Release of Replacement Scheme Booklet

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





26 October 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:

Cathy Quinn
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 commercial provider of RVs for rent and sale in
Australia and New Zealand, and the second largest in North America. In the USA, we own Road Bear RV Rentals & Sales and El
Monte RV Rentals & Sales, and in the United Kingdom, we own Just go Motorhomes. Within New Zealand, we own Kiwi Experience
and operate the Discover Waitomo group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The
Legendary Black Water Rafting Co.
thl also owns Action Manufacturing, a leading motorhome and specialist vehicle manufacturer
in New Zealand.

---

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




26 October 2022

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

RELEASE OF REPLACEMENT SCHEME BOOKLET

thl advises that the Supreme Court of Queensland has today approved for release a Replacement Scheme
Booklet in relation to the proposed merger of
thl and Apollo Tourism & Leisure Ltd (ATL) by way of
scheme of arrangement (
Scheme). A copy of the Replacement Scheme Booklet provided by ATL to its
shareholders is included with this announcement and
thl recommends shareholders to read the
Replacement Scheme Booklet in full for information relating to the Scheme, including a revised Scheme
timeline.

Increase in quantum of expected synergies

As noted in section 9.2 of the Replacement Scheme Booklet, following an updated analysis of the
expected synergies relating to the merger, these synergies are now expected to deliver a steady-state
EBIT uplift of NZ$23–24m (or a steady-state pre-tax cash synergy of NZ$27–31m) on an annually
recurring basis. This compares to earlier expectations set out in the Scheme Booklet released in February
2022 of a steady-state EBIT uplift of NZ$17 – 19m (or a steady-state pre-tax cash synergy of NZ$18 –
20m) on an annually recurring basis. The increased synergy expectations relate primarily to:
• the impact of inflation on the costs identified as synergies;
• the identification of a larger quantum of corporate overhead synergies compared to earlier
expectations; and
• the devaluation of the New Zealand Dollar.
Additionally, the pre-tax cash synergy range now includes an annually recurring interest saving synergy
that was not previously quantified. The above estimates do not include any potential synergies relating to
the North American or United Kingdom/Europe businesses.

Further detail on expected synergies is available in section 9.2 of the Replacement Scheme Booklet.

Updated Independent Expert’s Report and ATL Director recommendation

The Replacement Scheme Booklet includes a replacement independent expert’s report prepared by
Grant Thornton Finance Pty Ltd, who has concluded that the Scheme is fair and reasonable and in the
best interests of ATL shareholders, in the absence of a superior proposal.

The Supreme Court of Queensland has also ordered that the postponed meeting of ATL’s shareholders be
held on Friday, 11 November 2022, at which ATL shareholder approval for the Scheme will be sought. As
noted in section 1.6 of the Replacement Scheme Booklet, the ATL directors have stated that they
consider the Scheme to be in the best interests of ATL shareholders and have recommended that
shareholders vote in favour of the Scheme, in each case in the absence of a superior proposal (as defined

in the Replacement Scheme Booklet) and subject to the independent expert continuing to conclude that
the Scheme is in the best interests of ATL shareholders.

Revised timeline for Scheme

Subject to all conditions being satisfied (including requisite approval from ATL shareholders), it is
currently expected that the Scheme will be implemented on 30 November 2022, being the date that the
new ordinary shares in
thl will be issued to ATL shareholders. A detailed revised timeline is available on
page 6 of the Replacement Scheme Booklet.

Cleansing notice

Also provided with this announcement is a cleansing notice dated 26 October 2022 provided under
subclause 20(1)(a) of Schedule 8 of the Financial Markets Conduct Regulations 2014.

References to ATL shareholders in this announcement excludes thl as a shareholder of ATL.

ENDS

Authorised by:

Cathy Quinn
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 commercial provider of RVs for rent and sale in
Australia and New Zealand, and the second largest in North America. In the USA, we own Road Bear RV Rentals & Sales and El
Monte RV Rentals & Sales, and in the United Kingdom, we own Just go Motorhomes. Within New Zealand, we own Kiwi Experience
and operate the Discover Waitomo group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The
Legendary Black Water Rafting Co.
thl also owns Action Manufacturing, a leading motorhome and specialist vehicle manufacturer
in New Zealand.

---

Replacement
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 thl 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 Replacement
Scheme Booklet, please consult your legal, financial, taxation
or other professional adviser. If, after reading this Replacement
Scheme Booklet, you have any questions, please call the ATL
Shareholder Information Line on 1300 158 729 (within Australia)
or +61 2 9066 4059 (outside Australia) Monday to Friday between
8.30am and 5.30pm (AEDT).
Proxy forms which accompanied the Original Scheme Booklet
are no longer valid. If you have previously lodged a proxy form,
to ensure that your vote is counted you must lodge a new Proxy
Form and submit it by 12.00pm (Brisbane time) on Wednesday,

9 November 2022. Proxies can be lodged online by visiting
www.investorvote.com.au.
Please disregard this Replacement 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 REPLACEMENT SCHEME BOOKLET1
Important Notices
Nature of this booklet
This Replacement Scheme Booklet is important.
ATL Voting Shareholders should carefully read this
Replacement Scheme Booklet in its entirety before
making a decision on how to vote on the Scheme.
This Replacement Scheme Booklet replaces the
Original Scheme Booklet.
The purpose of this Replacement 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
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; and
•
provide information to ATL Voting Shareholders
about matters which arose after the date of the
Original Scheme Booklet on 21 February 2022,
including:
–changes to the Scheme, including the
Scheme Consideration and the addition of
the Divestment Condition;
–updates to the Scheme Conditions, including
in relation to the status of the ACCC and the
Commerce Commission merger clearance
applications; and
–the divestment of certain assets by the ATL
Group to Jucy under the Asset Divestment;
and
•
provide ATL Voting Shareholders with details of
the postponed Scheme Meeting, at which ATL
Voting Shareholders will have the opportunity to
vote on the Scheme Resolution.
This document includes the explanatory statement
required by section 412(1) of the Corporations Act in
relation to the Scheme.
This Replacement 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
Replacement 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 Replacement 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 Replacement 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 Replacement
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 Replacement
Independent Expert’s Report. The Replacement
Independent Expert’s Report is set out in Annexure A.
The Investigating Accountant, BDO Audit Pty Ltd, has
prepared the Replacement 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 Replacement Independent
Limited Assurance Report. The Replacement
Independent Limited Assurance Report is contained
in Annexure B.
Regulatory information and role of ASIC
and ASX
The Original Scheme Booklet was the explanatory
statement for the scheme of arrangement between
ATL and the Scheme Shareholders for the purposes
of section 412(1) of the Corporations Act. It was
provided to ASIC in accordance with section 411(2) of
the Corporations Act and was then registered by
ASIC under section 412(6) of the Corporations Act
before being sent to ATL Voting Shareholders on or
about 24 February 2022.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET2
This Replacement Scheme Booklet has been
prepared to update the Original Scheme Booklet
and has been provided to ASIC, ASX and ATL Voting
Shareholders.
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 Replacement Scheme Booklet as Annexure C.
The Scheme is different from the form included as
Annexure C to the Original Scheme Booklet.
A draft of this Replacement 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 Replacement Scheme
Booklet.
A draft of this Replacement 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 Replacement Scheme Booklet.
Forward looking statements
This Replacement 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 Replacement
Scheme Booklet reflect views only as at the date of
this Replacement 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
Replacement 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 Replacement 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 Replacement
Scheme Booklet with their consent, or otherwise
involved in the preparation of this Replacement
Scheme Booklet, gives any representation,
assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking
statements in this Replacement 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 Replacement
Scheme Booklet reflect views held only as at the
date of this Replacement 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
Replacement 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 Replacement
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

