operate more globally and establish ourselves as a true global commercial RV rental
leader with businesses in the United States, Canada, Europe and the United Kingdom, in addition
to the Australasian operations, and supported by a strong manufacturing capability and retail
vehicle sales in Australia and New Zealand.
It has been encouraging to see that there is a strong cultural fit between both thl and ATL, and
that ATL shares our commitment to being a business that focuses on multiple stakeholder
impacts and benefits. The fleet synergies proposed from this merger demonstrates the strong
linkage between the environmental and commercial benefits of this transaction, and the ability
the Merged Group will have to do more, and deliver more, with fewer resources and less
environmental impact.
The COVID-19 pandemic has changed the face of tourism globally, for a period at least. It has been
a challenging period for all in tourism. However, the proposed merger of thl and ATL will provide
both groups of shareholders with the benefits of the expected recovery with the knowledge that
the Merged Group has the ability to execute on material cost synergies that aren’t available to
either party without this merger.
This Scheme Booklet includes a profile of the Merged Group and thls intentions for the Merged
Group. On behalf of the board of thl, I encourage you to read this Scheme Booklet carefully and
vote in favour of the Scheme at the Scheme Meeting to be held at 10.00am on Wednesday,
20 April 2022 at Level 29, Riverside Centre, 123 Eagle Street, Brisbane, Queensland 4000 and also
via AT L’s online meeting platform at https://meetnow.global/MXDSZKR
I am excited by the opportunities that lie ahead for the Merged Group and I look forward to
welcoming you as a thl Shareholder following successful implementation of the Scheme.
Yours sincerely
Rob Campbell
Chairman
Tourism Holdings Limited
Letter from the Chairman of thl

1414
SECTION 1
Overview of the Scheme

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET15
1.1 Background
On 10 December 2021, ATL announced that it, thl and
thl Acquirer had signed a Scheme Implementation
Deed under which it is proposed that thl, through its
wholly-owned Subsidiary, thl Acquirer, will acquire all
ATL Shares not already owned by it or its
Subsidiaries by way of a scheme of arrangement
between ATL and Scheme Shareholders.
If the Scheme is approved by the Requisite Majority
of ATL Voting Shareholders and the Court, and all
other Scheme Conditions relevant to the Scheme
are satisfied or waived (as applicable), ATL will
become a wholly-owned Subsidiary of thl. thl will
apply to be admitted to the official list of ASX as an
ASX foreign exempt listing in addition to its existing
listing on NZX. If thl’s ASX listing application is
successful and subject to the Scheme becoming
Effective, in addition to being able to be traded
on NZX, on the business day following the
Implementation Date, the thl Consideration Shares
will be able to be traded on the ASX on the same
date (currently expected to be Wednesday,
11 May 2022) or as soon as reasonably practicable
thereafter.
ATL Voting Shareholders should note that admission
of thl to ASX as an ASX foreign exempt listing is a
Scheme Condition, however that condition may be
waived if agreed to by thl and ATL.
If the Scheme is not approved, then the Scheme will
not proceed and ATL will continue as a standalone
entity listed on the ASX.
1.2 What will you receive?
(a) Scheme Consideration
Under the Scheme, Scheme Shareholders (other
than Foreign Scheme Shareholders) will be issued 1
thl Consideration Share for every 3.680818 ATL Shares
held on the Scheme Record Date.
See section 6 of this Scheme Booklet for a more
detailed explanation of the Scheme Consideration.
(b) Foreign Scheme Shareholders
A Scheme Shareholder will be a Foreign Scheme
Shareholder if, as at the Scheme Record Date, their
address, as shown in the Share Register, is located
outside of Australia, New Zealand, the United
Kingdom and their respective external territories or
any other jurisdictions as may be agreed in writing
by ATL and thl, unless thl determines that it is lawful
and not unduly onerous and not unduly
impracticable to issue that Scheme Shareholder
with thl Consideration Shares when the Scheme
becomes Effective and it is lawful for that Scheme
Shareholder to participate in the Scheme by the law
of the relevant place outside Australia, New Zealand,
the United Kingdom or any other jurisdictions as
may be agreed in writing by ATL and thl.
Foreign Scheme Shareholders will not be entitled to
receive thl Consideration Shares. thl Consideration
Shares that would otherwise be issued to these
shareholders under the Scheme will be issued to a
nominee of thl to be sold on NZX, with the net sale
proceeds to be paid to the Foreign Scheme
Shareholder.
More details on Foreign Scheme Shareholders are
set out in section 6.6 of this Scheme Booklet.
1.3 Scheme Conditions
Implementation of the Scheme is subject to a
number of Scheme Conditions which must be
satisfied or waived (where capable of waiver) before
the Scheme can be implemented.
The Scheme Conditions are set out in full in clause
3.1 of the Scheme Implementation Deed. They are
summarised in detail in section 5.3 of this
Scheme Booklet.
If a Scheme Condition in the Scheme
Implementation Deed is not satisfied or waived by
its Relevant Date, or if a circumstance occurs that is
reasonably likely to result in a Scheme Condition not
being capable of being satisfied, or if the Scheme
has not become Effective by the End Date, then ATL
and thl must consult in good faith with a view to
determining whether:
•
the Scheme may proceed by way of alternative
means or methods;
•
to extend the relevant time or date for
satisfaction of the Scheme Condition;

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET16
•
•
to change the date of the application to
be made to the Court for orders under
section 411(4)(b) of the Corporations Act
approving the Scheme or adjourning that
application (as applicable) to another date
agreed by the parties;
•
to extend the End Date; or
•
do all, or any combination of, the above matters.
If ATL and thl are unable to reach agreement within
10 Business Days of the date on which they both
become aware that the Scheme Condition has
become incapable of being satisfied (or, if earlier, by
the Delivery Time on the Second Court Date), then,
unless the Scheme Condition is waived (where
capable of waiver):
•
if the Scheme Condition is for the benefit of both
of ATL and thl, either of them may terminate the
Scheme Implementation Deed;
•
if the Scheme Condition is for the sole benefit of
ATL, ATL may terminate the Scheme
Implementation Deed; or
•
if the Scheme Condition is for the sole benefit of
thl, thl may terminate the Scheme
Implementation Deed.
1.4 What is the Independent Expert’s
conclusion?
The ATL Directors engaged Grant Thornton
Corporate Finance Pty Ltd as the Independent
Expert to consider, and prepare a report on, whether
the Scheme is in the best interests of the ATL Voting
Shareholders.
The Independent Expert has concluded that the
Scheme is fair and reasonable and that the
Scheme is in the best interests of the ATL Voting
Shareholders, in the absence of a Superior Proposal.
The Independent Expert’s Report is contained in
Annexure A.
1.5 What do the ATL Directors
recommend?
For the reasons set out in this Scheme Booklet, each
ATL Director considers the Scheme to be in the best
interests of ATL Voting Shareholders and
recommends that ATL Voting Shareholders vote in
favour of the Scheme, in each case in the absence
of a Superior Proposal and subject to the
Independent Expert continuing to conclude that the
Scheme is in the best interests of ATL Voting
Shareholders. Subject to these same qualifications,
each ATL Director intends to vote, or procure the
voting of, any ATL Shares in which he or she has a
Relevant Interest in favour of the Scheme. As at the
Last Practicable Date, the ATL Directors hold in
aggregate a Relevant Interest in approximately
53.73% of all ATL Shares on issue.
1.6 Effect of the Scheme
If the Scheme becomes Effective and is
implemented:
•
each Scheme Shareholder will receive the
Scheme Consideration (except in the case of
Foreign Scheme Shareholders where the
Scheme Consideration will be provided to a
nominee of thl);
•
thl Acquirer will acquire all of the ATL Shares
(other than those held by the thl Entities) and
ATL will become a wholly-owned Subsidiary
of thl; and
•
ATL will be delisted from the ASX.
If the Scheme becomes Effective, it will bind all
Scheme Shareholders, regardless of whether they
were present at the Scheme Meeting, voted at the
Scheme Meeting or voted against the Scheme.
A copy of the Scheme is provided as Annexure D.
1.7 Steps for implementing the Scheme
There are various steps that need to be taken to
implement the Scheme, which are described in
section 5.2 of this Scheme Booklet.
1.8 Entitlement to vote
Each ATL Voting Shareholder who is registered on
the Share Register as the holder of an ATL Share at
the Voting Entitlement Time may vote at the Scheme
Meeting.
More details about voting are set out in section 3 of
this Scheme Booklet.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET17
1.9 When will the Scheme Meeting
be held?
The Scheme Meeting to consider the Scheme will be
held at 10.00am on Wednesday, 20 April 2022 at Level
29, Riverside Centre, 123 Eagle Street, Brisbane,
Queensland 4000 and also via AT L’s online meeting
platform at https://meetnow.global/MXDSZKR.
In light of the ongoing COVID-19 pandemic, the
Scheme Meeting will be a hybrid meeting facilitating
in person and online participation.
Further details about the Scheme Meeting are set
out in the Notice of Scheme Meeting contained in
Annexure F.
You should note that the protocols for attendance
in person at the Scheme Meeting may change at
short notice in response to any Government
restrictions on physical gatherings or other
developments relating to the ongoing COVID-19
pandemic. Any such changes will be announced by
ATL to ASX.
1.10 Exclusivity arrangements
There are various exclusivity arrangements that
have been agreed to by ATL in relation to the
Scheme in favour of thl, which are summarised in
sections 5.6, 5.7 and 5.8 of this Scheme Booklet.
1.11 Tax considerations
A summary of the general Australian and certain
New Zealand taxation implications of the Scheme
for Scheme Shareholders is set out in section 11 of
this Scheme Booklet. The information is general in
nature and not taxation advice.
Your decision regarding how to vote on the Scheme
should be made only after consultation with your
financial, legal or other professional adviser based
on your own investment objectives, financial
situation, taxation position and particular needs.
1.12 Existing Scheme Shareholder
instructions
Except to the extent prohibited by law, all binding
instructions or notifications given by a Scheme
Shareholder to ATL or the Share Registry in relation
to ATL Shares (including any email addresses,
instructions relating to communications from ATL,
whether dividends are to be paid by cheque or into
a specific bank account, notices of meetings or
other communications from ATL) will, from the
Implementation Date, be deemed (except to the
extent determined by thl in its absolute discretion)
by reason of the Scheme to be made by each
Scheme Shareholder to thl and will be accepted
by thl in respect of the thl Shares issued to the
Scheme Shareholder, until that instruction or
notification is revoked or amended in writing
addressed to the thl Registry.
1.13 What is the current status of the
Scheme and next steps?
As described elsewhere in this section, the Scheme
must be approved by the Requisite Majority of ATL
Voting Shareholders and by the Court and the
Scheme Conditions must be satisfied or waived.
As at the date of this Scheme Booklet, thl, ATL and
the ATL Directors are not aware of any reasons why
the Scheme Conditions will not be satisfied or the
Scheme Implementation Deed terminated.
1.14 How to obtain further information
For further information, please contact the ATL
Shareholder Information Line on 1300 396 584
(within Australia) or +61 3 9415 4151 (outside Australia)
between 8.30am and 5.00pm, Monday to Friday.
If you are in any doubt about what to do or
anything in this Scheme Booklet, you should
consult your legal, financial, taxation or other
professional adviser immediately.

1818
SECTION 2
Frequently Asked
Questions

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET19
This section answers some questions you may have about the Scheme. The information is a basic
summary only and is elaborated on in specified areas of this Scheme Booklet. The information should
be read in conjunction with those specified areas.
QUESTIONANSWER
MORE
INFORMATION
General
Why has this Scheme
Booklet been made
available to you?
This Scheme Booklet has been made available to assist you in
deciding how to vote (should you wish to) on the proposed scheme
of arrangement, under which thl, through its wholly-owned
Subsidiary, thl Acquirer, will acquire all ATL Shares not already
owned by it or its Subsidiaries) (Scheme).
This Scheme
Booklet
What are you being
asked to consider?
ATL Voting Shareholders are being asked to consider whether the
Scheme should be implemented or not.
Section 1
What is a scheme of
arrangement?
A scheme of arrangement is a statutory procedure under the
Corporations Act that is commonly used to enable one company
to acquire or merge with another.
Section 1
What would be
the effect of the
Scheme?
If the Scheme is implemented, your ATL Shares will be transferred
to thl Acquirer and in return you will receive 1 thl Consideration
Share for every 3.680818 ATL Shares held on the Scheme Record
Date. ATL will become a wholly-owned Subsidiary of thl and be
delisted from the ASX.
Following implementation of the Scheme, Scheme Shareholders
will together own approximately 25% of thl Shares on issue, with
existing thl Shareholders owning the remaining approximately
75% (except that Foreign Scheme Shareholders will not receive thl
Consideration Shares and will instead receive the net proceeds
from the sale of the thl Consideration Shares that would otherwise
have been issued to them, as set out in section 6.6).
If thl’s ASX listing application is successful and the Scheme
becomes Effective, the thl Consideration Shares will, in addition
to being able to be traded on NZX on the business day following
the Implementation Date, be able to be traded on the ASX on the
same date (currently expected to be Wednesday, 11 May 2022) or
as soon as reasonably practicable thereafter.
Sections 1
and 6

