Investor presentation – merger with Apollo
Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Fax: +64 9 309 9269
Level 1, 83 Beach Road
www.thlonline.com
Auckland City
PO Box 4293, Shortland Street
Auckland 1140, New Zealand
Self drive
Experiences
New Zealand
Australia
USA
UK
Design &
Manufacturing
New Zealand
Australia
Guided
Experiences
New Zealand
23 November 2022
MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)
INVESTOR PRESENTATION – MERGER WITH APOLLO
Please see attached a copy of an investor presentation that thl intends to speak to at various investor
engagements.
The presentation contains a summary of the information relating to the merged group that is contained
in Apollo Tourism & Leisure Ltd’s Replacement Scheme Booklet, which was released on 26 October 2022.
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.
---
FY19
FULL YEAR RESULTS
PRESENTATION
Proposed
merger of thl
and Apollo
November 2022
Disclaimer and Notes to Materials
2
IMPORTANT NOTICES
This presentation has been prepared by Tourism Holdings Limited (thl) in connection with the proposed merger between thl and Apollo Tourism &
Leisure Ltd ACN 614 714 742 (ATL) by way of scheme of arrangement (Scheme) under Part 5.1 of the Corporations Act 2001(Cth) (Corporations Act).
SUMMARY INFORMATION
This presentation contains summary information and statements about thl, ATL and their respective related bodies corporate, businesses and activities
as at the date of this presentation. The information in this presentation is general in nature and does not purport to be exhaustive. No representation
or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions
contained in this presentation. To the maximum extent permitted by law, none of thl, ATL nor their respective directors, employees, agents or
advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them
or any other person, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it.
This presentation should be read in conjunction with thl’s other periodic and continuous disclosure announcements lodged with the NZX, which are
available on the NZX website (at www.nzx.com), the thl’s website at https://www.thlonline.com.
FORWARD LOOKING STATEMENTS
This presentation contains forward-looking statements concerning thl, ATLand the merger group following implementation of the Scheme (Merged
Group) which are made as at the date of this presentation unless otherwise specified, including statements aboutintentions, beliefs and expectations,
plans, strategies and objectives of thl, ATLand the Merged Group, the anticipated timing for and outcome and effects of the Scheme (including
expected benefits to shareholders of thl and ATL), indications of and guidance on synergies, future earnings or financial position or performance,
expectations for the ongoing development and growth potential of the Merged Group and the future operation of thl, ATLand the Merged Group.
Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the
forward-looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of thl, ATLand the
Merged Group. Such factors may include, among other things, risks relating to funding requirements, COVID-19 impacts including border closures and
travel restrictions, competition and market risks, regulatory restrictions and risks associated with general economic conditions. Any forward-looking
statements, as well as any other opinions and estimates and statements regarding synergies, market and industry trends, providedin this presentation
are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect. Synergy
estimates are based on fixed foreign exchange rates across its operating geographies at the time of calculation. Variations in foreign exchange rates
will impact the degree to which synergies are able to be realised or how they are reflected in the Merged Group’s reporting currency.
There can be no assurance that the Scheme will be implemented or that the plans for the Merged Group will proceed as currently expected or will
ultimately be successful. You are cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or
operating outlook for thl, ATLor the Merged Group (including the realisation of any expected synergies), particularly in light of the current economic
climate and the significant volatility, uncertainty and disruption caused by the ongoing COVID-19 pandemic.
Except as required by law or the NZX or ASX listing rules, ATL and thlassume no obligation to provide any additional or updated information or to
update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this presentation
will, under any circumstances (including by reason of this presentation remaining available and not being superseded or replacedby any other
presentation or publication with respect to thl, ATLor the Merged Group, or the subject matter of this presentation), create an implication that there
has been no change in the affairs of thl, ATL since the date of this presentation.
PAST PERFORMANCE
You should note that past performance metrics and figures (including any data about past share price performance of thl and ATL) in this presentation
are given for illustrative purposes only and cannot be relied upon as an indicator of (and provide no guidance as to) future performance, including
future share price performance of the Merged Group.
NOT AN OFFER, AND NOT INVESTMENT OR FINANCIAL PRODUCT ADVICE
This presentation is not a prospectus, product disclosure statement or other disclosure document under the Financial Markets Conduct Act 2013, or
other offering document under New Zealand law or any other law. This presentation has not been lodged with any regulatory authority in any
jurisdiction. This presentation, and the information contained in it, is provided for information purposes only and is not anoffer or solicitation or an
invitation or recommendation to subscribe for, acquire or buy securities of thl, or any other financial products or securities, in any place or jurisdiction,
or a solicitation of any vote or approval in connection with the Scheme.
This presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial productor investment advice (nor
tax, accounting or legal advice) or a recommendation to acquire any securities of thl, or a solicitation of any vote or approval in connection with the
Scheme. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This presentation may not be released to U.S. wire services or distributed in the United States. This presentation does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this presentation or anything attached to this
presentation shall form the basis of any contract or commitment. Any securities described in this presentation have not been,and will not be,
registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the U.S.
Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.
___________________________________________________________________________________________________________________________
EFFECT OF ROUNDING
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject tothe effect of rounding. The
actual calculation of these figures may differ from the figures set out in this presentation.
FINANCIAL DATA
All dollar values are in New Zealand dollars (NZ$) unless stated otherwise. To the extent an exchange rate is used to convert foreign currency to New
Zealand dollars, the assumed exchange rate has been shown in this presentation. This presentation may contain a number of non-GAAP financial
measures, including Earnings Before Interest and Tax (EBIT). Because they are not defined by NZ GAAP or IFRS, thl’scalculation of these measures may
differ from similarly titled measures presented by other companies and they should not be considered in isolation from, or construed as an alternative
to, other financial measures determined in accordance with NZ GAAP. You are cautioned, therefore, not to place undue reliance on any such financial
information included in this presentation.
REGULATORY BODIES REFERRED TO IN MATERIALS
Australian Competition and Consumer Commission (ACCC)
Australian Foreign Investment Review Board (FIRB)
New Zealand Commerce Commission (NZCC)
Overview
Strategic Rationale
4
Global reach
Entry to Canadian market and expansion
into Europe – Canada is highly
complementary to thl’s existing United
States operations
Synergies
Material synergy opportunity for the
Merged Group
(Estimated $27m to $31m recurring pre-tax cash
synergy across Australia and New Zealand)
Vertically integrated across
Australasia
Manufacturing capability in both Australia
and New Zealand supported by acquisition
of Australian dealership operations
Platform for future growth
Geographically diversified, access to
capital and supply deriskedby
manufacturing
Better positioned
to capitalise on the
anticipated post-
COVID recovery of
international
tourism
JAPAN
FRANCHISEE
Global RV Leader – Snapshot of Merged Group
5
1.Rental fleet sizes represent fleet sizes and percent of thland Apollo as at30 June 2022 less 110 motorhomes in New Zealand and 200 in Australia in relation to the Asset Divestment
2.Europe & UK includes thl fleet from Just go motorhomes, which was a 49% joint venture as at30 June 2022
3.FY22 Merged Group figures refer to pro forma consolidated balance sheet, as shown on page 28
EUROPE & UK
RENTAL FLEET
1, 2
~400 (6%)
RV RENTALS
EX-RENTAL RV SALES
AUSTRALIA
RENTAL FLEET
1
~2,000 (32%)
RV RENTALS
NEW AND EX-RENTAL RV SALES
RV MANUFACTURING
NEW ZEALAND
RENTAL FLEET
1
~1,400 (22%)
RV RENTALS
NEW AND EX-RENTAL RV SALES
RV AND COMMERCIAL MANUFACTURING
TOURISM ATTRACTIONS & ACTIVITIES
USA & CANADA
RENTAL FLEET
1
~2,500 (39%)
RV RENTALS
EX-RENTAL RV SALES
SOUTH AFRICA
FRANCHISEE
NZ$1.1bn
NZ$502m
FY22 Total Assets
3
FY22 Net Assets
3
Investment Rationale
6
1
2
3
4
5
The Merged Group will be wellpositioned to capitalise on the anticipated strong recovery in tourism, and
operates in a segment of tourism that has experienced category growth through the pandemic
The Merged Group is expected to realisematerial cost synergies and other strategic benefits from the
merger of thl and Apollo
The Merged Group will operate a business model that has proven flexibility through the pandemic, and has
a history of disciplined balance sheet management by the thl Board and management
The Merged Group should benefit from thl’s balance sheet strengthand has support from several long-term
lending partners
The Merged Group will continuethl’s history as anaspirational company with long-term growth ambitions
7
Summary of Key Transaction Changes
”Before” represents the proposed merger as at 10 December 2021 upon initial announcement.