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET3
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 Replacement 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
Replacement 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 Replacement 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.
This Replacement Scheme Booklet has been
prepared in accordance with Australian law and the
information contained in this Replacement Scheme
Booklet may not be the same as that which would
have been disclosed if this Replacement 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 Replacement 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 Replacement 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 Replacement
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 Replacement 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 Replacement 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 Replacement 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.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET4
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
this Replacement 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 Replacement Scheme Booklet.
The order of
the Court that the Scheme Meeting be
c
onvened is not, and should not be treated as, an
endorsement by the Court of, or any other
ex
pression of opinion by the Court on, the Scheme.
Notice of Postponed Scheme Meeting
A
Notice of Postponed Scheme Meeting is set out in
Annexure E, which provides ATL Voting Shareholders
with details of the Scheme Meeting (previously
p
ost poned by order of the Court on 14 April 2022) at
which ATL Voting Shareholders will have the
opportunity to vote on the Scheme Resolution.
Notice of Second Court Hearing
At
the Second Court Hearing, the Court will consider
w
hether t o 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 9.00am (Brisbane time) on Friday,
1
8 November 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 t o oppose
approval of the Scheme at the Second Court
Hearing may do so by filing w
ith the Court and
s
erving 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 befo re 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.
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 (Brisbane time) 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, subject to the
Divestment Condition being satisfied, 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 Replacement
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.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET5
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.
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 Replacement Scheme Booklet and ATL Voting
Shareholders should not rely on any such content.
Defined terms
Capitalised terms used in this Replacement Scheme
Booklet (other than in the Annexures which
accompany this Replacement Scheme Booklet) are
defined in the Glossary in section 13 of this
Replacement Scheme Booklet or otherwise in
the sections in which they are used.
Section 13 of this Replacement Scheme Booklet also
sets out rules of interpretation which apply to this
Replacement Scheme Booklet.
Financial amounts
All financial amounts in this Replacement Scheme
Booklet in relation to ATL are expressed in Australian
currency, unless otherwise stated. All financial
amounts in this Replacement 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 Replacement 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
Replacement 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 Replacement Scheme
Booklet due to the effect of rounding.
Time
A reference to time in this Replacement Scheme
Booklet is a reference to the time in Brisbane,
Australia, unless otherwise indicated.
Date of this Replacement Scheme
Booklet
This Replacement Scheme Booklet is dated
26 October 2022.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET6
Key dates and times
EVENTDAT E
Date of the Original Scheme Booklet Monday, 21 February 2022
Date of this Replacement Scheme BookletWednesday, 26 October 2022
Deadline for receipt by the Share Registry of Proxy Forms, powers
of attorney or appointments of corporate representatives for the
Scheme Meeting
12.00pm (Brisbane time) on
Wednesday, 9 November 2022
Time and date for determining eligibility to vote at the Scheme
Meeting (Voting Entitlement Time)
7.00pm (AEDT) on Wednesday,
9 November 2022
Scheme Meeting12.00pm (Brisbane time) on Friday,
11 November 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
9.
00am (Brisbane time) on Friday,
18 November 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
Monday, 21 November 2022
Suspension of trading of ATL Shares on ASX4.00pm (AEDT) on Monday,
21 November 2022
Scheme Record Date: Time and date for determining entitlements to
the Scheme Consideration
7.00pm (AEDT) on Wednesday,
23 November 2022
Completion of the Asset Divestment and satisfaction of the
Divestment Condition
Wednesday, 30 November 2022
and in any event prior to Scheme
implementation
Implementation Date: Issue of Scheme Consideration to Scheme
Shareholders
Wednesday, 30 November 2022
Commencement of trading of thl Consideration Shares on the NZX
on a normal settlement basis
Thursday, 1 December 2022
Admission of thl to the official list of ASX as a foreign exempt listing Thursday, 1 December 2022
Commencement of trading of thl Consideration Shares on the ASX
on a normal settlement basis
Thursday, 1 December 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 REPLACEMENT SCHEME BOOKLET7
What you should do
Step 1: Read this Replacement 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 Replacement Scheme Booklet
in its entirety, including the Replacement
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 Replacement Scheme Booklet, please
consult your legal, financial, tax or other
professional adviser. If you have any additional
questions about the Scheme or the Replacement
Scheme Booklet, please contact the ATL Shareholder
Information Line on 1300 158 729 (within Australia) or
+61 2 9066 4059 (outside Australia) on Monday to
Friday between 8.30am and 5.30pm (AEDT).
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 (AEDT) on Wednesday, 9 November
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 on the Scheme Resolution at the Scheme
Meeting.
Proxy forms which accompanied the Original
Scheme Booklet are no longer valid. If you have
previously lodged a proxy form, to ensure that your
vote is counted you must lodge a new Proxy Form
and submit it by 12.00pm (Brisbane time) on
Wednesday, 9 November 2022. Proxies can be
lodged online by visiting www.investorvote.com.au.
The Scheme Meeting will be a hybrid meeting
facilitating in person and online participation.
On 14 April 2022, the Court ordered the
postponement of the Scheme Meeting originally
scheduled for 10.00 am (Brisbane time) on
Wednesday, 20 April 2022. Pursuant to an order of
the Court made on 26 October 2022, the postponed
Scheme Meeting will be held at 12.00pm (Brisbane
time) on Friday, 11 November 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 Postponed Scheme Meeting in
Annexure E. 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.
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. ATL Voting
Shareholders who are feeling unwell should not
attend in person.
You should note that the Scheme is subject to the
Scheme Conditions and the Divestment Condition,
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
Postponed Scheme Meeting at Annexure E for a
summary of voting procedures for the
Scheme Meeting.

APOLLO TOURISM & LEISURE LTD REPLACEMENT 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 trading prices of ATL Shares prior
to the announcement of the Scheme.
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, the Scheme becomes Effective and the Divestment Condition is satisfied,
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 Replacement
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
You may disagree with the Asset Divestment.
û
The tax consequences of the Scheme may not suit your current financial situation.
û
The Scheme may be subject to 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 Replacement
Scheme Booklet.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET9
Contents
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 15
1. OVERVIEW OF THE SCHEME 16
1.1 Background 17
1.2 What will you receive? 17
1.3 Scheme Conditions 17
1.4 Divestment Condition as a condition
subsequent to the Scheme 18
1.5 What is the Independent Expert’s
conclusion? 18
1.6 What do the ATL Directors recommend? 18
1.7 Effect of the Scheme 18
1.8 Steps for implementing the Scheme 18
1.9 Entitlement to vote 19
1.10 When will the Scheme Meeting be held? 19
1.11 Exclusivity arrangements 19
1.12 Tax considerations 19
1.13 Existing Scheme Shareholder instructions 19
1.14 What is the current status of the Scheme
and next steps? 19
1.15 How to obtain further information 19
2. FREQUENTLY ASKED QUESTIONS 20
3. HOW TO VOTE 35
3.1 What you should do 36
3.2 Scheme Meeting 36
3.3 Entitlement to vote 36
3.4 How to vote 36
4. CONSIDERATIONS RELEVANT TO YOUR VOTE 37
4.1 Reasons to vote in favour of the Scheme 38
4.2 Potential disadvantages of the Scheme 43
4.3 Other key considerations in relation to
voting on the Scheme 45
5. IMPLEMENTATION OF THE SCHEME 47
5.1 Introduction 48
5.2 Steps in implementing the Scheme 48
5.3 Scheme Conditions 51
5.4 Status of Scheme Conditions 55
5.5 Divestment Condition 55
5.6 If the Scheme does not proceed 55
5.7 Exclusivity arrangements and
competing proposals 55
5.8 Fiduciary exception 57
5.9 Notification and matching right 57
5.10 Termination of the Scheme
Implementation Deed 58
5.11 Effect of termination 59
5.12 Break fees 59
5.13 Warranties in Scheme
Implementation Deed 60
5.14 Warranties by Scheme Shareholders
under the Scheme 60
5.15 ACCC and Commerce Commission
undertakings 61
5.16 Summary of the material terms of the Jucy
SPA and related transaction documents 61
6. SCHEME CONSIDERATION 64
6.1 Overview 65
6.2 Value considerations 65
6.3 Entitlement to Scheme Consideration 66
6.4 Provision of the Scheme Consideration 67
6.5 Fractional entitlements 66
6.6 Foreign Scheme Shareholders 67
6.7 Tax consequences 67
7. INFORMATION ABOUT ATL 68
7.1 Responsibility for information 69
7.2 Group overview 69
7.3 Directors and senior management 76
7.4 Capital structure 78
7.5 Substantial shareholders 78
7.6 Historical financial information 78
7.7 Additional information on
ATL’s debt facilities 82
7.8 Material changes in ATL’s financial position 82
7.9 Financial information for the year ending 30
June 2023 (FY23) 82
7.10 Recent ATL Share price performance 83
7.11 ATL’s dividend policy and history 83
7.12 ATL Directors’ intentions for the
business of ATL 83
7.13 Litigation 83
7.14 Further information 83