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET20
QUESTIONANSWER
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Are there any
conditions that
need to be satisfied
before the Scheme
can proceed?
Certain conditions need to be satisfied (or waived) by the Relevant
Date before the Scheme can proceed, including:
•
(Voting) for the Scheme to proceed, the Requisite Majority of
ATL Voting Shareholders must vote in favour of the Scheme at
the Scheme Meeting;
•
(Approvals) approvals are required from regulatory authorities
(such as the Australian Competition and Consumer Commission
(ACCC), New Zealand Commerce Commission (Commerce
Commission), Foreign Investment Review Board (FIRB), ASX, NZX,
NZ Takeovers Panel and ASIC) and the Court;
•
(ASX Listing) ASX approves the admission of thl to the official list
of ASX as an ASX foreign exempt listing; and
•
(Other Scheme Conditions) various other conditions must be
satisfied or waived by the Relevant Date for the Scheme to
proceed, including:
–no ATL Prescribed Occurrence occurring;
–no thl Prescribed Occurrence occurring;
–ATL Warranties being true and correct in all material respects;
–thl Warranties being true and correct in all material respects;
–no ATL Material Adverse Change;
–no thl Material Adverse Change;
– no restraining order remaining in effect that prohibits,
materially restricts, makes illegal or restrains the completion
of the Scheme;
– third party consents, approvals or waivers of rights by parties
other than ATL under any Material Contracts are obtained;
– escrow arrangements are entered into by the
Trouchet Shareholders;
– the thl Group entering into an agreement with new or existing
financiers and obtaining all necessary approvals in respect of
the entry into that agreement, to refinance either its existing
debt facilities or the debt facilities of all or part of the Merged
Group with effect from the Implementation Date;
– all consents, approval, confirmations, agreements or waivers
of rights from any financier of the ATL Group are obtained;
– the Independent Expert does not change, withdraw or qualify
its conclusion in the Independent Expert’s Report; and
– thl obtaining confirmation from its insurers that its existing
directors and officers insurance policy is extended to include
the Scheme.
The Scheme Conditions are set out in full in section 5.3 of this
Scheme Booklet.
If the Scheme Conditions are not satisfied or waived by their
Relevant Dates, the Scheme will not proceed.
Section 5.3

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET21
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When will
the Scheme
become effective?
The Scheme becomes effective when orders made by the Court
under section 411(4)(b) of the Corporations Act are lodged with
ASIC (or, following lodgement with ASIC, is taken to have effect
on the date of lodgement or such earlier date as the Court
determines and specifies in the order). This is called the ‘Effective
Date’. The Court will not consider granting the order for the Scheme
unless the Scheme has been approved by the Requisite Majority
of ATL Voting Shareholders and the Scheme Conditions have been
satisfied or waived by their Relevant Dates.
If the Court does not grant the order for the Scheme by the End
Date (which is currently 29 April 2022 unless at that time the only
Scheme Conditions that need to be satisfied are the approval by
the ACCC, the Commerce Commission and FIRB, in which case the
End Date will be 30 June 2022), or such later date as ATL and thl
mutually agree, the Scheme will not proceed.
Section 5
Can I sell my ATL
Shares now?
You can sell your ATL Shares on-market on the ASX at any time
before 4.00pm on the Effective Date.
However, note that the on-market price you receive at the time of
sale may not be the same price as the Scheme Consideration you
would be entitled to receive under the Scheme (and you may also
be required to pay brokerage).
This Scheme
Booklet
Can I choose to keep
my ATL Shares?
If the Scheme proceeds, you will not be able to keep your ATL
Shares. All ATL Shares not already owned by the thl Entities will be
transferred to thl so that ATL becomes a wholly owned Subsidiary
of thl.
This Scheme
Booklet
What do the Trouchet
Shareholders intend
to do?
As at the date of this Scheme Booklet, the Trouchet Shareholders
together hold 99,412,231 ATL Shares (representing 53.4% of the ATL
Shares on issue).
As set out in section 4.1I of this Scheme Booklet, the Trouchet
Shareholders intend to vote all ATL Shares held by them in favour
of the Scheme, in the absence of a Superior Proposal and subject
to the Independent Expert continuing to conclude that the
Scheme is in the best interests of ATL Voting Shareholders.
The Trouchet Shareholders remain committed to the long-term
value creation opportunities available to the Merged Group and
intend to enter into voluntary escrow arrangements for 90% of their
thl Consideration Shares for 12 months and 50% for 24 months from
the Implementation Date.
Section 4.1(c)
Directors’ recommendations and Independent Expert’s conclusion
What do the
ATL Directors
recommend?
The ATL Directors unanimously recommend that ATL Voting
Shareholders vote in favour of the Scheme, in the absence of
a Superior Proposal and subject to the Independent Expert
continuing to conclude that the Scheme is in the best interests of
ATL Voting Shareholders.
Section 4.1(a)
Have any Competing
Proposals or Superior
Proposals emerged?
No Competing Proposal has emerged since the announcement
of the Proposed Transaction on 10 December 2021. As at the date
of this Scheme Booklet, neither ATL nor any of ATL’s advisers are
aware of any Competing Proposal.
Section 4.1(i)

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET22
QUESTIONANSWER
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What happens
if a Competing
Proposal or Superior
Proposal emerges?
ATL has certain ‘exclusivity’ obligations (for thl’s benefit) which
prevent ATL from soliciting or entertaining Competing Proposals or
allowing due diligence to third parties in respect of a Competing
Proposal.
However, if an unsolicited Competing Proposal emerges and the
ATL Directors consider it to be a Superior Proposal, then ATL may
entertain that proposal (after making specified disclosures to thl).
thl also has matching rights to make a Counter Proposal to ATL in
response to a Superior Proposal.
The exclusivity arrangements under the Scheme Implementation
Deed are summarised in sections 5.6, 5.7 and 5.8 of this Scheme
Booklet.
Sections 5.6, 5.7
and 5.8
Is a break fee
payable by ATL?
Under the Scheme Implementation Deed, ATL and thl are each
liable to pay each other a break fee of A$1,400,000 in certain
circumstances. A break fee is not payable by ATL if the Scheme
does not proceed merely because ATL Voting Shareholders do not
approve the Scheme by the Requisite Majority.
Section 5.11 of this Scheme Booklet sets out additional information
on the break fee.
Section 5.11
How do the ATL
Directors intend to
vote in respect of
their own ATL Shares?
Each ATL Director intends to cause any ATL Shares in which they
have a Relevant Interest to be voted in favour of the Scheme, in the
absence of a Superior Proposal and subject to the Independent
Expert continuing to conclude that the Scheme is in the best
interests of ATL Voting Shareholders.
The interests held by the ATL Directors are disclosed in section 12.1
of this Scheme Booklet. As at the Last Practicable Date, the ATL
Directors hold in aggregate a Relevant Interest in approximately
53.73% of all ATL Shares on issue. As at the Last Practicable Date,
the following ATL Directors have a Relevant Interest in ATL Shares:
ATL DirectorNumber of ATL Shares held
Sophie Mitchell234,504 ATL Shares indirectly held
Robert Baker130,000 ATL Shares indirectly held
Brett Heading250,000 ATL Shares indirectly held
Luke Trouchet and
Karl Trouchet99,412,231 ATL Shares indirectly held
ATL Voting Shareholders should have regard to these interests
when considering how to vote on the Scheme.
Sections 4.1(a)
and 12.1
What is the
Independent
Expert’s opinion?
The Independent Expert has considered the Scheme and
concluded that the Scheme is fair and reasonable and in the
best interests of ATL Voting Shareholders, in the absence of a
Superior Proposal.
The Independent Expert has assessed the fair market value of ATL
Shares on a control basis at between A$0.709 and A$0.859 per ATL
Share and the fair market value of the Scheme Consideration on
a minority basis at between A$0.753 and A$0.913 per ATL Share. The
Independent Expert’s assessment of the fair market value of the
Scheme Consideration on a minority basis falls within or above
the Independent Expert’s assessed fair market valuation range
of ATL Shares on a control basis, with the Scheme Consideration
valuation at the low-end and high-end above the valuation of ATL
Shares at the low-end and high-end. The Independent Expert’s
Report is contained in Annexure A.
Section 4.1(b)

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET23
QUESTIONANSWER
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Why you may
consider voting
in favour of the
Scheme?
There are various reasons why you may consider voting in favour
of the Scheme, which are set out in detail in section 4 of this
Scheme Booklet. Some of the key reasons include:
•
The ATL Directors unanimously recommend that you vote in
favour of the Scheme, in the absence of a Superior Proposal
and subject to the Independent Expert continuing to conclude
that the Scheme is in the best interests of the ATL Voting
Shareholders.
•
The Independent Expert has concluded that the Scheme is fair
and reasonable and in the best interests of ATL Voting
Shareholders, in the absence of a Superior Proposal.
•
The Scheme has support from ATL’s major shareholder group,
the Trouchet Shareholders.
•
The Scheme Consideration represents an attractive premium
to the recent trading prices of ATL Shares.
•
The Proposed Transaction brings two highly complementary
businesses together to create a diversified, leading RV travel
company across Australia, New Zealand, North America, the
United Kingdom and Europe.
•
The Proposed Transaction is expected to create significant cost
synergies not otherwise available to the standalone entities.
•
The Merged Group is expected to be financially stronger than
ATL on a standalone basis. The ATL Directors believe this will
likely result in a faster recovery from COVID-19, improved ability
to weather any ongoing effects from the pandemic including
supply chain disruptions, and capability to take advantage of
near term growth opportunities.
•
The Scheme was considered by ATL Directors to be more
favourable than ATL remaining as a standalone entity.
•
No Superior Proposal has emerged since the announcement of
the Scheme.
•
If the Scheme does not proceed, and no Superior Proposal
emerges, the price of ATL Shares may fall in the near-term.
•
The Merged Group will have an experienced and
complementary board and management team with extensive
experience and proven track record operating across Australia,
New Zealand, the United Kingdom, Europe and North America.
•
thl will apply to be admitted to the official list of ASX in addition
to its existing NZX listing and, if that application is successful
and the Scheme becomes Effective, Scheme Shareholders will
be able to trade their thl Consideration Shares on the ASX
and NZX.
•
No brokerage will be payable by you for the transfer of your ATL
Shares under the Scheme.
Section 4.1

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET24
QUESTIONANSWER
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INFORMATION
Why you may
consider voting
against the Scheme?
The potential reasons you may consider voting against the
Scheme are set out in detail in sections 4.2 of this Scheme Booklet.
Some of those reasons include:
•
You may believe there is potential for a Superior Proposal to be
made in the foreseeable future.
•
You may disagree with the ATL Directors’ unanimous
recommendation or the Independent Expert’s conclusion.
•
You may wish to maintain your current investment profile and
exposure to a business with ATL’s specific characteristics.
•
The future value of the thl Consideration Shares after the
Scheme is implemented will move with market and investor
sentiment and as such is considered uncertain.
•
You may be worried about specific risks associated with thl’s
business or the future value of thl Consideration Shares after
the Scheme is implemented.
•
The tax consequences of the Scheme may not suit your current
financial situation.
•
The Scheme may be subject to Scheme Conditions that you
consider unacceptable.
Section 4.2
Consideration
What will Scheme
Shareholders receive
if the Scheme is
implemented?
Scheme Shareholders (other than Foreign Scheme Shareholders
and thl Entities), will receive 1 thl Consideration Share for every
3.680818 ATL Shares held as at the Scheme Record Date.
Section 6
Are Scheme
Shareholders
being offered a
premium and what
is the implied value
of the Scheme
Consideration?
The Scheme Consideration represents an attractive premium to
the recent trading prices of ATL Shares and reflects an implied
value of:
•
A$0.736 based on the closing price of thl Shares on 9 December
2021 (being the last trading day prior to announcement of the
Proposed Transaction) of NZ$2.85 (based on a NZD/AUD
exchange rate of NZ$0.9503 as at that date). This is a premium
of 32.6% over the closing price of ATL Shares of A$0.555 on the
same date;
•
A$0.731 based on the one-month VWAP of thl Shares for the
period from 10 November 2021 to 9 December 2021, of NZ$2.83
(based on a NZD/AUD exchange rate of NZ$0.9503 as at that
date). This is a premium of 18.9% over the one-month VWAP of
ATL Shares of A$0.615 over the same period;
•
A$0.681 based on the closing price of thl Shares of NZ$2.70 on
15 February 2022 (being the Last Practicable Date) (based on a
NZD/AUD exchange rate of NZ$0.9284 as at the Last Practicable
Date). This is a premium of 22.7% over the closing price of ATL
Shares of A$0.555 on 9 December 2021; and
•
A$0.696 based on the one-month VWAP of thl Shares for the
period from 16 January 2022 to 15 February 2022 (being the Last
Practicable Date), of NZ$2.76 (based on a NZD/AUD exchange
rate of NZ$0.9284 as at the Last Practicable Date). This is a
premium of 25.0% over the one-month VWAP of ATL Shares of
A$0.56 over the same period.
The implied value of the Scheme Consideration will vary with
the market price of thl Consideration Shares and the NZD:AUD
exchange rate.
Sections 4.1(d)
and 6