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET10
8. INFORMATION ABOUT thl84
8.1 Responsibility for information 85
8.2 Overview 82
8.3 History 87
8.4 Directors and senior management 89
8.5 Capital structure 90
8.6 Substantial shareholders 90
8.7
R
ecent thl share price performance
9
1
8.8
thl
’s dividend policy and history
92
8.
9
thl
Directors’ interests in thl securities
9
3
8.10
thl
Directors’ interests in ATL securities
9
3
8.11
thl Directors’ other interests and benefits 93
8.12

thl
’s interests in ATL securities
9
4
8.13
thl’s employee incentive plans 94
8.14

F
unding of the Scheme Consideration
95
8.
15
Comparison o
f Australian and
New Zealand laws and summary of rights
and liabilities attaching to thl
Consideration Shares

95
8.
16
His
torical financial information
95
8.17 thl’s debt facilities 100
8.18
M
aterial changes in thl’s financial position 100
8.19 Financial information for the year
ending 30 June 2023 (FY23) 100
8.20
Corpor
ate Governance
10
1
8.21
thl
’s sustainability journey
102
8.22

N
o other material information known
to thl102
8.23

F
urther information
103
9
.
O
VERVIEW OF THE MERGED GROUP
104
9
.1
R
esponsibility for information
105
9.2
O
verview of the Merged Group
105
9
.3
NZX/
ASX Dual Listing
117
9
.4
Capit
al structure and
substantial shareholders
117
9
.5
Boar
d and management of the
Merged Group

117
9
.6
thl
’s intentions for the business, assets
and employees of ATL
118
9
.7
D
ividend policy
119
9
.8
FY
23 outlook
120
9
.9
Pr
o forma financial information
12
1
10.RISK
FACTORS
13
9
10.1
O
verview
140
10
.2
R
isks relating to the Scheme
140
10
.3
R
isks relating to the business of the
Merged Group
143
10.4 Risks if the Scheme does not proceed 150
11.TAXATION IMPLICATIONS151
11.1 Australian taxation implications 152
11.2 New Zealand tax implications 155
12.ADDITIONAL INFORMATION159
12.1 Interests of ATL Directors 160
12.2 Interests of ATL in thl Shares 160
12.3 Benefits and agreements 160
12.4 Creditors of ATL 161
12.5
A
SIC relief and ASX waivers
16
1
12.6
D
isclosures and consents
16
1
12.7
Priv
acy and personal information
16
2
12.8
R
ight to inspect and obtain copies
of the Share Register
16
2
12.9

F
oreign selling restrictions
16
2
12.10

N
o unacceptable circumstances
16
2
12.11
Interests of advisers 162
12.12
Fees
16
2
12.13
Status of Scheme Conditions 163
12.
14
Supplemen
tary information
163
12.15 Lodgement of Scheme Booklet 163
12.16
N
o other material information
163
13.GL
OSSARY
164
13.
1 Definitions165
13.2 Interpretation
17
4
ANNEXURE A – Replacement Independent
Expert’s Report
175
ANNEXURE B – Replacement Independent
Limited Assurance Report333
ANNEXURE C – Scheme
338
ANNEXURE D – Deed Poll
354
ANNEXURE E – Notice of Scheme Meeting
363
ANNEXURE F – Comparison of Australian
and New Zealand Laws and summary of the
rights attaching to
thl Consideration Shares 370
CORPORATE DIRECTORY 388

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET11
Dear ATL Shareholder,
On behalf of the ATL Directors, I am pleased to provide you with this Replacement 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 take advantage of near term growth opportunities and 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.
Developments since the issue of the Original Scheme Booklet
Changes to the Scheme Consideration
When the proposed Scheme was announced on 10 December 2021, the consideration payable to
Scheme Shareholders was originally 1 thl Consideration Share in exchange for every 3.680818 ATL
Shares held on the Scheme Record Date (except in the case of Foreign Scheme Shareholders where
the Scheme Consideration will be provided to a nominee of thl), resulting in Scheme Shareholders
owning approximately 25% of thl Shares on issue upon implementation of the Scheme.
As announced to ASX on 23 September 2022, thl has agreed to increase the percentage of the Merged
Group owned by ATL Shareholders (including thl) by 10% to approximately 27.5%. Based on the capital
structure of ATL and thl as at the Last Practicable Date, after accounting for thl’s existing shareholding
in ATL and the thl Shares issued in connection with thl’s acquisition of 51% of Just go on 4 October 2022,
upon implementation of the Scheme the percentage of the Merged Group owned by Scheme
Shareholders (which excludes thl) will be approximately 27.0%.
1