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET25
QUESTIONANSWER
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When and how will I
receive my Scheme
Consideration?
You will receive your Scheme Consideration on the
Implementation Date, which is currently expected to be
Tuesday, 10 May 2022, provided you are an ATL Shareholder
other than the thl Entities (and listed on the Share Register
as such) as at the Scheme Record Date.
thl will issue any thl Consideration Shares to you by entering
your name in thl’s register of members as the holder of those thl
Consideration Shares.
Section 6
When can I start
trading my thl
Consideration Shares
on the ASX?
thl will retain its primary listing on the NZX and will also take all
necessary steps to ensure that the thl Consideration Shares will,
on the business day following the Implementation Date, be able
to be traded on NZX. Any thl Consideration Shares issued to you
under the Scheme are expected to also commence trading on
ASX on a normal settlement basis from the business day following
the Implementation Date, or as soon as reasonably practicable
thereafter, subject to thl’s ASX listing application being approved.
ATL Voting Shareholders should note that, while the admission of
thl to ASX as an ASX foreign exempt listing is a Scheme Condition,
that condition may be waived if agreed to by thl and ATL.
Section 5.2(i)
How will fractional
entitlements
be treated?
Any entitlements to a fraction of a thl Consideration Share arising
under the calculation of Scheme Consideration will be rounded
to the nearest thl Consideration Share (and if the fractional
entitlement would include one-half of a thl Consideration Share,
the entitlement will be rounded up).
Section 6.5
What is a Foreign
Scheme Shareholder
and how are they
treated under
the Scheme?
A Foreign Scheme Shareholder is a Scheme Shareholder whose
address (as shown in ATL’s Share Register on the Scheme Record
Date) is located outside of Australia, New Zealand, the United
Kingdom or any other jurisdictions mutually agreed by ATL and thl.
Under the Scheme, Foreign Scheme Shareholders will not be
entitled to receive thl Consideration Shares. thl Consideration
Shares that would otherwise be issued to these shareholders
under the Scheme will be issued to a nominee of thl to be sold
on NZX, with the net sale proceeds to be paid to the Foreign
Scheme Shareholder.
No assurances are or will be given to Foreign Scheme
Shareholders as to the price that will be achieved for the sale of thl
Consideration Shares and the sale of the thl Consideration Shares
will be at the risk of the Foreign Scheme Shareholders.
Section 6.6
Will I have to pay
brokerage fees?
No brokerage fees will be payable by Scheme Shareholders
in relation to the disposal of their ATL Shares to thl under the
Scheme (except in relation to Foreign Scheme Shareholders as
set out in Section 6.6).
Section 4.1(m)
and 6.6

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET26
QUESTIONANSWER
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thl and the Merged Group
Who is thl?thl is a global tourism operator headquartered in Auckland, New
Zealand, with its shares publicly traded on the NZX since 1986. thl
is the largest provider of commercial RVs for rent in Australia and
New Zealand, and the second largest in North America.
In New Zealand and Australia, thl operates under the Maui, Britz
and Mighty rental brands, and has a network of RV Super Centre/
RV Sales Centre retail and sales branches. thl also owns Action
Manufacturing, a leading motorhome and specialist vehicle
manufacturer in New Zealand. Within New Zealand, thl also
operates a number of tourism businesses, being the Discover
Waitomo cave tours and rafting experiences group (which
includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave
and The Legendary Black Water Rafting Co) and the hop-on-
hop-off coach transport business Kiwi Experience (currently in
hibernation).
In the USA, thl owns Road Bear RV Rentals & Sales and El Monte RV
Rentals & Sales, and in the UK, thl owns 49% of Just go Motorhomes.
Globally, thl has a rental fleet of over 4,200 vehicles (as at 30 June
2021), and in the past, thl’s rental fleet size has reached as high as
6,400 vehicles.
Section 8
What is the
Merged Group?
The Merged Group consists of the combination of thl and ATL,
which are two highly complementary businesses that together will
create a diversified, leading RV travel company across Australia,
New Zealand, North America, the United Kingdom and Europe.
The Merged Group will be a significant provider of RVs for rent
globally, with a global fleet size of approximately 7,000 vehicles
across New Zealand, Australia, USA, Canada, the United Kingdom
and Europe based on fleet sizes as at 30 June 2021. By leveraging
its existing overheads, the Merged Group will be well positioned to
continue to grow globally as international tourism activity returns
in the post-COVID recovery period, particularly in North America
and Europe.
The Merged Group will have the following operations:
•
RV rentals
•
Manufacturing of RVs and other specialist vehicles within
New Zealand and of RVs within Australia
•
RV sales
•
RV retail accessories
•
Tourism attractions and activities in New Zealand
Section 9

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET27
QUESTIONANSWER
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What are thl’s
intentions for ATL and
the Merged Group?
The Merged Group will operate a group of products and brands
globally under the thl endorsing parent brand, and will continue to
use ATL’s Apollo flagship brand within its Australasian RV business
and the CanaDream brand in Canada.
Recent experience with COVID-19 lockdowns and crew working
from home has proven that it is not critical that everyone in the
head office and group support functions must be based out
of the same office, city and country, and that people can work
collaboratively across borders and offices. This provides flexibility
in optimising the physical locations of the Merged Group.
thl and ATL’s current largely duplicated overhead structures in
New Zealand and Australia are expected to enable significant
cost synergies not otherwise available to the standalone entities.
The Merged Group intends to continue to manufacture in both
New Zealand and Australia with the ongoing manufacturing
footprint of the Merged Group to be determined in line with
the synergy expectations and ongoing needs of the business.
Manufacturing in both countries is expected to generate
significant freight synergies by enabling the production of
the rental fleets to occur in the country that the vehicle will be
operating in.
No synergies have been included in the parties’ quantification of
the potential synergies from the merger for the North American
and UK/European markets. There are expected to be opportunities
to leverage the capabilities and expertise of each business to
realise synergies in future.
There are no expected changes to thl’s New Zealand
tourism businesses.
Section 9.6
Who will be the
directors and senior
management of the
Merged Group?
Directors
•
Rob Campbell CNZM – Independent Director, Chair
•
Robert Baker – Independent Director
•
Debbie Birch – Independent Director
•
Rob Hamilton – Independent Director
•
Sophie Mitchell – Independent Director
•
Guorong Qian – Non-independent Director
•
Cathy Quinn – Independent Director
•
Luke Trouchet – Executive Director
•
Grainne Troute – Independent Director
•
Grant Webster – Managing Director
The above directors will form a transitional Board that is expected
to be in place until the 2022 thl Annual Meeting, at which point
a new Board consisting of no more than eight directors will be
appointed.
Senior Management
•
Grant Webster – Chief Executive Officer
•
Nicholas Judd – Chief Financial Officer
•
Luke Trouchet – Executive Director – M&A and Global Transitions
The specific Executive structure of the Merged Group, including
how duplicate Executive roles between ATL and thl are to be
addressed, are currently under review. Once determined, the
remaining Executive structure will be implemented following a
transitional period after completion of the Scheme.
Section 9.5

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET28
QUESTIONANSWER
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INFORMATION
Is a break fee
payable by thl?
Under the Scheme Implementation Deed, ATL and thl are each
liable to pay each other a break fee of A$1,400,000 in certain
circumstances. Section 5.11 of this Scheme Booklet sets out
additional information on the break fee.
Section 5.11
What are the key
differences between
ATL Shares and
thl Shares?
ATL is a public company limited by shares and registered
under Australian law. ATL Shares are quoted on the ASX. thl is
incorporated in NZ, under the laws of NZ. thl Shares are listed
on the NZX. If the Scheme is implemented, the rights of Scheme
Shareholders in respect of thl Consideration Shares will be
primarily governed by the Companies Act, NZX Listing Rules and
the constitution of thl.
The Scheme is conditional upon thl receiving approval from ASX
for it to be admitted to the official list of ASX as an ASX foreign
exempt listing and the quotation of thl Shares on ASX, however thl
will retain its primary listing on the NZX.
Further details of the rights attaching to thl Consideration Shares
and a comparison of Australian and New Zealand laws relating
to ATL and thl is set out in Annexure G. The comparison set out in
Annexure G is not an exhaustive statement of all relevant laws,
rules and regulations and is intended as a general guide only. ATL
Voting Shareholders should consult with their own legal adviser if
they require further information.
Annexure G
Who are the
substantial
shareholders in thl?
Based on substantial product holder notices lodged with the
NZX or otherwise known to thl as at the Last Practicable Date, thl
has the following substantial shareholders who have Relevant
Interests in a parcel of 5% or more of the total issued thl Shares:
Name
Interest in
thl Shares
% of issued
thl Shares
HB Holdings Limited (a subsidiary
of CITIC Capital)26,789,44017.62%
Wilson Asset Management
International Pty Limited10,984,8107.22%
Section 8.6
Voting at the Scheme Meeting
What is the
Scheme Meeting?
The Scheme Meeting is the meetings of the ATL Voting
Shareholders to vote on whether to approve the Scheme.
Section 3 and
Annexure F
When and where will
the Scheme Meeting
be held?
In light of the ongoing COVID-19 pandemic, the Scheme Meeting
will be a hybrid meeting facilitating in person and online
participation.
The Scheme Meeting is scheduled to be held at 10.00am on
Wednesday, 20 April 2022 at Level 29, Riverside Centre,
123 Eagle Street, Brisbane, Queensland 4000 and also via AT L’s
online meeting platform at https://meetnow.global/MXDSZKR.
Further details about the Scheme Meeting are set out in the Notice
of Scheme Meeting contained in Annexure F.
You should note that the protocols for attendance in person at
the Scheme Meeting may change at short notice in response
to any Government restrictions on physical gatherings or other
developments relating to the ongoing COVID-19 pandemic. Any
such changes will be announced by ATL to the ASX.
Section 3 and
Annexure F

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET29
QUESTIONANSWER
MORE
INFORMATION
What am I being
asked to vote on?
ATL Voting Shareholders, being all ATL Shareholders other than
the thl Entities, are being asked to vote in favour of, or against,
the Scheme Resolution.
Important details on the matters to be voted on at the Scheme
Meeting are set out in the Notice of Scheme Meeting in Annexure F.
Section 3 and
Annexure F
What majority is
required to approve
the Scheme?
For the Scheme to be implemented, it is necessary that the
Requisite Majority of ATL Voting Shareholders vote in favour of the
Scheme Resolution at the Scheme Meeting. This requires more
than 50% in number of ATL Voting Shareholders present and voting
(in person or by proxy, attorney or corporate representative),
and at least 75% of the total number of votes cast by ATL Voting
Shareholders, to vote in favour of the Scheme Resolution.
Section 3 and
Annexure F
Am I entitled to vote?You can vote on the Scheme if you are an ATL Voting Shareholder
who is registered on the Share Register as the holder of an ATL
Share at the Voting Entitlement Time (which is 7.00pm on Monday,
18 April 2022) (excluding thl and its Subsidiaries).
Section 3 and
Annexure F
Is voting compulsory?Voting is not compulsory. The voting approval threshold for the
Scheme (the ‘Requisite Majority’) is determined on the basis
of ATL Voting Shareholders who are present and voting at the
Scheme Meeting (in person or by proxy, attorney or corporate
representative).
Section 3 and
Annexure F
How can I vote if I
cannot physically
attend the
Scheme Meeting?
The Scheme Meeting will be held as a hybrid meeting. If you
cannot attend the Scheme Meeting in person or via ATL’s online
meeting platform at https://meetnow.global/MXDSZKR, you may
vote by completing and lodging the Proxy Form accompanying
this Scheme Booklet.
You can also vote by appointing a corporate representative (if you
are a corporate shareholder) or an attorney.
Further information on how to vote using each of these methods
is contained in the explanatory notes of the Notice of Scheme
Meeting in Annexure F.
Proxy Forms, powers of attorney or appointments of corporate
representatives for the Scheme Meeting are due by 10.00am
on Monday, 18 April 2022.
Section 3 and
Annexure F
When will the result
of the Scheme
Meeting be known?
The results of the Scheme Meeting will be announced to the ASX
after the conclusion of the Scheme Meeting.
The Scheme will only proceed if the Court also provides its
approval and all the other Scheme Conditions for the Scheme are
satisfied or waived.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET30
QUESTIONANSWER
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INFORMATION
How do I oppose
the approval of
the Scheme?
If you do not support the Scheme, your options are:
•
to attend the Scheme Meeting in person, via ATL’s online
meeting platform or by proxy, attorney or corporate
representative, and vote against the Scheme being
implemented; and/or
•
if the Scheme is approved by the other ATL Voting Shareholders
by the Requisite Majority despite your vote against the Scheme
Resolution, then you may wish to oppose the approval by filing
and serving a notice of opposition and any other supporting
documents on ATL at least one day before the Second Court
Date and attending the Second Court Hearing. The notice of
appearance and affidavit must be served on ATL at its address
for service at least one day before the Second Court Hearing.
The postal address for service is c/- Hamilton Locke, Level 28,
123 Eagle Street, Brisbane, Queensland 4000 and should be
copied to benny.sham@hamiltonlocke.com.au.
Section 3
Tax implications
What are the
Australian and
New Zealand tax
implications of the
Scheme for Scheme
Shareholders?
A summary of the general Australian and certain New Zealand tax
implications for Scheme Shareholders is set out in section 11 of this
Scheme Booklet.
Your tax position will depend on your particular circumstances.
You are urged to consult your own professional tax adviser as
to the specific tax consequences to you of the relevant Scheme,
including the applicability and effect of income tax and other tax
laws in your particular circumstances.
Section 11
Further questions
Who can I contact
if I have further
questions in
relation to this
Scheme Booklet
or the Scheme?
If you have any further questions of a general nature in relation
to this Scheme Booklet, the Scheme or any related matter, then
you may call the ATL Shareholder Information Line on 1300 396 584
(within Australia) or +61 3 9415 4151 (outside Australia) on Monday to
Friday between 8.30am and 5.00pm.
For more specific advice relating to your own circumstances,
please contact your legal, investment or other
professional adviser.