This results in Scheme Shareholders receiving 1 thl Consideration Share in exchange for every 3.210987
ATL Shares held on the Scheme Record Date, except for Foreign Scheme Shareholders as set out in
section 6.6. The change in the merger ratio in favour of Scheme Shareholders resulted from the
collective recognition of the increase in the value of ATL’s Canadian properties since December 2021,
alongside the faster than anticipated recovery of the Australian market from the COVID-19 pandemic
and stronger outlook. ATL has a proportionately larger Australian operation than thl.
Divestment to Jucy
Since the release of the Original Scheme Booklet on 21 February 2022, ATL and thl have continued to
work with the ACCC and the Commerce Commission to progress the respective merger
clearance applications.
Letter from the Chairman of ATL
1 thl holds 898,150 ordinary shares in ATL, representing 0.5% of ATL ordinary shares on issue. Whilst the share of the Merged
Group attributable to all ATL shareholders (including thl) under the Scheme as at 23 September 2022 was approximately 27.5%,
the share of the Merged Group attributable to ATL Shareholders (excluding thl) was approximately 27.4% and the share of the
Merged Group attributable to thl shareholders was approximately 72.6%. On 4 October 2022, thl acquired the remaining 51%
interest of Just go motorhomes in the United Kingdom and as part payment issued 2,941,857 thl Shares to the vendors (see
section 8.18). Based on the capital structure of ATL and thl at the Last Practicable Date, upon implementation of the Scheme
the share of the Merged Group attributable to ATL Shareholders (excluding thl) will be approximately 27.0% and the share of
the Merged Group attributable to thl shareholders will be approximately 73.0% (including the Just go vendors). The merger
ratio may be impacted by any further share issuances by thl after the date of this Replacement Scheme Booklet.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET12
On 1 July 2022, ATL announced to the ASX that while ATL and thl continue to strongly believe that the
proposed merger will not substantially lessen competition in any jurisdiction, recognising the
competition concerns raised by the respective competition regulators and with the intent to conclude
the clearance processes in a timely manner, ATL and thl would seek merger clearance on the basis
that the certain assets will be divested in Australia and New Zealand (Asset Divestment).
Certain entities within the ATL Group, thl Group and Jucy have entered into the Jucy SPA, pursuant to
which it is intended that ATL will, immediately prior to implementation of the Scheme, divest the
following assets to wholly owned subsidiaries of car and campervan rental business operator, Jucy:
•
200 4-6 berth motorhomes from ATL’s rental fleet in Australia;
•
110 4-6 berth motorhomes from ATL’s rental fleet in New Zealand;
•
ATL’s Star RV motorhome brand (which is currently used only in Australian and New Zealand);
•
a proportion of the forward bookings associated with the rental fleet being sold; and
•
property leases for rental depots in Perth, Alice Springs, Darwin, Hobart and Auckland.
ATL and thl have also agreed with Jucy that the Merged Group would:
•
supply or procure the supply of, and Jucy would acquire, 40 motorhomes in calendar year 2023
with an option for an additional supply or procurement of 40 motorhomes in calendar year 2024 in
each of Australia and New Zealand;
•
at the request of Jucy, use best endeavours to introduce Jucy to wholesalers who currently market
motorhomes under the Star RV brand and who do not have an existing relationship with Jucy; and
•
provide certain transitional services to Jucy.
The key terms of the Jucy SPA and the Asset Divestment are summarised in section 5.16.
It is anticipated that completion of the Jucy SPA will occur on the Implementation Date, immediately
prior to implementation of the Scheme (currently scheduled for Wednesday, 30 November 2022).
Conditional approval from ACCC and the Commerce Commission and condition subsequent
thl received conditional approval from the Commerce Commission on 23 September 2022 and from
the ACCC on 29 September 2022, to its respective merger clearance applications on the basis of
undertakings given by certain entities within the ATL Group and the thl Group with respect to the Asset
Divestment. Further information in relation to these undertakings is set out in section 5.15. On 5 October
2022, the FIRB confirmed that the Commonwealth Government had no objection under the Foreign
Acquisitions and Takeovers Act 1975 (Cth) to the proposed merger.
As noted above, completion of the Asset Divestment is a condition to the merger approval from ACCC
and the Commerce Commission. Accordingly, ATL and thl have agreed to amend the Scheme such
that completion of the Asset Divestment is a condition subsequent to the Scheme (Divestment
Condition). If the Divestment Condition is not satisfied by the date 12 Business Days after the Scheme
is approved by the Court at the Second Court Hearing, the Scheme would lapse and will not
be implemented.
The amended Scheme is included in Annexure C.
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
3.210987 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 27.0%
2
of thl Shares on issue,
with existing thl Shareholders owning the remaining approximately 73.0% (except that Foreign Scheme
Shareholders will not receive thl Consideration Shares and will instead receive the net proceeds from
Letter from the Chairman of ATL
(continued)
2 After taking into account thl’s existing shareholding in ATL and the thl Shares issued in connection with thl’s acquisition of 51%
of Just go on 4 October 2022. Refer to footnote 1 above.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET13
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 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 Replacement 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 Replacement Independent Expert’s Report in relation to the Scheme. The
Replacement Independent Expert’s Report is an updated version of the report contained in Annexure
A of the Original Scheme Booklet.
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$0.696 and A$0.943
per ATL Share and the fair market value of the Scheme Consideration on a minority basis at between
A$0.727 and A$0.923 per ATL Share. The Independent Expert’s assessment of the fair market value of
the Scheme Consideration on a minority basis falls within the Independent Expert’s assessed fair
market valuation range of ATL Shares on a control basis, with the mid-point of the Scheme
Consideration valuation range above the mid-point of the ATL Shares valuation range.
A copy of the Replacement Independent Expert’s Report is contained in Annexure A of this
Replacement Scheme Booklet.
Scheme Meeting
Your vote is important. The Scheme can only be implemented if:
•
the Scheme Resolution 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 on the Scheme Resolution at the Scheme Meeting by ATL Voting
Shareholders;
•
it is subsequently approved by the Court at the Second Court Hearing; and
•
the Divestment Condition is satisfied by the date 12 Business Days after the Scheme is approved by
the Court at the Second Court Hearing.
The Scheme Meeting will be a hybrid meeting facilitating in person and online participation.
Letter from the Chairman of ATL
(continued)

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET14
On 14 April 2022, the Court ordered the postponement of the Scheme Meeting originally scheduled for
10.00 am (Brisbane time) on Wednesday, 20 April 2022. Pursuant to an order of the Court made on
26 October 2022, the postponed Scheme Meeting will be held at 12.00pm (Brisbane time) on Friday,
11 November 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
Postponed Scheme Meeting in Annexure E.
Should you wish to appoint a proxy to vote on your behalf, please complete and sign the personalised
Proxy Form accompanying this Replacement Scheme Booklet and return it to the Share Registry by no
later than 12.00pm (Brisbane time) on Wednesday, 9 November 2022.
Proxy forms which accompanied the Original Scheme Booklet are no longer valid. If you have
previously lodged a proxy form, to ensure that your vote is counted you must lodge a new Proxy Form
and submit it by 12.00pm (Brisbane time) on Wednesday, 9 November 2022. Proxies can be lodged
online by visiting www.investorvote.com.au.
I strongly encourage you to carefully consider all the information set out in this Replacement 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 158 729 (within Australia) or +61 2 9066 44059 (outside Australia) on Monday to
Friday between 8.30am and 5.30pm (AEDT).
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
Letter from the Chairman of ATL
(continued)

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET15
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 Replacement Scheme Booklet which provides important information in relation
to the proposed merger of Apollo Tourism & Leisure Ltd (ATL) and Tourism Holdings Limited (thl).
Since the proposed merger was first agreed in December 2021, international tourism has begun to
recover and positively, both thl and ATL have stated expectations to be profitable once again,
3

following several years of losses. As a Merged Group, I believe we will be even better positioned to
capitalise on the recovery of international tourism over the recovery phase, through the realisation of
the substantial cost synergies we see available today, as well as improved fleet efficiency as the fleet
is rebuilt.
4

While we anticipate that the impacts of the COVID-19 pandemic are largely in the past, the proposed
merger also 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, due to the
ability of the Merged Group to execute on material cost synergies that aren’t available to either party
without this merger.
The strategic rationale for the proposed merger remains unchanged from that stated in December
2021. We will 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.
This Replacement Scheme Booklet includes a profile of the Merged Group and thl’s intentions for the
Merged Group. On behalf of the board of thl, I encourage you to read this Replacement Scheme
Booklet carefully and vote in favour of the Scheme at the Scheme Meeting to be held at 12.00pm
(Brisbane time) on Friday, 11 November 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.
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,
Cathy Quinn
Chair
Tourism Holdings Limited
Letter from the Chair of thl
3 Refer to thl’s NZX market release on 12 October 2022 and ATL’s ASX market release on 18 October 2022.
4 Refer to section 9.2 for information on expected synergies available to the Merged Group.