SECTION 3
How to Vote

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET32
3.1 What you should do
You should carefully read this Scheme Booklet in its
entirety before deciding whether to vote in favour of
the Scheme.
ATL Voting Shareholders should refer to section 4 of
this Scheme Booklet for further guidance on the
reasons to vote for and against the Scheme.
However, as noted elsewhere in this document, this
Scheme Booklet does not take into account the
investment objectives, financial situation and
particular needs of any individual ATL Voting
Shareholder.
If you have any questions about this Scheme
Booklet or the Scheme, please contact the ATL
Shareholder Information Line on 1300 396 584 (within
Australia) or +61 3 9415 4151 (outside Australia) on
Monday to Friday between 8.30am and 5.00pm.
If you require further advice in relation to the
Scheme, contact your financial or other
professional adviser.
3.2 Scheme Meeting
In light of the ongoing COVID-19 pandemic, the
Scheme Meeting will be a hybrid meeting facilitating
in person and online participation.
The Scheme Meeting is scheduled to be held at
10.00am on Wednesday, 20 April 2022 at Level 29,
Riverside Centre, 123 Eagle Street, Brisbane,
Queensland 4000 and also via AT L’s online meeting
platform at https://meetnow.global/MXDSZKR.
Further details about the Scheme Meeting are set
out in the Notice of Scheme Meeting contained in
Annexure F.
ATL Voting Shareholders should note that the
protocols for attendance in person at the Scheme
Meeting may change at short notice in response to
any Government restrictions on physical gatherings
or other developments relating to the ongoing
COVID-19 pandemic. Any such changes will be
announced by ATL to the ASX.
For the Scheme to be implemented, it is necessary
that the Requisite Majority of ATL Voting
Shareholders vote in favour of the resolution to
approve the Scheme at the Scheme Meeting.
You should note that even if the Scheme is
approved by the Requisite Majority of ATL Voting
Shareholders, it is possible that the Scheme may
not proceed to be implemented. This may occur if
the Scheme Conditions are not satisfied or waived
or the Scheme is not approved at the Second
Court Hearing.
3.3 Entitlement to vote
Each ATL Voting Shareholder who is registered on
the Share Register as the holder of an ATL Share at
the Voting Entitlement Time (which is 7.00pm on
Monday, 18 April 2022) may vote at the Scheme
Meeting, either in person or via ATL’s online voting
platform or by proxy, attorney or corporate
representative.
Each ATL Voting Shareholder will have one vote
for each ATL Share they hold. In the case of ATL
Shares held by joint holders, only one of the joint
shareholders is entitled to vote. If more than
one shareholder votes in relation to jointly held
ATL Shares, only the vote of the shareholder
whose name appears first on the Share Register
will be counted.
Details about the permitted methods of voting are
set out in section 3.4 and in the Notice of Scheme
Meeting contained in Annexure F.
3.4 How to vote
Voting on the Scheme Resolution will be conducted
by way of a poll.
If you are an ATL Voting Shareholder entitled to vote
at the Scheme Meeting, you may vote:
(a) in person or online: by attending the physical
meeting and voting in person or via ATL’s
online meeting platform;
(b) by proxy: by lodging your Proxy Form (in one
of the ways set out in the explanatory notes
in the Notice of Scheme Meeting) so that it is
received by 10.00am on Monday, 18 April 2022;
(c) by attorney: by appointing an attorney to
attend the Scheme Meeting and vote on
your behalf, using a duly executed power
of attorney so that it is received by 10.00am
on Monday, 18 April 2022; or
(d) by corporate representative: in the case of a
body corporate, appointing a body corporate
representative to attend the Scheme Meeting
and vote on your behalf, using a duly executed
certificate of appointment of body corporate
representative which, if attending online, is
received by 10.00am on Monday, 18 April 2022.
Further information on how to vote using each of
these methods is contained in the explanatory
notes of the Notice of Scheme Meeting in
Annexure F.