1616
SECTION 1
Overview of the Scheme

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET17
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. Since then,
the Scheme Implementation Deed and Scheme
have subsequently been amended to:
(a) extend the End Date (currently 9 December
2022);
(b) include the Divestment Condition as a
condition subsequent to the Scheme; and
(c) increase the Scheme Consideration payable to
Scheme Shareholders (other than Foreign
Scheme Shareholders), from 1 thl Consideration
Share in exchange for every 3.680818 ATL Shares
held on the Scheme Record Date, to 1 thl
Consideration Share for every 3.210987 ATL
Shares held on the Scheme Record Date.
If the Scheme is approved by the Requisite Majority
of ATL Voting Shareholders and the Court,
refinancing by thl and all other Scheme Conditions
and the Divestment Condition 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 and the Divestment
Condition being satisfied, 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 Thursday,
1 December 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 3.210987 ATL
Shares held on the Scheme Record Date.
See section 6 of this Replacement 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 (if capable of waiver).
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
Replacement Scheme Booklet.
If a Scheme Condition in the Scheme
Implementation Deed is not satisfied or waived (if
capable of waiver) 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

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET18
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;
•
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 (if 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 Divestment Condition as a condition
subsequent to the Scheme
Implementation of the Scheme is also subject to the
Divestment Condition as a condition subsequent to
the Scheme, which cannot be waived by the parties.
A summary of the Divestment Condition is set out in
section 5.5 of this Replacement Scheme Booklet.
If the Divestment Condition is not satisfied by the
date 12 Business Days after the Scheme is approved
by the Court at the Second Court Hearing, then the
Scheme will lapse and will not proceed.
1.5 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 replacement
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 Replacement Independent Expert’s Report is
contained in Annexure A.
1.6 What do the ATL Directors
recommend?
For the reasons set out in this Replacement 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.
1.7 Effect of the Scheme
If the Scheme becomes Effective and, subject to
satisfaction of the Divestment Condition, 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 C.
1.8 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 Replacement Scheme Booklet.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET19
1.9 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 Replacement Scheme Booklet.
1.10 When will the Scheme Meeting
be held?
On 14 April 2022, the Court ordered the
postponement of the Scheme Meeting originally
scheduled for 10.00 am (Brisbane time) on
Wednesday, 20 April 2022. Pursuant to an order of
the Court made on 26 October 2022, the postponed
Scheme Meeting will be held at 12.00pm (Brisbane
time) on Friday, 11 November 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.
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 Postponed Scheme Meeting
contained in Annexure E.
1.11 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 5.7, 5.8 and 5.9 of this Replacement Scheme
Booklet.
1.12 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 Replacement 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.
1.13 Existing Scheme Shareholder
instructions
Except to the extent prohibited by law (including for
example Tax File Numbers), 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.
1.14 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 and the Divestment Condition
must be satisfied or waived (if capable of waiver).
As at the date of this Replacement Scheme Booklet,
thl, ATL and the ATL Directors are not aware of any
reasons why the Scheme Conditions or the
Divestment Condition will not be satisfied or the
Scheme Implementation Deed terminated.
1.15 How to obtain further information
For further information, please contact the ATL
Shareholder Information Line on 1300 158 729 (within
Australia) or +61 2 9066 4059 (outside Australia)
between 8.30am and 5.30pm (AEDT), Monday to
Friday. If you are in any doubt about what to do or
anything in this Replacement Scheme Booklet, you
should consult your legal, financial, taxation or other
professional adviser immediately.

2020
SECTION 2
Frequently Asked
Questions

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET21
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 Replacement Scheme Booklet. The
information should be read in conjunction with those specified areas.
QUESTIONANSWER
MORE
INFORMATION
General
Why has this
Replacement
Scheme Booklet
been made
available to you?
This Replacement 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 Replacement Scheme Booklet also provides information to ATL
Voting Shareholders about matters which arose after the date of
the Original Scheme Booklet on 21 February 2022, including:
•
changes to the Scheme, including the Scheme Consideration
and the addition of the Divestment Condition;
•
updates to the Scheme Conditions, including in relation to the
status of the ACCC and the Commerce Commission merger
clearance applications;
•
the divestment of certain assets by the ATL Group to Jucy under
the Asset Divestment; and
•
provide ATL Voting Shareholders with details of the postponed
Scheme Meeting, at which ATL Voting Shareholders will have the
opportunity to vote on the Scheme Resolution.
This
Replacement
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, which will involve the
approval of the Scheme Resolution.
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 3.210987 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 27.0%
5
of thl Shares on issue, with
existing thl Shareholders owning the remaining approximately
73.0% (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 and the Divestment Condition is satisfied, 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
Thursday, 1 December 2022) or as soon as reasonably practicable
thereafter.
Sections
1 and 6
5 After taking into account thl’s existing shareholding in ATL and the thl Shares issued in connection with thl’s acquisition of 51%
of Just go on 4 October 2022. Refer to footnote 1 above.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET22
QUESTIONANSWER
MORE
INFORMATION
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;
•
(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 Pr
escribed Occurrence occurring;
–A
TL Warranties being true and correct in all material respects;
–thl W
arranties being true and correct in all material respects;
–no A
TL Material Adverse Change;
–no thl
Material Adverse Change;
– no r
estraining order remaining in effect that prohibits, materially
restricts, makes illegal or restrains the completion of the Scheme;
– thir
d party consents, approvals or waivers of rights by parties
other than ATL under any Material Contracts are obtained;
– escr
ow 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 consen
ts, approval, confirmations, agreements or waivers of
rights from any financier of the ATL Group are obtained;
– the Independen
t Expert does not change, withdraw or qualify its
conclusion in the Replacement Independent Expert’s Report;
–
thl obtaining confirmation from its insurers that its existing
directors and officers insurance policy is extended to include the
Scheme; and
•
(D ivestment Condition) it is a condition subsequent to the Scheme
that the Asset Divestment is completed in accordance with the Jucy
SPA by the date 12 Business Days after the Scheme is approved by
the Court at the Second Court Hearing.
The Scheme Conditions are set out in full in section 5.3 of this
Replacement Scheme Booklet and the status of Scheme Conditions is
summarised in section 5.4. The Divestment Condition is summarised in
section 5.5 of this Replacement Scheme Booklet.
If the Scheme Conditions and the Divestment Condition are not
satisfied or waived (if capable of waiver) by their Relevant Dates, the
Scheme will not proceed.
As at the Last Practicable Date, in addition to the Divestment
Condition, the following Scheme Conditions remain outstanding other
than the following which have been satisfied:
•
thl receiving ACCC, Commerce Commission and FIRB approval;
•
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; and
•
thl obtaining confirmation from its insurers that its existing directors
and officers insurance policy is extended to include the Scheme.
Sections 5.3, 5.4,
5.5, 9.2 and 12.13