SECTION 4
Considerations
Relevant to your Vote

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET34
4.1 Reasons to vote in favour of
the Scheme
This section summarises the reasons why the ATL
Directors have determined to unanimously
recommend that ATL Voting Shareholders vote in
favour of the Scheme, in the absence of a Superior
Proposal and provided that the Independent Expert
continues to conclude that the Scheme is in the best
interests of ATL Voting Shareholders.
(a) Unanimous recommendation
The ATL Directors believe that the Scheme is in the
best interests of ATL Voting Shareholders and
unanimously recommend that ATL Voting
Shareholders vote in favour of the Scheme, in the
absence of a Superior Proposal and subject to the
Independent Expert continuing to conclude that the
Scheme is in the best interests of ATL Voting
Shareholders. Subject to these same qualifications,
each ATL Director intends to cause any ATL Shares
in which they have a Relevant Interest to be voted in
favour of the Scheme. As at the Last Practicable
Date, the ATL Directors hold in aggregate a Relevant
Interest in approximately 53.73% of all ATL Shares
on issue.
In arriving at their recommendation, the ATL
Directors have considered the advantages and
disadvantages of the Scheme, including information
contained in the following sections:
•
section 4.1 (reasons to vote in favour of
the Scheme);
•
section 4.2 (potential reasons to vote against
the Scheme);
•
section 4.3 (other key considerations relevant
to voting on the Scheme); and
•
sections 10 and 11 (risk factors and
taxation implications).
(b) The Independent Expert has concluded
that, in the absence of a Superior
Proposal, the Scheme is fair and
reasonable and in the best interests of
ATL Voting Shareholders
The ATL Directors appointed Grant Thornton
Corporate Finance Pty Ltd as the Independent
Expert to prepare an Independent Expert’s Report
providing an opinion as to whether the Scheme is
fair and reasonable and in the best interests of ATL
Voting Shareholders.
The Independent Expert has assessed the fair
market value of ATL Shares on a control basis at
between A$0.709 and A$0.859 per ATL Share and the
fair market value of the Scheme Consideration on a
minority basis at between A$0.753 and A$0.913 per
ATL Share. The Independent Expert’s assessment of
the fair market value of the Scheme Consideration
on a minority basis falls within or above the
Independent Expert’s assessed fair market valuation
range of ATL Shares on a control basis, with the
Scheme Consideration valuation at the low-end
and high-end above the valuation of ATL Shares at
the low-end and high-end. A copy of the
Independent Expert’s Report is included in Annexure
A of this Scheme Booklet. The ATL Directors
encourage you to read the Independent Expert’s
Report in its entirety before making a decision as
to whether to vote in favour or to not vote in favour
of the Scheme.
(c) The Scheme has support from AT L’s
major shareholder group, the Trouchet
Shareholders
As at the date of this Scheme Booklet, the Trouchet
Shareholders together hold 99,412,231 ATL Shares
(representing 53.4% of the ATL Shares on issue). The
Trouchet Shareholders have notified the ATL Board
in writing that they intend to vote all ATL Shares held
by them in favour of the Scheme, in the absence of
a Superior Proposal and subject to the Independent
Expert continuing to conclude that the Scheme is in
the best interests of ATL Voting Shareholders.
The Trouchet Shareholders remain committed to the
long-term value creation opportunities available to
the Merged Group and intend to enter into
voluntary escrow arrangements for 90% of their thl
Consideration Shares for 12 months and 50% for
24 months from the Implementation Date.
The Trouchet Shareholders have consented to
the inclusion of the above statements in this
Scheme Booklet.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET35
(d) The Scheme Consideration represents an
attractive premium to the recent trading
prices of ATL Shares
The Scheme Consideration represents an attractive
premium to the recent trading prices of ATL Shares
and reflects an implied value of:
•
A$0.736 based on the closing price of thl Shares
on 9 December 2021 (being the last trading day
prior to announcement of the Proposed
Transaction) of NZ$2.85 (based on a NZD/AUD
exchange rate of NZ$0.9503 as at that date). This
is a premium of 32.6% over the closing price of ATL
Shares of A$0.555 on the same date;
•
A$0.731 based on the one-month VWAP of thl
Shares for the period from 10 November 2021 to 9
December 2021, of NZ$2.83 (based on a NZD/AUD
exchange rate of NZ$0.9503 as at that date). This
is a premium of 18.9% over the one-month VWAP
of ATL Shares of A$0.615 over the same period;
•
A$0.681 based on the closing price of thl Shares
of NZ$2.70 on 15 February 2022 (being the Last
Practicable Date) (based on a NZD/AUD
exchange rate of NZ$0.9284 as at the Last
Practicable Date). This is a premium of 22.7%
over the closing price of ATL Shares of A$0.555
on 9 December 2021; and
•
$0.696 based on the one-month VWAP of thl
Shares for the period from 16 January 2022 to
15 February 2022 (being the Last Practicable
Date), of NZ$2.76 (based on a NZD/AUD exchange
rate of NZ$0.9284 as at the Last Practicable Date).
This is a premium of 25.0% over the one-month
VWAP of ATL Shares of A$0.56 over the same
period.
However, it is important to note that the implied
value of the Scheme Consideration and the
premium will change with movements in the price
of thl Shares and the NZD:AUD exchange rate.
(e) The Proposed Transaction brings two
highly complementary businesses
together to create a diversified, leading
RV travel company across Australia,
New Zealand, North America, the United
Kingdom and Europe
The Scheme represents an opportunity for ATL
Voting Shareholders to participate in the expected
benefits afforded by the enhanced diversification
and flexibility of the Merged Group, particularly
in the context of the volatile and challenging
trading conditions presented by COVID-19 that
remain ongoing.
The commercial rationale for combining ATL and thl
is underpinned by:
•
increased scale in Australia, New Zealand, North
America and the United Kingdom/Europe;
•
enhanced brand portfolio and geographic
diversification;
•
the Merged Group is expected to be financially
stronger than ATL on a standalone basis; and
•
a due diligence process which identified
synergies expected to deliver a steady state
EBIT uplift of NZ$17m to NZ$19m per annum.
(f) The Proposed Transaction is expected
to create significant cost synergies
not otherwise available to the
standalone entities
Full run-rate synergies identified through the two-
way due diligence process undertaken by both ATL
and thl are estimated at between NZ$17m to NZ$19m
per annum at the EBIT level (or NZ$18m to NZ$20m
per annum on a cash basis). Of these synergies, 69%
and 70% are fixed on an EBIT and cash basis,
respectively, with the majority of the fixed synergies
expected to be realised by the end of FY23. The
phasing of variable cost synergies will depend on
the pace of COVID-19 recovery.
Synergies primarily relate to duplication of
corporate costs and procurement benefits.
The Merged Group may realise additional synergies
that are more difficult to quantify pre-merger
relating to the sharing of operational expertise,
operating efficiencies and marketing expertise.
Examples of some of these potential additional
synergies include:
•
sharing of each organisation’s management
and operational expertise in key businesses;
•
optimising procurement and logistics across the
network which may lower capital and operating
costs due to economies of scale, and improved
purchasing power; and
•
realising marketing synergies through the
expanded branded network and customer
relationships in key businesses.
Total one-off implementation costs are expected to
be between NZ$4.0m and NZ$7.0m with the majority
of these to be incurred by the end of FY23.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET36
(g) The Merged Group is expected to be
financially stronger than ATL on a
standalone basis. The ATL Directors
believe this will likely result in a faster
recovery from COVID-19, improved
ability to weather any ongoing effects
from the pandemic including supply
chain disruptions, and capability
to take advantage of near term
growth opportunities
The combination of increased balance sheet
flexibility to manage the re-fleeting process required
to take advantage of increased demand post-
pandemic with the realisation of merger synergies
will likely enable the Merged Group to more quickly
return to pre-pandemic earnings levels than ATL
would be able to achieve on its own. Given this, the
ATL Directors believe the Merged Group should be in
a position to consider recommencing payment of
dividends more quickly than ATL could on a
standalone basis.
The risk of ongoing travel restrictions, impact on
consumer sentiment and supply chain disruptions
from COVID-19 and their associated impacts on
revenue and liquidity will be easier to manage with
the improved financial strength created by the
merger. The largely fixed nature of the synergies
outlined in section 4.1(f) above enhances both
businesses’ ability to best navigate the recovery
and means that significant value is expected to be
created regardless of the COVID recovery profile as
the value of synergies comprises a relatively larger
proportion of the earnings base of the combined
standalone businesses.
The improved financial strength should enable the
Merged Group to take advantage of growth
opportunities presented in the near term.
(h) The Scheme was considered by ATL
Directors to be more favourable than
ATL remaining as a standalone entity
In considering and recommending the Scheme, the
ATL Directors considered, among other factors:
i. the merits, synergies and strategic rationale of
the Scheme. In particular, the ATL Directors
expect the synergies will be substantial and can
only be accessed as part of the Merged Group;
ii. the outlook, risks and opportunities available to
ATL as a standalone entity and the outlook, risks
and opportunities available to ATL as part of the
Merged Group;
iii. the likelihood, in the ATL Directors’ opinion, of the
Merged Group being in a position to
recommence shareholder dividends sooner
than ATL on a standalone basis;
iv. anticipated improved share trading liquidity for
Scheme Shareholders as part of the larger
Merged Group; and
v. the likelihood of a Superior Proposal for ATL
emerging in the future.
After considering all of the above, the ATL Directors
decided to recommend the Scheme and are of the
view that the Scheme is in the best interests of ATL
Voting Shareholders, in the absence of a Superior
Proposal and provided that the Independent Expert
continues to conclude that the Scheme is in the best
interests of ATL Voting Shareholders.
(i) No Superior Proposal has emerged since
the announcement of the Scheme
The Scheme Implementation Deed prohibits ATL
from soliciting or entertaining a Competing
Proposal, other than in certain circumstances. ATL
may respond to any bona fide approach by a
prospective purchaser where the ATL Directors
determine (acting in good faith and after taking
advice from ATL’s external advisers) that such
approach would lead to a Superior Proposal and
where failure to do so would be reasonably likely to
involve a breach of the duties of the ATL Directors.
ATL would be required to notify thl of its intention to
respond to such approach and provide thl with any
confidential information concerning ATL that it
intended to provide to the prospective purchaser.
As at the date of this Scheme Booklet, neither ATL
nor any of ATL’s advisers are aware of any
Competing Proposal and there are no third-party
discussions underway with ATL (or its advisers) in
relation to a Competing Proposal. ATL will notify ATL
Shareholders if a Superior Proposal is received
before the Second Court Date.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET37
( j) If the Scheme does not proceed, and no
Superior Proposal emerges, the price of
ATL Shares may fall in the near-term
Prior to the announcement of the Scheme on 10
December 2021, the closing price of ATL Shares was
A$0.555 per share.
If the Scheme is not implemented, and in the
absence of a Superior Proposal, the price of ATL
Shares on the ASX may fall, including to a price that
is significantly below the implied value of the
Scheme Consideration of A$0.736 per ATL Share (as
referred to in section 4.1(d) above), and below the
price at which ATL Shares have traded since the
announcement.
(k) The Merged Group will have an
experienced and complementary
board and management team with
extensive experience and proven track
record operating across Australia, New
Zealand, the United Kingdom, Europe
and North America
The Scheme combines two highly experienced and
complementary board and senior management
teams with extensive experience operating within
Australia, New Zealand, the United Kingdom, Europe
and North America.
The leadership team of the Merged Group will be
well positioned to leverage its extensive tourism
knowledge and its in-country experience.
The proposed board of directors of the Merged
Group will comprise ten members, with ATL to
nominate three directors and thl to contribute seven
directors. Luke Trouchet will be one of the ATL
nominated directors and it is intended that he will
assume a newly created role as Executive Director
– M&A and Global Transitions and join the thl Board.
The other ATL Directors to be appointed to the
board of directors of the Merged Group are Sophie
Mitchell, the current independent Chairman of ATL,
and independent non-executive director,
Robert Baker.
This transitional board of directors for the Merged
Group is expected to be in place until the 2022
thl annual meeting, at which point a new board
consisting of no more than eight directors will
be appointed.
More information about the intended composition
of the proposed board of directors for the Merged
Group, and the intentions of the Merged Group
following implementation of the Scheme, is set out
in section 9 of this Scheme Booklet.
(l) thl will apply to be admitted to the official
list of ASX in addition to its existing
NZX listing and, if that application is
successful and the Scheme becomes
Effective, Scheme Shareholders will be
able to trade their thl Consideration
Shares on the ASX and NZX
The Scheme is conditional upon thl receiving
approval from ASX for it to be admitted to the
official list of ASX as an ASX foreign exempt listing
and the quotation of thl Shares on ASX. thl will retain
its primary listing on the NZX and will also use all
reasonable endeavours to ensure that the thl
Consideration Shares will, , on the business day
following the Implementation Date, be able to be
traded on NZX.
If the Scheme becomes Effective, and subject to
thl’s ASX listing application being approved, the thl
Consideration Shares will also be able to be traded
on the ASX on the business day following the
Implementation Date or as soon as reasonably
practicable thereafter.
ATL Voting Shareholders should note that, while the
Scheme is conditional on the admission of thl to ASX
as an ASX foreign exempt listing, that condition may
be waived if agreed to by thl and ATL.
(m) No brokerage will be payable by you for
the transfer of your ATL Shares under the
Scheme
If the Scheme is implemented, Scheme Shareholders
will not incur any brokerage on the transfer of ATL
Shares to thl under the Scheme (except for Foreign
Scheme Shareholders as set out in section 6.6).
For ATL Voting Shareholders, it is possible that such
charges may be incurred if ATL Shares are
transferred other than under the Scheme.
4.2 Potential disadvantages of
the Scheme
The Independent Expert has concluded that the
Scheme is fair and reasonable and in the best
interests of ATL Voting Shareholders, in the absence
of a Superior Proposal. In the absence of a Superior
Proposal and subject to the Independent Expert
continuing to conclude that the Scheme is in the
best interests of ATL Voting Shareholders, the ATL
Directors unanimously recommend that ATL Voting
Shareholders vote in favour of the Scheme. However,
you may hold a different view from, and are not
obliged to follow the recommendation of, the ATL
Directors and may not agree with the Independent
Expert’s conclusion.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET38
(a) You may believe that there is potential
for a Superior Proposal to be made in the
foreseeable future
Since ATL and thl entered into the Scheme
Implementation Deed on 10 December 2021 through
to the date of this Scheme Booklet, no Competing
Proposal has emerged. However, ATL Voting
Shareholders may consider that a Superior Proposal
with a higher consideration for ATL Shares or better
long-term prospects for the ATL business could
emerge in the foreseeable future. The Scheme
becoming Effective and being implemented will
mean that Scheme Shareholders will not receive the
benefit of any such Superior Proposal.
The Scheme Implementation Deed prohibits ATL
from soliciting or entertaining a Competing
Proposal, other than in certain circumstances.
ATL may respond to any bona fide approach by
a prospective purchaser where the ATL Directors
determine (acting in good faith and after taking
advice from ATL’s external advisers) that such
approach would lead to a Superior Proposal and
where failure to do so would be reasonably likely
to involve a breach of the duties of the ATL Directors.
ATL would be required to notify thl of its intention to
respond to such approach and provide thl with any
confidential information concerning ATL that it
intended to provide to the prospective purchaser.
ATL will notify ATL Shareholders if a Superior
Proposal is received before the Second Court Date.
(b) You may disagree with the ATL Directors’
unanimous recommendation or the
Independent Expert’s conclusion
You may disagree with the conclusion of the
Independent Expert, who has determined that the
Scheme is fair and reasonable and in the best
interests of, ATL Voting Shareholders, in the absence
of a Superior Proposal.
Similarly, you may disagree with the unanimous
recommendation of the ATL Directors to vote in
favour of the Scheme, in the absence of a Superior
Proposal and subject to the Independent Expert
continuing to conclude that the Scheme is in the
best interests of ATL Voting Shareholders.
(c) You may wish to maintain your
current investment profile and
exposure to a business with AT L’s
specific characteristics
ATL Voting Shareholders may wish to keep their
ATL Shares and preserve their investment in an
Australian publicly listed company with ATL’s
specific characteristics. The asset composition
and exposure, earnings mix and risk profile of the
two companies are different on a standalone basis.
If the Scheme is implemented and a Scheme
Shareholder receives thl Consideration Shares
under the Scheme, that person’s rights as a
shareholder will no longer be governed by the laws
of Australia, the ASX Listing Rules (except to the
extent to which they may apply to thl as a foreign
exempt listing on ASX) and the ATL Constitution.
Instead, that person’s rights as a holder of thl
Consideration Shares will be governed by the laws
of New Zealand, the NZX Listing Rules, the
Companies Act 1993 (NZ) (Companies Act) and the
thl Constitution. Further details of the rights
attaching to the thl Consideration Shares and the
key material differences between the applicable
company laws, listing rules and other relevant laws
can be found in Annexure G.
Implementation of the Scheme may represent a
disadvantage if you do not want to change your
investment profile. ATL Voting Shareholders should
read this Scheme Booklet carefully to understand
the implications of the Scheme and should seek
investment, legal or other professional advice in
relation to their own circumstances. Further
information about the Merged Group can be found
at section 9 of this Scheme Booklet.
(d) The future value of thl Consideration
Shares after the Scheme is
implemented will move with market
and investor sentiment and as such
is considered uncertain
If the Scheme becomes Effective and is
implemented, Scheme Shareholders (other than
Foreign Scheme Shareholders) will receive thl
Consideration Shares. At this point, the trading value
of thl Consideration Shares will depend on the price
at which thl Shares are trading on NZX (and,
potentially, ASX). The price of thl Shares may rise or
fall both before and after the Implementation Date
depending on market conditions and the financial
and operational performance of thl and, after
Implementation, the Merged Group.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET39
(e) You may be worried about specific risks
associated with thl’s business or the
future value of thl Consideration Shares
after the Scheme is implemented
You should read sections 8 and 9 of this Scheme
Booklet which summarises the business operations
and strategy of thl and the Merged Group,
respectively, to understand what additional
businesses and assets you will be exposed to if
you become a thl Shareholder on implementation
of the Scheme.
Additionally, there are a number of risks specific to
the Merged Group, which are described in further
detail in section 10 of this Scheme Booklet and which
may affect the value of thl Consideration Shares.
ATL Voting Shareholders should consider these
risks before deciding whether to vote in favour
of the Scheme.
(f) The tax consequences of the
Scheme may not suit your current
financial situation
Implementation of the Scheme may trigger different
or adverse tax consequences for certain Scheme
Shareholders. The tax treatment may vary
depending on the nature and characteristics of
each Scheme Shareholder and their specific
circumstances. The tax consequences of the
Scheme may not suit an individual Scheme
Shareholder’s financial position. Scheme
Shareholders should seek financial, tax and
other professional advice as necessary for their
specific circumstances.
You should read the summary of the general
Australian and certain New Zealand tax implications
of the Scheme outlined in section 11 of this Scheme
Booklet, which is general in nature and consult with
your professional tax adviser regarding your
particular circumstances.
(g) The Scheme may be subject to
Scheme Conditions that you
consider unacceptable
In addition to ATL Voting Shareholder approval and
Court approval, the implementation of the Scheme
is subject to a number of other Scheme Conditions.
If the Scheme Conditions are not satisfied or waived
(as applicable), the Scheme will not be implemented
and ATL Voting Shareholders will not receive the
Scheme Consideration.
The Scheme Conditions are summarised in section
5.3 of this Scheme Booklet and are set out in full in
clause 3.1 of the Scheme Implementation Deed. You
may consider those conditions to be unacceptable.
However, you should note that the Scheme will not
be implemented unless those conditions are
satisfied or waived.
4.3 Other key considerations in relation
to voting on the Scheme
ATL Voting Shareholders should also consider the
following additional considerations in determining
how to exercise their vote at the Scheme Meeting:
(a) The Scheme may be implemented even
if you vote against the Scheme or do not
vote at all
Even if you vote against the Scheme or do not vote
at all, the Scheme may still be implemented if it is
approved by the Requisite Majority of ATL Voting
Shareholders and the Court and all of the other
Scheme Conditions are either satisfied or waived.
If this occurs:
i. the Scheme will bind all Scheme Shareholders,
including those who did not vote on the Scheme
Resolution and those who voted against it;
ii. on the Implementation Date, your ATL Shares will
be transferred to thl and you will receive the
Scheme Consideration;
iii. ATL will become a wholly-owned Subsidiary of
thl; and
iv. ATL will be delisted from the ASX.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET40
(b) Break fees
Under the Scheme Implementation Deed, ATL and
thl are each liable to pay the other party a break
fee of A$1,400,000 in certain circumstances. A break
fee is not payable by ATL if the Scheme does not
proceed merely because ATL Voting Shareholders
do not approve the Scheme by the
Requisite Majority.
Refer to section 5.11 of this Scheme Booklet for
additional information on the break fee.
(c) Transaction costs
As at the date of this Scheme Booklet, ATL has
incurred (or expects to incur) costs of approximately
A$2.8 million (excluding GST and disbursements)
in developing the Scheme so that it is capable of
being submitted to ATL Voting Shareholders for
consideration.
(d) Conditionality of the Scheme
Implementation of the Scheme is subject to the
satisfaction or waiver of a number of Scheme
Conditions. If the Scheme Conditions are not
satisfied or waived by their Relevant Dates, the
Scheme will not proceed (in which case ATL Voting
Shareholders will not receive the Scheme
Consideration).
(e) Implications for ATL Voting Shareholders
if the Scheme is not implemented
i. (No Scheme Consideration): If the Scheme is not
implemented, each ATL Voting Shareholder will
retain their ATL Shares and will not receive any
Scheme Consideration.
ii. (Remain listed): If the Scheme is not
implemented, ATL will remain listed on the ASX.
ATL Voting Shareholders will continue to be
exposed to the risks and benefits of owning ATL
Shares.
iii. (Share price drop): If the Scheme is not
implemented, the ATL Share price may trade
below its recent trading prices, although it is not
possible to predict the ATL Share price
movement with any degree of certainty.
(f) Warranties by Scheme Shareholders
under the Scheme
The effect of the Scheme is that all Scheme
Shareholders, including those who vote against the
Scheme and those who do not vote, will be deemed
to have warranted to ATL, both in their own right
and for the benefit of thl, that, as at the
Implementation Date, their ATL Shares are fully paid
and not subject to any of the encumbrances
specified in the Scheme. The terms of the warranties
are set out in clause 8.4(a) of the Scheme. The
Scheme is set out in Annexure D.
You should ensure that these warranties can be
given by you prior to, and remain correct as at, the
Implementation Date.