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET23
QUESTIONANSWER
MORE
INFORMATION
Has merger
clearance been
received from
the ACCC and
the Commerce
Commission?
thl received conditional approval from the Commerce Commission
on 23 September 2022 and from the ACCC on 29 September 2022,
to its respective merger clearance applications on the basis of
undertakings given by certain entities within the ATL Group and the
thl Group with respect to the Asset Divestment. Further information
in relation to undertakings is set out in section 5.15.
Section 5.15
What is the Asset
Divestment and why
have ATL and
thl
agreed to it?
While ATL and thl continue to strongly believe that the proposed
merger will not substantially lessen competition in any jurisdiction,
recognising the competition concerns raised by the respective
competition regulators and with the intent to conclude the
clearance processes in a timely manner, ATL and thl have obtained
merger clearance on the basis that the certain assets will be
divested in Australia and New Zealand (Asset Divestment).
The Asset Divestment includes the sale of the following assets to
wholly owned subsidiaries of Jucy:
•
200 4-6 berth motorhomes from ATL’s rental fleet in Australia;
•
110 4-6 berth motorhomes from ATL’s rental fleet in New Zealand;
•
ATL’s Star RV motorhome brand (which is currently used only in
Australian and New Zealand);
•
a proportion of the forward bookings associated with the rental
fleet being sold; and
•
property leases for surplus rental depots in Perth, Alice Springs,
Darwin, Hobart and Auckland.
ATL and thl have also agreed with Jucy that the Merged Group
would:
•
supply or procure the supply of, and Jucy would acquire,
40 motorhomes in calendar year 2023 with an option for an
additional supply or procurement of 40 motorhomes in calendar
year 2024 in each of Australia and New Zealand;
•
at the request of Jucy, use best endeavours to introduce Jucy to
wholesalers who currently market motorhomes under the Star RV
brand and who do not have an existing relationship with Jucy;
and
•
provide certain transitional services to Jucy.
The key terms of the Jucy SPA and the Asset Divestment are
summarised in section 5.16.
Section 5.16
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 (other than in respect
of lodgement of the Court orders with ASIC and approval of the
Scheme by the Court) have been satisfied or waived (if capable of
waiver) by their Relevant Dates.
If the Court does not grant the order for the Scheme by the End
Date (which is currently 9 December 2022) or such later date as
ATL and thl mutually agree, or if the Divestment Condition is not
satisfied by the date 12 Business Days after the Scheme is approved
by the Court at the Second Court Hearing, the Scheme will
not proceed.
Section 5

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET24
QUESTIONANSWER
MORE
INFORMATION
Can I sell my ATL
Shares now?
You can sell your ATL Shares on-market on the ASX at any time
before 4.00pm (AEDT) 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
Replacement
Scheme
Booklet
Can I choose to
keep my ATL Shares?
If the Scheme is implemented, 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
Replacement
Scheme
Booklet
What do the
Trouchet
Shareholders
intend to do?
As at the date of this Replacement Scheme Booklet, the Trouchet
Shareholders together hold 99,412,231 ATL Shares (representing 53.40%
of the ATL Shares on issue).
As set out in section 4.1(c) of this Replacement 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
Replacement Scheme Booklet, neither ATL nor any of ATL’s advisers
are aware of any Competing Proposal.
Section 4.1(i)
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 5.7, 5.8 and 5.9 of this Replacement
Scheme Booklet.
Sections 5.7, 5.8
and 5.9

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET25
QUESTIONANSWER
MORE
INFORMATION
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 5.12 of this Replacement Scheme Booklet sets out additional
information on the break fee.
Section 5.12
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 Replacement 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$0.696 and A$0.943 per
ATL Share and the fair market value of the Scheme Consideration
on a minority basis at between A$0.727 and A$0.923 per ATL Share.
The Independent Expert’s assessment of the fair market value
of the Scheme Consideration on a minority basis falls within the
Independent Expert’s assessed fair market valuation range of
ATL Shares on a control basis, with the mid-point of the Scheme
Consideration valuation range above the mid-point of the ATL Shares
valuation range. The Replacement Independent Expert’s Report is
contained in Annexure A.
Section 4.1(b)

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET26
QUESTIONANSWER
MORE
INFORMATION
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
Replacement 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 trading prices of ATL Shares prior to the announcement of
the Scheme.
•
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 and the Divestment Condition is
satisfied, 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 REPLACEMENT SCHEME BOOKLET27
QUESTIONANSWER
MORE
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 Replacement 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 disagree with the Asset Divestment.
•
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 conditions that you consider
unacceptable.
Section 4.2

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET28
QUESTIONANSWER
MORE
INFORMATION
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
3.210987 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 prior to the announcement of
the Scheme and reflects an implied value of:
•
A$0.843 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
52.0% over the closing price of ATL Shares of A$0.555 on the same
date;
•
A$0.838 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 36.3% over the one-month VWAP of ATL
Shares of A$0.615 over the same period;
•
A$0.729 based on the closing price of thl Shares on 22 September
2022 (being the last trading day prior to announcement of
Commerce Commission clearance) of NZ$2.65 (based on a NZD/
AUD exchange rate of NZ$0.8834 as at that date). This is a
premium of 41.6% over the closing price of ATL Shares of A$0.515 on
22 September 2022; and
•
A$0.737 based on the one-month VWAP of thl Shares for the
period from 23 August 2022 to 22 September 2022 (being the last
trading day prior to announcement of Commerce Commission
clearance) of NZ$2.68 (based on a NZD/AUD exchange rate of
NZ$0.8834 as at that date). This is a premium of 29.9% over the
one-month VWAP of ATL Shares of A$0.567 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
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
Wednesday, 30 November 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)

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET29
QUESTIONANSWER
MORE
INFORMATION
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
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 held for sale).
In the USA, thl owns Road Bear RV Rentals & Sales and El Monte RV
Rentals & Sales, and in the UK, thl owns Just go Motorhomes.
Globally, thl has a rental fleet of over 3,800 vehicles (as at 30 June
2022), and in the past, thl’s rental fleet size has reached as high as
6,400 vehicles.
6
Section 8
6 thl’s global fleet size at 30 June 2019 was 6,413.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET30
QUESTIONANSWER
MORE
INFORMATION
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 6,300 vehicles
across New Zealand, Australia, USA, Canada, the United Kingdom
and Europe.
7
Through its combined scale, the Merged Group will be
well positioned to continue to grow globally as international tourism
activity increases in the post-COVID recovery period.
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
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, while the Star RV brand will
be divested as part of the Asset Divestment.
The rise in 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
What are the
expected synergies
of the Scheme
and the expected
effects of the Asset
Divestment on the
Merged Group?
Full run-rate net synergies are estimated at between NZ$23m to
NZ$24m per annum at the EBIT level (or NZ$27m to NZ$31m per annum
on a pre-tax cash basis). The Asset Divestment will have a negative
impact on the performance of the Merged Group. See the Letter
from the Chairman of ATL and sections 4.1(f), 5.16 and 9.2 for more
details.
Letter from
the Chairman
of ATL and
sections 4.1(f),
5.16 and 9.2
7 Refer to footnote 21 for explanation of how fleet size has been calculated.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET31
QUESTIONANSWER
MORE
INFORMATION
Who will be the
directors and senior
management of the
Merged Group?
The Board of the Merged Group will consist of six Non-Executive
Directors, one Executive Director and one Managing Director.
Directors
•
Cathy Quinn ONZM – Independent Director, Chair
•
Robert Baker – Independent Director
•
Debbie Birch – Independent Director
•
Rob Hamilton – Independent Director
•
Sophie Mitchell – Independent Director
•
Luke Trouchet – Executive Director
•
Grainne Troute – Independent Director
•
Grant Webster – Managing Director
Senior Management
•
Grant Webster – Chief Executive Officer
•
Nicholas (Nick) 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
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 5.12 of this Replacement Scheme Booklet
sets out additional information on the break fee.
Section 5.12
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 F. The comparison set out in
Annexure F 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 F