SECTION 5
Implementation
of the Scheme

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET42
5.1 Introduction
The Scheme is a scheme of arrangement under Part
5.1 of the Corporations Act. A scheme of
arrangement is commonly used to give effect to the
acquisition of one company by another company or
the merger of two or more companies.
The key terms of the Scheme, if approved and
implemented, will involve:
(a) the acquisition by thl, through its wholly-owned
Subsidiary, thl Acquirer, on the Implementation
Date of all ATL Shares; and
(b) the provision of the Scheme Consideration to
Scheme Shareholders who hold ATL Shares at
the Scheme Record Date other than Foreign
Scheme Shareholders (see section 6.6).
This section explains the steps involved in
implementing the Scheme (a copy of which is
contained in Annexure D).
5.2 Steps in implementing the Scheme
(a) Scheme Implementation Deed
On 10 December 2021, ATL, thl and thl Acquirer
entered into the Scheme Implementation Deed
which sets out the rights and obligations of ATL, thl
and thl Acquirer in connection with the
implementation of the Scheme.
A copy of the Scheme Implementation Deed
(excluding annexures) is set out in Annexure C.
Certain key aspects of the Scheme Implementation
Deed are summarised in section 5 of this
Scheme Booklet.
(b) Deed Poll
On Tuesday, 15 February 2022, thl and thl Acquirer
executed the Deed Poll in favour of each Scheme
Shareholder, pursuant to which thl and thl Acquirer
agreed to perform their obligations under Scheme
and to otherwise comply with the Scheme as if thl
and thl Acquirer were parties to the Scheme.
The key obligation of thl under the Scheme is to
provide the Scheme Consideration for the benefit
of Scheme Shareholder subject to satisfaction or
waiver of the Scheme Conditions.
A copy of the Deed Poll is set out in Annexure E.
(c) Scheme Meeting
On Friday, 18 February 2022, the Court ordered that
ATL convene a meeting of ATL Voting Shareholders
to consider and vote on the Scheme. The Court
ordered that the Scheme Meeting be held at
10.00am on Wednesday, 20 April 2022 at Level 29,
Riverside Centre, 123 Eagle Street, Brisbane,
Queensland 4000 and also via AT L’s online meeting
platform at https://meetnow.global/MXDSZKR.
Instructions on how to attend and vote at the
Scheme Meeting are set out in section 3 of this
Scheme Booklet and in the Notice of Scheme
Meeting in Annexure F.
No endorsement by the Court
The fact that under section 411(1) of the Corporations
Act the Court ordered on Friday, 18 February 2022
that a meeting of the ATL Voting Shareholders be
convened by ATL to consider and vote on the
Scheme does not mean that the Court:
•
has formed any view as to the merits of the
proposed Scheme or as to how ATL Voting
Shareholders should vote (on this matter, ATL
Voting Shareholders must reach their own
decision); and
•
has prepared, or is responsible for, the content of
this Scheme Booklet.
Required majority to pass resolutions
For the Scheme to be implemented, it is necessary
that the Requisite Majority of ATL Voting
Shareholders vote in favour of the resolution to
approve the Scheme at the Scheme Meeting.
If the Requisite Majority of ATL Voting Shareholders
approve the Scheme at the Scheme Meeting, the
result of the Scheme Meeting will be announced to
the ASX after conclusion of the Scheme Meeting.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET43
(d) Second Court Hearing
In order to become Effective, the Scheme (with or
without modification) must be approved by an
order of the Court at the Second Court Hearing
in accordance with section 411(4)(b) of the
Corporations Act.
Apply for approval
If the Scheme is approved at the Scheme Meeting
by the Requisite Majority, ATL intends to apply to
the Court for the necessary orders approving
the Scheme.
The Court has an overriding discretion whether or
not to approve the Scheme under section 411(4)(a)(ii)
(A) of the Corporations Act and can, for example,
disregard the Headcount Test. ATL reserves the right
to apply to the Court at the Second Court Hearing
to approve the Scheme even if the Headcount Test
is not satisfied.
If the Scheme is approved at the Scheme Meeting
by the Requisite Majority, but not subsequently
approved by the Court at the Second Court Hearing,
then the Scheme will not proceed.
Opposing the Scheme
Each ATL Shareholder has the right to seek leave to
appear at Court at the Second Court Hearing and
be heard in respect of the Scheme.
The Second Court Hearing is scheduled to be held
10.00am on Thursday, 28 April 2022 in the Supreme
Court of Queensland (Brisbane registry). Information
on attending the Second Court Hearing, including
the scheduled date of the hearing, will be released
on ASX in due course if the Scheme is approved by
ATL Voting Shareholders at the Scheme Meeting.
If you want to object to approval of the Scheme by
the Court at the Second Court Hearing, you must
file with the Court and serve on ATL a notice of
appearance in the prescribed form together with
any affidavit that you propose to rely on at
the hearing.
The notice of appearance and affidavit must be
served on ATL at its address for service at least
one day before the Second Court Hearing. The
postal address for service is c/- Hamilton Locke,
Level 28, 123 Eagle Street, Brisbane, Queensland
4000 and should be copied to
benny.sham@hamiltonlocke.com.au.
It is possible that, because of restrictions imposed in
response to the COVID-19 pandemic, the Second
Court Hearing will be conducted by remote access
technology, including via a dedicated video
conferencing service or telephone conferencing
service. An ATL Shareholder seeking to attend the
Second Court Hearing should review the Court list
(available at www.courts.qld.gov.au/daily-law-lists/
daily-law-lists) for details of the hearing and how
such hearing can be attended. The Court list is
usually available by 6.00pm the day before a
scheduled hearing.
(e) Scheme Record Date
Determination of entitlement to
Scheme Consideration
Scheme Shareholders will be entitled to receive the
Scheme Consideration under the Scheme if they are
registered as holders of ATL Shares on the Scheme
Record Date.
The Scheme Record Date is currently proposed to
be 7.00pm on the second Business Day following the
Effective Date (or such other Business Day as thl and
ATL agree in writing). The Scheme Record Date will
be announced to ASX in due course if the Scheme is
approved by the Requisite Majority of ATL
Voting Shareholders.
In this Scheme Booklet, ATL Shareholders (other than
thl and its Subsidiaries) as at the Scheme Record
Date are referred to as ‘Scheme Shareholders’.
From the Scheme Record Date, the Share Register
will close for transfers and all holding statements for
ATL Shares and entries on the Share Register on the
Scheme Record Date will cease to have any effect
other than as evidence of entitlement to the
Scheme Consideration (other than in respect of the
transfers to thl under the Scheme and any
subsequent transfer by it or its successors in title or
by the thl Entities).

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET44
(f) Effective Date
If the Court approves the Scheme at the Second
Court Hearing, ATL will (pursuant to section 411(10) of
the Corporations Act) lodge with ASIC the office
copy of the Court order approving the Scheme. ATL
intends to lodge the office copy of the Court order
with ASIC on the Effective Date, which is currently
expected to be Friday, 29 April 2022.
If the Scheme Conditions are satisfied or waived,
the Scheme will legally come into effect on the
Effective Date.
If the Scheme has not become Effective or the
relevant Scheme Conditions have not been
satisfied or waived by the End Date (which is
currently 29 April 2022 unless at that time the only
Scheme Conditions that need to be satisfied are
the approval by the ACCC, the Commerce
Commission and FIRB, in which case the End Date
will be 30 June 2022), or such later date as ATL and
thl agree in writing, the Scheme will lapse and be
of no further force or effect.
(g) Implementation Date
The Implementation Date of the Scheme is the date
which is five Business Days after the Scheme Record
Date or such other date as agreed by ATL and thl.
The Implementation Date is currently proposed to
be Tuesday, 10 May 2022.
If the Scheme becomes Effective, on the
Implementation Date:
•
all ATL Shares held by Scheme Shareholders will
be transferred to thl Acquirer without any further
action required by Scheme Shareholders;
•
all Scheme Shareholders (other than Foreign
Scheme Shareholders) will receive the Scheme
Consideration and will have their names entered
on the thl Register as the holder of their thl
Consideration Shares;
•
ATL will enter the name of thl Acquirer in the
Share Register in respect of the ATL Shares; and
•
ATL will become a wholly-owned Subsidiary
of thl.
More information about the provision of the Scheme
Consideration on the Implementation Date is set out
in section 6.3 of this Scheme Booklet. For further
information about the thl Consideration Shares to
be issued to the Scheme Shareholders, refer to
Annexure G.
(h) Suspension and delisting
If the Scheme becomes Effective, ATL will apply to
the ASX to suspend trading on the ASX in ATL Shares
with effect from the close of trading on the
Effective Date.
After the Implementation Date of the Scheme, ATL
will apply to the ASX for termination of the official
quotation of ATL Shares on the ASX and to have
itself removed from the official list of the ASX.
(i) Trading in thl Consideration Shares
thl will apply to be admitted to the official list of the
ASX as an ASX foreign exempt listing and use all
reasonable endeavours to ensure that, subject to
the Scheme becoming Effective, in addition to being
able to be traded on NZX on the business day
following the Implementation Date, trading in the thl
Consideration Shares on ASX commences on the
same date (currently expected to be Wednesday,
11 May 2022) or as soon as reasonably practicable
thereafter.
The exact number of thl Consideration Shares to
be issued to each Scheme Shareholder (other
than Foreign Scheme Shareholders) will not be
known until after the Scheme Record Date and
will not be confirmed to each relevant Scheme
Shareholder until they receive their holding
statements following the Implementation Date.
It is the responsibility of each relevant Scheme
Shareholder to confirm their holdings of thl
Consideration Shares before they trade them, to
avoid the risk of committing to sell more than will
be issued to them.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET45
5.3 Scheme Conditions
The Scheme will not proceed unless all the Scheme Conditions are satisfied or waived (if capable of
being waived) by the Relevant Date in accordance with the Scheme Implementation Deed or Scheme
(as applicable).
The Scheme Conditions are set out in clause 3.1 of the Scheme Implementation Deed and are
summarised in the table below.
NOCONDITION
PARTY ENTITLED
TO BENEFIT OF
CONDITION
Scheme Conditions
1.Regulatory Approvals
Before the Delivery Time on the Second Court Date, ASIC, ASX, NZ Takeovers
Panel and NZX issue or provide such consents, approvals or waivers as
are necessary or which ATL and thl agree are necessary or desirable to
implement the Scheme and such consent, approval or other act has not been
withdrawn or revoked before the Delivery Time on the Second Court Date.
ATL/thl
2.ACCC
Before the Delivery Time on the Second Court Date:
(a)
thl has received notification from the ACCC that:
i. based on the information before it, the ACCC does not propose to
intervene in the Proposed Transaction pursuant to section 50 of the
Competition and Consumer Act 2010 (Cth) (CCA) (whether or not the
notification also states that the ACCC reserves its position if other
material information emerges); or
ii. based on the information provided to the ACCC and the acceptance
by the ACCC of written undertakings (pursuant to section 87B of the
CCA) provided or agreed to be provided to the ACCC, the ACCC does
not propose to intervene in the Proposed Transaction pursuant to
section 50 of the CCA (whether or not the notification also states that
the ACCC reserves its position if other material information emerges);
(b)
the ACCC, or the Australian Competition Tribunal (Tribunal) on review
of an ACCC decision, has granted authorisation of the Proposed
Transaction under Part VII of the CCA either unconditionally or on terms
and conditions that are acceptable to thl and ATL acting reasonably,
and no application to the Federal Court of Australia has been made
for judicial review of the decision of the ACCC or the Tribunal within the
prescribed period; or
(c)
the Federal Court of Australia declares or makes orders that the
Proposed Transaction will not contravene section 50 of the CCA or thl
successfully defends proceedings in the Federal Court of Australia
alleging that the Proposed Transaction contravenes section 50 of the
CCA (and, in either case, the declaration or decision of the Federal Court
of Australia has been finally determined).
ATL/thl

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET46
NOCONDITION
PARTY ENTITLED
TO BENEFIT OF
CONDITION
3.Commerce Commission
Before the Delivery Time on the Second Court Date, thl has received from the
Commerce Commission, either unconditionally or on terms and conditions
that are acceptable to thl and ATL acting reasonably:
(a)
a notice in writing under section 66 of the Commerce Act 1986 (NZ) giving
clearance for the Proposed Transaction and no application to the High
Court of New Zealand under section 91 of the Commerce Act 1986 (NZ)
has been made for review of the decision of the Commerce Commission
within the prescribed period; or
(b)
in response to thl filing an informal notification to the Commerce
Commission, notice that the Commerce Commission has no objection
to, and does not intend to take any action to prevent or oppose, the
Proposed Transaction.
ATL/thl
4.FIRB
Before the Delivery Time on the Second Court Date, either:
(a)
thl has received a written notice under FATA from the Treasurer (or his
delegate) stating that, or to the effect that, the Commonwealth of
Australia does not object to the Proposed Transaction, either without
conditions or on terms that are acceptable to thl and ATL (acting
reasonably); or
(b)
following notice of the Proposed Transaction having been given by thl to
the Treasurer under FATA, the Treasurer ceases to be empowered to make
any order under Part 3 of FATA.
ATL/thl
5.ASX admission
Before the Delivery Time on the Second Court Date, thl has received
approval from ASX for it to be admitted to the official list of ASX as an ASX
foreign exempt listing and the quotation of thl Shares on ASX, subject only
to customary conditions, the Scheme becoming Effective and any other
conditions acceptable to the parties (each acting reasonably).
ATL/thl
6.Other governmental authorities
Before the Delivery Time on the Second Court Date, each other relevant
Governmental Agency other than ASIC, ASX, NZ Takeovers Panel, NZX, ACCC,
Commerce Commission and FIRB (if any) issue or provide such consents,
waivers, approvals which both thl and ATL consider are necessary or
desirable to implement the Scheme (noting that if such consents, waivers
and/or approvals are subject to conditions those conditions must be
acceptable to the parties (each acting reasonably)) and such consent,
approval or other act has not been withdrawn or revoked before the Delivery
Time on the Second Court Date.
ATL/thl
7.No ATL Prescribed Occurrence
No ATL Prescribed Occurrence occurs between the date of the Scheme
Implementation Deed and the Delivery Time on the Second Court Date.
thl
8.No thl Prescribed Occurrence
No thl Prescribed Occurrence occurs between the date of the Scheme
Implementation Deed and the Delivery Time on the Second Court Date.
ATL
9.ATL Warranties
The ATL Warranties being true and correct in all material respects on the date
they are given.
thl