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET32
QUESTIONANSWER
MORE
INFORMATION
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)
8
26,789,44017.16%
Wilson Asset Management
International Pty Limited13,180,3288.44%
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 E
When and where will
the Scheme Meeting
be held?
The Scheme Meeting will be a hybrid meeting facilitating in person
and online participation.
On 14 April 2022, the Court ordered the postponement of the
Scheme Meeting originally scheduled for 10.00am (Brisbane time) on
Wednesday, 20 April 2022. Pursuant to an order of the Court made
on 26 October 2022, the postponed Scheme Meeting will be held
at 12.00pm (Brisbane time) on Friday, 11 November 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.
Further details about the Scheme Meeting are set out in the Notice
of Postponed Scheme Meeting contained in Annexure E.
Section 3 and
Annexure E
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 Postponed Scheme Meeting in
Annexure E.
Section 3 and
Annexure E
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.
Approval of the Scheme Resolution 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 E
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 (AEDT) on
Wednesday, 9 November 2022) (excluding thl and its Subsidiaries).
Section 3 and
Annexure E
8 thl understands HB Holdings Limited intends to distribute its shareholding in thl to the underlying individual limited
partnerships on the expiration of the CITIC Capital International Tourism Fund.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET33
QUESTIONANSWER
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INFORMATION
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 E
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
Replacement Scheme Booklet.
Proxy forms which accompanied the Original Scheme Booklet
are no longer valid. If you have previously lodged a proxy form,
to ensure that your vote is counted you must lodge a new Proxy
Form and submit it by 12.00pm (Brisbane time) on Wednesday,
9 November 2022. Proxies can be lodged online by visiting
www.investorvote.com.au.
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 Postponed
Scheme Meeting in Annexure E.
Proxy Forms, powers of attorney or appointments of corporate
representatives for the Scheme Meeting are due by 12.00pm
(Brisbane time) on Wednesday, 9 November 2022.
Section 3 and
Annexure E
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 and the Divestment Condition
are satisfied or waived (if capable of waiver).
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

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET34
QUESTIONANSWER
MORE
INFORMATION
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
Replacement 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 Replacement
Scheme Booklet
or the Scheme?
If you have any further questions of a general nature in relation
to this Replacement Scheme Booklet, the Scheme or any related
matter, then you may call the ATL Shareholder Information Line on
1300 158 729 (within Australia) or +61 2 9066 4059 (outside Australia) on
Monday to Friday between 8.30am and 5.30pm (AEDT).
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 REPLACEMENT SCHEME BOOKLET36
3.1 What you should do
You should carefully read this Replacement 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 Replacement Scheme Booklet for further
guidance on the reasons to vote for and against the
Scheme. However, as noted elsewhere in this
document, this Replacement 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 Replacement
Scheme Booklet or the Scheme, please contact the
ATL Shareholder Information Line on 1300 158 729
(within Australia) or +61 2 9066 4059 (outside Australia)
on Monday to Friday between 8.30am and 5.30pm
(AEDT).
If you require further advice in relation to the
Scheme, contact your financial or other
professional adviser.
3.2 Scheme Meeting
The Scheme Meeting will be a hybrid meeting
facilitating in person and online participation.
The Scheme Meeting is scheduled to be held at
12.00pm (Brisbane time) on Friday, 11 November 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.
Further details about the Scheme Meeting are set
out in the Notice of Postponed Scheme Meeting
contained in Annexure E.
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.
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 and the Divestment Condition
are not satisfied or waived (if capable of waiver) 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 (AEDT)
on Wednesday, 9 November 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 Postponed
Scheme Meeting contained in Annexure E.
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 12.00pm (Brisbane time) on Wednesday,
9 November 2022. Proxy forms which
accompanied the Original Scheme Booklet are
no longer valid. If you have previously lodged a
proxy Form, to ensure that your vote is counted
you must lodge a new Proxy Form by 12.00pm
(Brisbane time) on Wednesday, 9 November
2022. Proxies can be lodged online by visiting
www.investorvote.com.au;
(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 12.00pm (Brisbane time)
on Wednesday, 9 November 2022; or
(d)
b
y 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 12.00pm (Brisbane time) on
Wednesday, 9 November 2022.
Further information on how to vote using each of
these methods is contained in the explanatory
notes of the Notice of Postponed Scheme Meeting
in Annexure E.

SECTION 4
Considerations
Relevant to your Vote

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET38
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 a Replacement 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$0.696 and A$0.943 per ATL Share and the
fair market value of the Scheme Consideration on a
minority basis at between A$0.727 and A$0.923 per
ATL Share. The Independent Expert’s assessment of
the fair market value of the Scheme Consideration
on a minority basis falls within the Independent
Expert’s assessed fair market valuation range of ATL
Shares on a control basis, with the mid-point of the
Scheme Consideration valuation range above the
mid-point of the ATL Shares valuation range. A copy
of the Replacement Independent Expert’s Report is
included in Annexure A of this Replacement Scheme
Booklet. The ATL Directors encourage you to read the
Replacement 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 ATL’s
major shareholder group, the Trouchet
Shareholders
As at the date of this Replacement Scheme Booklet,
the Trouchet Shareholders together hold 99,412,231
ATL Shares (representing 53.40% 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
Replacement Scheme Booklet.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET39
(d) The Scheme Consideration represents an
attractive premium to the trading prices
of ATL Shares prior to the announcement
of the Scheme
The Scheme Consideration represents an attractive
premium to the trading prices of ATL Shares prior to
the announcement of the Scheme and reflects an
implied value of:
•
A$0.843 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 52.0% over the closing price of ATL
Shares of A$0.555 on the same date;
•
A$0.838 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 36.3% over the one-month VWAP
of ATL Shares of A$0.615 over the same period;
•
A$0.729 based on the closing price of thl Shares
on 22 September 2022 (being the last trading day
prior to announcement of Commerce
Commission clearance) of NZ$2.65 (based on a
NZD/AUD exchange rate of NZ$0.8834 as at that
date). This is a premium of 41.6% over the closing
price of ATL Shares of A$0.515 on 22 September
2022; and
•
A$0.737 based on the one-month VWAP of thl
Shares for the period from 23 August 2022 to
22 September 2022 (being the last trading day
prior to announcement of Commerce
Commission clearance) of NZ$2.68 (based on a
NZD/AUD exchange rate of NZ$0.8834 as at that
date). This is a premium of 29.9% over the one-
month VWAP of ATL Shares of A$0.567 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.


23

the Deed of Variation and approval from the NZCC and ACCC on 23 September and 29 September
respectively.
Trading price after the announcement date