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET47
NOCONDITION
PARTY ENTITLED
TO BENEFIT OF
CONDITION
10.thl Warranties
The thl Warranties being true and correct in all material respects on the date
they are given.
ATL
11.No ATL Material Adverse Change
No ATL Material Adverse Change occurs between the date of the Scheme
Implementation Deed and the Delivery Time on the Second Court Date.
thl
12.No thl Material Adverse Change
No thl Material Adverse Change occurs between the date of the Scheme
Implementation Deed and the Delivery Time on the Second Court Date.
ATL
13.No restraining orders
No judgment, order, decree, statute, law, ordinance, rule of regulation, or
other temporary restraining order, preliminary or permanent injunction,
restraint or prohibition, entered, enacted, promulgated, enforced or issued
by any court or other Governmental Agency of competent jurisdiction in
Australia or New Zealand remains in effect as at the Delivery Time on the
Second Court Date that prohibits, materially restricts, makes illegal or
restrains the completion of the Scheme.
ATL/thl
14.Third party consents – Material Contracts
All consents, approvals or waivers of rights by parties other than ATL under
any Material Contracts which are necessary or desirable in the reasonable
opinion of thl are obtained in a form and subject to conditions acceptable
to thl and ATL (acting reasonably), and such consents, approvals or waivers
have not been withdrawn, cancelled or revoked before the Delivery Time on
the Second Court Date.
thl
15.Trouchet escrow arrangements
Unless it is indicated by the Court when hearing an application for an
order under section 411(1) of the Corporations Act directing ATL to convene
the Scheme Meeting that such arrangements would mean the Trouchet
Shareholders will be a separate class for the purposes of the Scheme, the
entry by the Trouchet Shareholders into arrangements with thl on terms and
conditions acceptable to thl and ATL (acting reasonably) documented in a
deed under which:
(a)
90% of the thl Consideration Shares received by them will be escrowed
for 12 months after the Implementation Date; and
(b)
50% of the thl Consideration Shares received by them on implementation
of the Scheme will be escrowed for 24 months after the Implementation
Date.
thl
16.Independent Expert’s Report
The Independent Expert issues the Independent Expert’s Report, which
concludes that the Scheme is in the best interests of ATL Voting Shareholders
and the Independent Expert does not change, withdraw or qualify its
conclusion in any written update to its Independent Expert’s Report or
withdraw the Independent Expert’s Report prior to the Delivery Time on the
Second Court Date.
ATL/thl

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET48
NOCONDITION
PARTY ENTITLED
TO BENEFIT OF
CONDITION
1 7.Refinancing
The thl Group entering into an agreement with new or existing financiers, and
obtaining all necessary approvals in respect of the entry into that agreement,
to refinance either its existing debt facilities or the debt facilities of all or
part of the Merged Group on and with effect from the Implementation
Date on terms and conditions that are acceptable to thl and ATL (acting
reasonably) (Refinancing Agreement), and all conditions to drawdown under
the Refinancing Agreement (other than the Scheme becoming Effective)
have either been satisfied or waived prior to the Delivery Time on the Second
Court Date or thl and ATL are satisfied (acting reasonably) that any remaining
conditions will be satisfied on or prior to the Implementation Date.
ATL/thl
18.Consent from ATL financiers or refinancing
All consents, approvals, confirmations, agreements or waivers of rights from
any financier of the ATL Group (except as agreed in writing between the
parties or to the extent arrangements with those financiers are addressed
by the terms of the Refinancing Agreement) which are in the opinion of ATL or
thl necessary or desirable in connection with (i) the Proposed Transaction or
(ii) the ongoing funding of the Merged Group following the implementation of
the Proposed Transaction are obtained in a form and subject to conditions
acceptable to thl and ATL, and such consents, approvals, confirmations
or waivers have not been withdrawn, cancelled or revoked nor have any
condition to such consents, approvals, confirmations or waivers become
incapable of being satisfied before the Delivery Time on the Second Court
Date.
ATL/thl
19.Shareholder approval
The Scheme is approved by ATL Voting Shareholders at the Scheme Meeting
by the majorities required under section 411(4)(a)(ii) of the Corporations Act.
ATL/thl
20.Court approval
The Scheme is approved by the Court in accordance with section 411(4)(b)
of the Corporations Act either unconditionally or on conditions that do not
impose unduly onerous obligations upon either party (acting reasonably).
ATL/thl
21.Order lodged with ASIC
An office copy of the Court order approving the Scheme under section 411(4)(b)
of the Corporations Act is lodged with ASIC.
ATL/thl
22.D&O insurance
thl obtaining, before the Delivery Time on the Second Court Date,
confirmation from its insurers that thl’s existing Directors and Officers
insurance policy is extended to include the Scheme.
thl
5.4 Status of Scheme Conditions
As at the Last Practicable Date, all of the Scheme Conditions remain outstanding. An update on the
status of certain Scheme Conditions can be found in sections 9.2 and 12.13 of this Scheme Booklet. As at
the date of this Scheme Booklet, none of ATL or thl are aware of any circumstances which would cause
any Scheme Conditions not to be satisfied.
A statement about the status of all of the Scheme Conditions will be made at the commencement of
the Scheme Meeting.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET49
5.5 If the Scheme does not proceed
If the Scheme does not proceed, ATL Voting Shareholders will continue to hold ATL Shares and will not
receive the Scheme Consideration. In the absence of any Superior Proposal to the Scheme, ATL will
continue as a standalone ASX listed entity. ATL may, in addition to the normal risks it faces, be exposed
to the additional risks as described in section 10.4 of this Scheme Booklet.
ATL will be liable to pay certain transaction costs relating to the Scheme regardless of whether the
Scheme proceeds. If the Scheme is implemented, additional costs will be incurred.
5.6 Exclusivity arrangements and competing proposals
Under the Scheme Implementation Deed, ATL has agreed to certain exclusivity restrictions that are
summarised below. ATL agreed to these exclusivity restrictions with thl after engaging in arms-length
negotiations during the course of the preparation of the Scheme Implementation Deed.
Full details of these restrictions are contained in clause 14 of the Scheme Implementation Deed.
These restrictions apply to ATL during the period commencing on the date of the Scheme
Implementation Deed and ending on the earliest of:
•
the End Date;
•
the Effective Date of the Scheme; and
•
the date the Scheme Implementation Deed is terminated in accordance with its terms.
RESTRICTIONDESCRIPTION
No shopATL must not, directly or indirectly:
(a)
solicit, invite, encourage, continue or initiate any Competing Proposal or any
enquiries, negotiations or discussions with any third party in relation to, or that
may reasonably be expected to encourage or lead to, an actual, proposed or
potential Competing Proposal or which may otherwise lead to the Proposed
Transaction not being completed; or
(b)
solicit, invite, encourage or initiate approaches, enquiries, discussions or
proposals with a view to obtaining any offer, proposal or expression of interest
from any person in relation to, or which may reasonably be expected to lead to,
an actual, proposed or potential Competing Proposal,
or communicate any intention to do any of those things.
No talkATL must not, directly or indirectly:
(a)
negotiate or enter into or participate in negotiations or discussions with any
person; or
(b)
communicate any intention to do any of these things,
(c)
in relation to, or that may reasonably be expected to encourage or lead to,
an actual or potential Competing Proposal or any agreement, understanding
or arrangement that may be reasonably expected to encourage or lead to a
Competing Proposal or which may otherwise lead to the Proposed Transaction
not being completed, even if:
(d)
the Competing Proposal was not directly or indirectly solicited, invited,
encouraged or initiated by ATL or any of its Related Bodies Corporate; or
(e)
that person has publicly announced the Competing Proposal.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET50
RESTRICTIONDESCRIPTION
No due diligenceATL must not, directly or indirectly:
(a)
solicit, invite, initiate, or encourage, or facilitate or permit, any person (other
than thl) to undertake due diligence investigations in respect of ATL, its Related
Bodies Corporate, or any of their businesses and operations, in connection with
such person formulating, developing or finalising, or assisting in the formulation,
development or finalisation of, a Competing Proposal; or
(b)
make available to any person (other than thl) or permit any such person to
receive any non-public information relating to ATL, its Related Bodies Corporate,
or any of their businesses and operations, in connection with such person
formulating, developing or finalising, or assisting in the formulation, development
or finalisation of, a Competing Proposal.
If ATL proposes that any non-public information be provided to a third party, then:
(a)
before ATL provides such information, the third party must enter into
an acceptable confidentiality deed (which must not contain any cost
reimbursement or break fee provisions in favour of the third party); and
(b)
any non-public information provided to that third party must also be
provided to thl (unless the information has already been provided to thl or
its authorised person).
5.7 Fiduciary exception
The “no talk” and “no due diligence” restrictions set out above are subject to a fiduciary exception.
Provided the “no shop” restriction has been complied with, ATL may respond to any genuine Competing
Proposal, provided that:
•
the Competing Proposal is bona fide and is made by on behalf of a person that the ATL Board
considers is of sufficient commercial standing; and
•
the ATL Board, acting in good faith determines:
–where there is a written Competing Proposal, after consultation with its financial advisers, that the
Competing Proposal is a Superior Proposal or the steps which the ATL Board proposes to take may
reasonably be expected to lead to a Competing Proposal which is a Superior Proposal; and
–after receiving written legal advice from ATL’s external legal advisers experienced in transactions
of this nature, that failing to respond to the Competing Proposal would be likely to constitute a
breach of its fiduciary or statutory duties; and
–ATL notifies promptly and in any event within 48 hours thl of each action or inaction by ATL or
the ATL Board.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET51
5.8 Notification and matching right
Under the Scheme Implementation Deed, during
the Exclusivity Period, ATL must promptly notify
thl in writing of:
•
an approach, inquiry or proposal made by
any person to ATL, any of its Related Bodies
Corporate or any of their respective
authorised persons, to initiate any discussions
or negotiations that concern, or that could
reasonably be expected to lead to, a
Competing Proposal; and
•
any request made by any person to ATL, any
of its Related Bodies Corporate or any of their
respective authorised persons, for any
information relating to ATL, its Related Bodies
Corporate, or any of their businesses and
operations, in connection with such person
formulating, developing or finalising, or
assisting in the formulation, development or
finalisation of a Competing Proposal,
(Competing Proposal Notice).
In summary, the Competing Proposal Notice must
be accompanied by material details of the relevant
event and ATL must notify thl in writing as soon as
possible after becoming aware of any material
developments in relation to a Competing Proposal.
ATL must direct each ATL Director not to change/
withdraw its recommendation of the Scheme or
approve or recommend entry into any agreement in
relation to the Competing Proposal until it has
provided thl with the written notice with the relevant
information regarding the Competing Proposal, and
either thl has not announced or provided a Counter
Proposal (which thl has no obligation to do), or thl
has announced a Counter Proposal, before 5
Business Days following receipt of the written notice.
If it is determined in good faith that, in summary:
•
the Counter Proposal would provide an
equivalent or superior outcome to ATL
Shareholders as a whole compared with the
Competing Proposal, then ATL and thl must use
their best endeavours to agree the amendments
to the Scheme Implementation Deed that are
reasonably necessary to reflect the Counter
Proposal and ATL must use its best endeavours
to procure that the ATL Directors recommend the
Counter Proposal to the ATL Shareholders and
not recommend the applicable Competing
Proposal; or
•
the Counter Proposal would not provide an
equivalent or superior outcome to ATL
Shareholders as a whole compared with the
Competing Proposal,
then thl may take steps to amend the Counter
Proposal to address the reasons given by the ATL
Board within a further period of 5 Business Days and
if thl does so to ATL’s satisfaction then the Counter
Proposal procedures in the Scheme Implementation
Deed will apply to treat the new proposal as a
Counter Proposal.
The procedural steps to be followed in relation to
ATL’s response to a Competing Proposal and thl’s
right to respond are set out in clauses 14.7 and 14.8 of
the Scheme Implementation Deed.
5.9 Termination of the Scheme
Implementation Deed
The circumstances in which the Scheme
Implementation Deed can be terminated are set
out in full in clause 12 of the Scheme
Implementation Deed.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET52
Below is a summary of the termination rights of the parties under the Scheme Implementation Deed:
CAUSE FOR
TERMINATIONDESCRIPTION OF TERMINATION RIGHT
Termination for
material breach
(a)
thl or ATL may, by notice in writing to the other, terminate the Scheme
Implementation Deed at any time prior to the Second Court Date:
i. if the other party is in material breach of any of its material obligations (other
than the breaching of a party’s respective representations and warranties)
and the other party has failed to remedy that breach within 10 Business Days
(or the Delivery Time on the Second Court Date if earlier) of receipt by it of a
notice in writing from the terminating party setting out details of the relevant
circumstance and requesting the other party to remedy the breach;
ii. in accordance with clause 3.8 of the Scheme Implementation Deed as a
result of Scheme Conditions not being fulfilled or waived (if capable of
waiver);
iii. if the Court refuses to make any order directing ATL to convene the Scheme
Meeting, provided that both ATL and thl have met and consulted in good
faith and either party does not wish to proceed with the Scheme; or
iv. if the Effective Date for the Scheme has not occurred on or before the
End Date.
(b)
ATL may, by notice in writing to thl, terminate the Scheme Implementation Deed
at any time prior to the Delivery Time on the Second Court Date if at any time
before then each of that number of ATL Directors as constitutes a majority of the
ATL Board publicly recommend a Superior Proposal; and
(c)
thl may, by notice in writing to ATL, terminate the deed at any time prior to
the Delivery Time on the Second Court Date if at any time before then any ATL
Director:
i. does not recommend the Scheme in the manner contemplated by the
Scheme Implementation Deed;
ii. withdraws or adversely revises or adversely modifies the ATL Director’s
recommendation of the Scheme (other than the qualifications expressly
permitted by clause 5.1 of the Scheme Implementation Deed); or
iii. makes a public statement indicating that the ATL Director recommends,
endorses or supports a Competing Proposal,
other than as a result of the circumstances described in clause 5.2 of the Scheme
Implementation Deed, which will not extend to any ATL Director adversely revising or
adversely modifying the ATL Director’s recommendation of the Proposed Transaction
as a result of, or making a public statement indicating that they recommend,
endorse or support, a Competing Proposal.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET53
Termination
for breach of
representations
and warranties
(a)
thl may, by notice in writing to ATL, terminate the Scheme Implementation Deed
at any time prior to the Delivery Time on the Second Court Date if:
i. ATL is in material breach of an ATL Warranty; or
ii. ATL is in breach of the ATL Warranty in clause 9.4(h) of the Scheme
Implementation Deed,
and ATL has failed to remedy that breach within 10 Business Days (or the Delivery
Time on the Second Court Date if earlier) of receipt by it of a notice in writing from thl
setting out details of the relevant circumstance and requesting ATL to remedy the
breach.
(b)
ATL may, by notice in writing to thl, terminate the Scheme Implementation Deed
at any time prior to the Delivery Time on the Second Court Date if:
i. thl is in material breach of a thl Warranty; or
ii. thl is in breach of the thl Warranty in clause 9.1(r) of the Scheme
Implementation Deed,
and thl has failed to remedy that breach within 10 Business Days (or the Delivery
Time on the Second Court Date if earlier) of receipt by it of a notice in writing from
ATL setting out details of the relevant circumstance and requesting thl to remedy
the breach.
5.10 Effect of termination
In the event of termination under the Scheme Implementation Deed, the Scheme Implementation
Deed will become void and have no effect, except for the surviving provisions, which include clauses
9.8 (Survival of representations), 9.9 (Survival of indemnities), 12 (Termination), 13 (Break Fees) and 17.3 to 17.15
(inclusive) of the Scheme Implementation Deed. Termination of the Scheme Implementation Deed does
not affect any accrued rights of a party in respect of a breach of the Scheme Implementation Deed
prior to termination.
5.11 Break fees
Under the Scheme Implementation Deed, ATL and thl are each liable to pay the other party a break
fee of A$1,400,000 in certain circumstances. A break fee is not payable by ATL if the Scheme does not
proceed merely because ATL Voting Shareholders do not approve the Scheme by the Requisite Majority.
Clause 13 of the Scheme Implementation Deed sets out additional information on the break fee.
ATL will have to pay thl the break fee in circumstances where, in summary:
•
a Competing Proposal is publicly announced between 10 December 2021 and the End Date, and
within 12 months of the public announcement of the Competing Proposal is either completed or the
proponent of that Competing Proposal acquires an economic interest in or voting power of at least
50% of ATL Shares and the Competing Proposal is, or becomes, free of any defeating conditions;
•
a Competing Proposal is executed;
•
there has been a change, adverse modification or withdrawal of recommendation by any of the
ATL Directors in relation to the Scheme or any ATL Director does not recommend the Scheme or makes
any public statement to that effect, other than as permitted under the Scheme Implementation
Deed as a result of:
–a conflict of interests by an ATL Director, which will not extend to any actions taken in respect of
a Competing Proposal;
–the Independent Expert opining that the Scheme is not in the best interests of ATL Voting
Shareholders other than where the reason for that opinion is a Superior Proposal; or
–in circumstances where ATL is entitled to terminate the Scheme Implementation Deed due to
a material breach by thl of the Scheme Implementation Deed (including in respect of the thl
Warranties); or

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET54
•
thl terminates the Scheme Implementation
Deed due to a material breach by ATL of the
Scheme Implementation Deed (including in
respect of the ATL Warranties).
thl will have to pay ATL the break free in
circumstances where, in summary:
•
ATL terminates the Scheme Implementation
Deed due to a material breach by thl of the
Scheme Implementation Deed (including in
respect of the thl Warranties); or
•
the Scheme becomes Effective but thl does not
provide the Scheme Consideration in
accordance with the terms of the Scheme
Implementation Deed (without limiting any rights
or obligations of thl and thl Acquirer under the
Deed Poll).
5.12 Warranties in Scheme
Implementation Deed
Under the Scheme Implementation Deed, ATL and
thl each provide a range of representations and
warranties to the other in relation to their respective
organisations and operations as well as their
provision of information to the other in the context
of the Proposed Transaction. Clause 9 of the Scheme
Implementation Deed contains these warranties
and representations.
5.13 Warranties by Scheme Shareholders
under the Scheme
The effect of the Scheme is that each Scheme
Shareholder, including those who vote against the
Scheme and those who do not vote, will be deemed
to have warranted to thl and thl Acquirer (and to
have authorised ATL to warrant to thl and thl
Acquirer as agent and attorney for the Scheme
Shareholder) that, as at the Implementation Date:
•
all of its ATL Shares which are transferred to thl
Acquirer under the Scheme:
–including any rights and entitlements
attaching to those ATL Shares, will, at the time
of transfer, be free from all mortgages,
charges, liens, encumbrances, pledges,
security interests (including any “security
interests” within the meaning of section 12 of
the Personal Property Securities Act 2009
(Cth)) and interests of third parties of any kind,
whether legal or otherwise, and restrictions
on transfer of any kind; and
–are fully paid;
•
it has full power and capacity to sell and to
transfer their ATL Shares (including any rights
attaching to those shares) to thl Acquirer under
the Scheme; and
•
it has no existing right to be issued any ATL
Shares, options exercisable into ATL Shares, ATL
convertible notes or any other ATL securities.
The terms of the warranties are set out in clause
8.4(a) of the Scheme. The Scheme is set out in
Annexure D.

SECTION 6
Scheme Consideration

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET56
This section provides information regarding the
Scheme Consideration which is relevant for ATL
Voting Shareholders.
6.1 Overview
Under the Scheme, all Scheme Shareholders will be
issued 1 thl Consideration Share in exchange for
every 3.680818 ATL Shares held on the Scheme
Record Date, except as set out in section 6.6.
6.2 Value considerations
The Scheme Consideration represents an attractive
premium to the recent trading prices of ATL Shares
and reflects an implied value of:
•
A$0.736 based on the closing price of thl Shares
on 9 December 2021 (being the last trading day
prior to announcement of the Proposed
Transaction) of NZ$2.85 (based on a NZD/AUD
exchange rate of NZ$0.9503 as at that date). This
is a premium of 32.6% over the closing price of ATL
Shares of A$0.555 on the same date;
•
A$0.731 based on the one-month VWAP of thl
Shares for the period from 10 November 2021 to 9
December 2021, of NZ$2.83 (based on a NZD/AUD
exchange rate of NZ$0.9503 as at that date). This
is a premium of 18.9% over the one-month VWAP
of ATL Shares of A$0.615 over the same period;
•
A$0.681 based on the closing price of thl Shares
of NZ$2.70 on 15 February 2022 (being the Last
Practicable Date) (based on a NZD/AUD
exchange rate of NZ$0.9284 as at the Last
Practicable Date). This is a premium of 22.7%
over the closing price of ATL Shares of A$0.555
on 9 December 2021; and
•
A$0.696 based on the one-month VWAP of thl
Shares for the period from 16 January 2022 to
15 February 2022 (being the Last Practicable
Date), of NZ$2.76 (based on a NZD/AUD exchange
rate of NZ$0.9284 as at the Last Practicable Date).
This is a premium of 25.0% over the one-month
VWAP of ATL Shares of A$0.56 over the same
period.
The Scheme Consideration takes into consideration:
(a) the relative market capitalisations of the
two businesses;
(b) the expected synergy realisation available to
the Merged Group and how this is generated;
(c) the relative NTA contribution to the Merged
Group and the different funding structures;
(d) the relative historical earnings contribution to
the Merged Group; and
(e) the level at which the Trouchet Shareholders as
53.4% shareholders of ATL would be supportive
of the transaction.
6.3 Entitlement to Scheme Consideration
Scheme Shareholders, being ATL Shareholders
(other than thl Entities) whose names appear on the
Share Register as at the Scheme Record Date, will
be entitled to receive the Scheme Consideration
under the Scheme, except as set out in section 6.6.
The formula to be applied with respect to the thl
Shares to be issued as Scheme Consideration is set
out in the Scheme in Annexure D (being 1 thl
Consideration Share in exchange for every 3.680818
ATL Shares held by Scheme Shareholders on the
Scheme Record Date). The formula was agreed
through negotiations between ATL and thl.
Dealings on or prior to the Scheme Record Date
For the purpose of establishing the persons who are
entitled to participate in the Scheme, dealings in ATL
Shares will only be recognised if:
(a) in the case of dealings of the type to be
effected using CHESS, the transferee is
registered in the Share Register as the holder of
the relevant ATL Shares on or before the
Scheme Record Date; and
(b) in all other cases, registrable transmission
applications or transfers in respect of those
dealings are received on or before the Scheme
Record Date.
ATL will not accept for registration or recognise any
transfer or transmission application received after
such times or received before such times but not in
registrable or actionable form.

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET57
Dealings after the Scheme Record Date
For the purpose of determining entitlements to
Scheme Consideration, ATL will maintain the
Share Register in accordance with the terms of
the Scheme and the Share Register in this form
will solely determine entitlements to the
Scheme Consideration.
As from the Scheme Record Date, each entry
current on the Share Register will cease to have
effect except in respect of thl and its Subsidiaries
and as evidence of entitlement to the Scheme
Consideration in respect of the ATL Shares
relating to that entry.
All statements of holding for ATL Shares will cease to
have effect from the Scheme Record Date as
documents of title in respect of those shares.
6.4 Provision of the Scheme
Consideration
thl has entered into the Deed Poll under which thl
covenants in favour of Scheme Shareholders to
provide the Scheme Consideration in accordance
with the Scheme.
If the Scheme becomes Effective, thl must issue the
thl Consideration Shares to each Scheme
Shareholder entitled to receive thl Consideration
Shares under the Scheme and enter their name in
thl’s register of members as the holder of those thl
Consideration Shares on the Implementation Date.
6.5 Fractional entitlements
Any entitlements to a fraction of a thl Consideration
Share arising under the calculation of Scheme
Consideration will be rounded to the nearest thl
Consideration Share (and if the fractional
entitlement would include one-half of a thl
Consideration Shares, the entitlement will be
rounded up).
6.6 Foreign Scheme Shareholders
Foreign Scheme Shareholders will participate in the
Scheme on the same basis as all other Scheme
Shareholders. However, Foreign Scheme
Shareholders will not receive the thl Consideration
Shares to which they would otherwise be entitled
under the Scheme. Instead, their thl Consideration
Shares will be issued to a nominee of thl who will sell
them on the NZX as soon as reasonably practicable
and in any event no more than 15 Business Days
after the Implementation Date, at such as price as
the nominee determines in good faith.
thl’s nominee will then remit the net proceeds of the
sale received (after deducting any applicable
brokerage fees and other costs, taxes and charges)
to thl, and thl will then remit to each Foreign Scheme
Shareholder an amount equal to the proportion of
the net proceeds of sale received by thl to which
that Foreign Scheme Shareholder is entitled, in
satisfaction of their entitlement to the
Scheme Consideration.
No assurances are or will be given to Foreign
Scheme Shareholders as to the price that will be
achieved for the sale of thl Consideration Shares
and the sale of the thl Consideration Shares will be
at the risk of the Foreign Scheme Shareholders.
Full details of this process are contained in clause
5.2 of the Scheme (which is set out in Annexure D).
6.7 Tax consequences
A summary of the general Australian and certain
New Zealand tax implications for Scheme
Shareholders is set out in section 11 of this Scheme
Booklet. This summary is not intended to provide
specific tax advice in respect of the individual
circumstances of any Scheme Shareholders, who
should obtain their own independent professional
tax advice.

5858
SECTION 7
Information about ATL

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET59
7.1 Responsibility for information
The information set out in this section was prepared
by ATL. ATL is responsible for the information
contained in this section.
7.2 Group overview
ATL is a multi-national, vertically integrated
manufacturer, rental fleet operator, wholesaler and
retailer of a broad range of RVs including
motorhomes, campervans and caravans. Operating
since 1985 through its predecessor entities, it owns a
significant fleet of RVs in each of Australia, New
Zealand and Canada, and has been growing its
operations in the United Kingdom and Europe after
entering that jurisdiction in 2018.
At 30 June 2021, ATL managed an RV rental fleet of
approximately 2,700 across a range of brands,
illustrated on the following pages.

Europe & UK
300
Rental Fleet
1
Rv Rentals
New and Ex
Rental RV Sales
Australia
1,100
Rental Fleet
1
Rv Rentals
New and Ex
Rental RV Sales
Manufacturing
1 Rental fleet sizes represent fleet sizes as at 30 June 2021.
2 North American fleet numbers represent CanaDream’s fleet only, as the USA business is in hibernation.
APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET60

New Zealand
700
Rental Fleet
1
Rv Rentals
New and Ex
Rental RV Sales
North America
2
600
Rental Fleet
1
Rv Rentals
New and Ex
Rental RV Sales
61APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET

APOLLO TOURISM & LEISURE LTD SCHEME BOOKLET62
HISTORY OF APOLLO
Founded in 1985 by Trouchet family
2017 – 2018
STRONG ACQUISITION GROWTH PHASE
2001
Luke Trouchet
and Karl Trouchet
appointed as
CEO and CFO
respectively
2005
Brisbane factory
opens, manufacturing
Apollo-owned TALVOR RVs
2008
First United
States branch
opens
2013
Exclusive importer
and distributor
license of Adria
RVs in Australia
2015
Brisbane Retail
Dealership opens
2016
Lists on
the ASX
2017
Acquisition
of remaining
interests in
CanaDream
2018
Acquisition of
George Day
Caravans in
Australia
2020
Hibernation of United
States operations in
response to COVID-19
1988
Brisbane
head o‘ice
established
2003
First New Zealand
branches open
2006
Hippie Camper
brand
launches
2009
Shareholding in
CanaDream in
Canada purchased
2014
Exclusive domestic license
to manufacture or import
and distribute Winnebago
RVs in Australia
2016
Sydney and
Melbourne
Retail
Dealerships
open
2017
Acquisition of
Kratzmann Caravans
and Sydney RV in
Australia
2018
Acquisition of
CamperCo in
the United
Kingdom
2019
Acquisition of Coromal
and Windsor brands
and other assets from
Fleetwood in Australia
2021
Brisbane RV
Service & Repair
Centre opens
Note: This graphic provides an overview of ATL’s history from commencement of operations in 1985 through
its predecessor entities to the date of this Scheme Booklet. ATL was incorporated on 8 September 2016 to
implement the initial public o€ering of ATL Shares and admission to the o€icial list of ASX.