Sources: S&P Global, GTCF analysis.
Note: Scheme Consideration assessed based on the closing price of thl shares converted in Australian Dollars using the
closing NZ$:A$
FX rate on each day and divided by the Conversion Ratio of 3.210987.
However, the Scheme remains subject to ATL Shareholder approval, refinancing of the debt facilities
of the Merged Group, and approval from the Supreme Court of Queensland and therefore there
remains an element of risk of it not completing.
In our view, the fact that ATL’s trading price has broadly converged indicates strong support from
investors to the Scheme.
Prospects of a superior offer or alternative transaction
While Apollo has agreed not to solicit any competing proposals or to participate in discussions or
negotiations in relation to any competing proposals during the exclusivity period, there are no
impediments to an alternative proposal being submitted by potentially interested parties. The
transaction process should act as a catalyst for potentially interested parties to assess the merits of
potential alternative transactions.
Given the complementary nature of the two businesses and the Synergies identified, and the fact
that no superior proposal has emerged in the c. 10 months since the Scheme was announced, we
are of the opinion that it is unlikely that a superior proposal will emerge. However, if an alternative
proposal on better terms was to eventuate, it is expected that this would occur prior to the
shareholder meeting convened to consider the Scheme. We note that there will be a significant time-
lag between the release of this IER and the Apollo Shareholders meeting to approve the proposed
Scheme. In the event that an alternative offer on better terms emerges, shareholders will be entitled
to vote against the proposed Scheme or the shareholders meeting could be adjourned.
Dividend policy and dividend entitlement
The current intention of the thl Board is that dividends will recommence, most likely at a lower payout
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
0.000
0.100
0.200
0.300
0.400
0.500
0.600
0.700
0.800
0.900
29-Jul-22
05-Aug-2212-Aug-2219-Aug-2226-Aug-2202-Sep-2209-Sep-2216-Sep-2223-Sep-2230-Sep-22
Discount
Share Price (A$)
Discount to share considerationATL trading priceScheme Consideration
Extract from page 23 of the Replacement Independent Expert’s Report in Annexure A.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET40
(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$23m to NZ$24m per annum or an
uplift of NZ$27m to NZ$31m per annum on a
pre-tax cash basis.
(f) The Proposed Transaction is expected
to create significant cost synergies
not otherwise available to the
standalone entities
Full run-rate gross synergies identified through the
two-way due diligence process undertaken by both
ATL and thl are estimated at between NZ$23m to
NZ$24m per annum at the EBIT level (or NZ$27m to
NZ$31m per annum on a pre-tax cash basis). Of
these gross synergies, 70% and 62% are fixed on an
EBIT and pre-tax cash basis, respectively, with the
majority of the fixed synergies expected to be
realised by the end of FY25. The phasing of variable
cost synergies will increase in line with activity
returning to pre-COVID levels and are expected to
be materially realised by the end of FY25.
The Scheme is subject to the Asset Divestment,
which will have a negative impact on the
performance of the Merged Group in the manner
described in section 9.2.
On 10 December 2021, ATL and thl announced the
merger with synergies 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). The key drivers
between the current estimated gross synergies and
those announced on 10 December 2021 are the
impact of inflation on the costs identified as
synergies, the identification of a larger quantum of
corporate overhead and financing synergies than
earlier expectations and the devaluation of the New
Zealand Dollar.
Synergies primarily relate to duplication of
corporate costs and procurement benefits.
The above estimates do not include any potential
synergies relating to the Merged Group’s North
American or United Kingdom/Europe businesses.
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$7.0m and NZ$11.0m with the majority
of these to be incurred by the end of FY24.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET41
(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.
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.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET42
(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 Replacement 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.
( 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$0.843 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 eight members, with ATL to
nominate three directors and thl to contribute five
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.
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 Replacement Scheme Booklet.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET43
(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 and the Divestment Condition
is satisfied, 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 and the
Divestment Condition being satisfied, 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.
(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 Replacement 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.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET44
(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 ATL’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 F.
Implementation of the Scheme may represent a
disadvantage if you do not want to change your
investment profile. ATL Voting Shareholders should
read this Replacement 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 Replacement
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, subject to
satisfaction of the Divestment Condition, 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.
(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
Replacement 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 Replacement 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) You may disagree with the Asset
Divestment
thl received conditional approval from the ACCC
and Commerce Commission to its respective merger
clearance applications on the basis of undertakings
given by certain entities within the ATL Group and
the thl Group with respect to the Asset Divestment.
Following completion of the Asset Divestment, Jucy
is expected to be one of the largest RV rental
operators in both Australia and New Zealand, with a
strong base to grow immediately in both countries.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET45
You may consider that the Asset Divestment is
unacceptable. However, you should note that the
Asset Divestment is a condition subsequent to the
Scheme and the Scheme will not be implemented if
the Asset Divestment is not completed.
(g) 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
Replacement Scheme Booklet, which is general in
nature and consult with your professional tax
adviser regarding your particular circumstances.
(h) The Scheme may be subject to 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
and the Divestment Condition. If the Scheme
Conditions and the Divestment Condition 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 and the Divestment
Condition are summarised in sections 5.3 and 5.5 of
this Replacement Scheme Booklet, respectively. 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 the
Scheme Resolution is approved by the Requisite
Majority of ATL Voting Shareholders and the Court
and all of the other Scheme Conditions and the
Divestment Condition are either satisfied or waived
(if capable of waiver). 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.
(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 5.12 of this Replacement Scheme
Booklet for additional information on the break fee.
(c) Transaction costs
As at the Last Practicable Date, ATL has incurred or
expects to incur costs of approximately A$3.7 million
(excluding GST and disbursements) in developing
the Scheme so that it is capable of being submitted
to ATL Voting Shareholders for consideration.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET46
(d)Conditionality of the Scheme
Implementation of the Scheme is subject to the
satisfaction or waiver (if capable of waiver) of a
number of Scheme Conditions and the Divestment
Condition. If the Scheme Conditions and the
Divestment Condition are not satisfied or waived (if
capable of waiver) 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 C.
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 REPLACEMENT SCHEME BOOKLET48
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 C).
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. The Scheme
Implementation Deed was subsequently amended
to amongst other things extend the End Date,
increase the Scheme Consideration and to add the
Divestment Condition.
The key terms of the Scheme Implementation Deed
are summarised in section 5 of this Replacement
Scheme Booklet.
(b)Deed Poll
On 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 (if capable of waiver) of the Scheme
Conditions and the Divestment Condition.
A copy of the Deed Poll is set out in Annexure D.
(c)Scheme Meeting
On 14 April 2022, the Court ordered the
postponement of the Scheme Meeting originally
scheduled for 10.00am (Brisbane time) on
Wednesday, 20 April 2022. Pursuant to an order of
the Court made on 26 October 2022, the postponed
Scheme Meeting will be held at 12.00pm (Brisbane
time) on Friday, 11 November 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.
Instructions on how to attend and vote at the
Scheme Meeting are set out in section 3 of this
Replacement Scheme Booklet and in the Notice of
Postponed Scheme Meeting in Annexure E.
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, and that the Court further ordered on
Wednesday, 26 October 2022 to set a date and
time for the postponed meeting, 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 Replacement 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 Scheme
Resolution at the Scheme Meeting.
The results of the Scheme Meeting will be
announced to the ASX after conclusion of the
Scheme Meeting.

APOLLO TOURISM & LEISURE LTD REPLACEMENT SCHEME BOOKLET49
(d) Second Court Hearing
In order to become Effective, the Scheme (with or
without modification) must be approved by an
o
rder 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 necessa
ry 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,
di
sregard the Headcount Test. ATL reserves t he 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 the Scheme is 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
9
.00am (Brisbane time) on Friday, 18 November 2022
in the Supreme Court of Queensland (Brisbane
registry). Information on attending the Second Court
Hearing, including the scheduled date of the
h
earing, 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
f
ile with the Court and serve on ATL a notice of
ap
pearance 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
s
erved on ATL at its address for service at least
o
ne day befo re 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.
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 (Brisbane time) 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 (AEDT) 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 Replacement 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 REPLACEMENT SCHEME BOOKLET50
(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 Monday, 21 November 2022.
If the Scheme Conditions are satisfied or waived (if
capable of waiver), 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 (if capable of waiver) by the End Date
(which is currently 9 December 2022), or such later
date as ATL and thl agree in writing, or if the
Divestment Condition is not satisfied by the date 12
Business Days after the Scheme is approved by the
Court at the Second Court Hearing, the Scheme will
lapse and be of no further force or effect.
(g) Satisfaction of Divestment Condition
and 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 Wednesday, 30 November 2022.
The Divestment Condition is a condition subsequent
to the Scheme and must be satisfied prior to the
Scheme being implemented and in any event within
12 Business Days after the date on which the
Scheme is approved by the Court at the Second
Court Hearing. It is currently anticipated that the
Asset Divestment will complete on the
Implementation Date, immediately prior to
implementation of the Scheme.
If the Scheme becomes Effective and the
Divestment Condition is satisfied, 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 Replacement Scheme Booklet.
For further information about the thl Consideration
Shares to be issued to the Scheme Shareholders,
refer to Annexure F.
(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 and the Divestment
Condition being satisfied by the date 12 Business
Days after the Scheme is approved by the Court at
the Second Court Hearing, 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 Thursday,
1 December 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 REPLACEMENT SCHEME BOOKLET51
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).
Section 1.3 provides a summary of the steps that will take place 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.
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