“Now” represents the updated status of the transaction
Key changeDescription
Proposed
divestment
Before: Not applicable
Now: Divestmentof certain Apollo assetsto Jucy, most notably 200 and 110 4-6 berth motorhomes in Australia and New
Zealand respectively, Apollo’s Star RV brand and property leases for Apollo depots in Auckland, Perth, Alice Springs, Darwin
and Hobart
Synergies
Before: Expected steady-state pre-tax cash benefit of $18m – $20m per annum (excluding interest benefits), expected one-
off implementation costs of $4m – $7m, and fleet rationalisation delivering at least $40m of net debt benefit
Now: Expected steady-state pre-tax cash benefit of $27m – $31m per annum (including expected interest synergies of $3m
– $5m per annum), expected one-off implementation costs of $7m – $11m, and fleet rationalisation delivering at least
$25m of net debt benefit. Synergy realisationexpected to be delayed by ~12 months relative to previous disclosure with
some deriskingas certain property synergies realisedimmediately through divestment to Jucy (as above)
Merger ratio
Before: 1 new ordinary thlshare for every 3.680818ordinary Apollo shares held by Apollo shareholders (excluding thl)
1
–
Apollo shareholders (excluding thl) receive 24.9%of the Merged Group
2
Now: 1 new ordinary thlshare for every3.210987 ordinary Apollo shares held by Apollo shareholders (excluding thl)
1
–
Apollo shareholders (excluding thl) receive 27.0%of the Merged Group
2,3
. Revised merger ratio recognisesthe impact of
Australia’s faster recovery from the COVID-19 pandemic than anticipated (leading to a stronger outlook) together with
Apollo’s relatively larger Australian operations, and the increase in value in the Apollo Canadian properties
Lender
engagement
Before: Limited engagement
Now: Established the go-forward lending structure of the Merged Group, comprising existing thlbanks alongside asset
financiers which also results in confidence of interest synergies achievable
1)The consideration shares of shareholders with an address other than in Australia, New Zealand, the United Kingdom or other jurisdictions agreed by Apollo and thlwill be issued to a nominee and sold with the
proceeds paid to the shareholder
2)thlcurrently holds 898,150 ordinary shares in Apollo, representing 0.5% of Apollo ordinary shares on issue as at the date of theScheme Implementation Deed. This results in Apollo shareholders (excluding thl)
receiving a slightly lower proportion of the Merged Group than disclosed in the headline merger ratios of 25.0% “Before” and 27.5% “Now”. The total number of thlordinary shares on issue may change prior to
completion of the Scheme in the event thatany shares vest under existing LTI schemes
3)Includes 2,941,857 thlshares issued on 4 October 2022 for the acquisition of the remaining 51% of Just go and any additional thlshares issued between the Deed of Variation to the SID and the date of this
presentation
As a condition to the regulatory approvals obtained from NZCC and ACCC, thl
and Apollo have agreed to sell the following to car and campervan rental
business operator, Jucy:
•200 4-6 berth motorhomes from Apollo’s rental fleet in Australia and 110 4-6
berth motorhomes from Apollo’s rental fleet in New Zealand, including a
proportion of the forward bookings associated with that fleet
•Apollo’s Star RV motorhome brand (currently used only in Australia and New
Zealand)
•Property leases for surplus Apollo rental depots in Auckland, Perth, Alice
Springs, Darwin and Hobart –this effectively derisksthe property synergy
associated with these leases
thl and Apollo have also agreed with Jucy that the Merged Group will:
•Supply (or procure supply) Jucywith 40 motorhomes in each of Australia and
New Zealand in the 12 months post divestment, with an option for an
additional 40 motorhomes in each of Australia and New Zealand in the
subsequent 12 months (at Jucy ’soption). These motorhomes are expected to
be supplied through the retail channel and to not have a material impact on
earnings
•At the request of Jucy, use best endeavoursto introduce Jucyto wholesalers
who currently market motorhomes under the Star RV brand and who do not
have an existing relationship with Jucy
•Provide certain transitional services to Jucy
The divestment is to occur prior to completion on the Implementation Date (30
November 2022)
8
Impact of Divestment on Merged Group
P&L impact
•Reduction in hire days – smaller fleet
base (200 divested motorhomes in
Australia and 110 divested motorhomes
in New Zealand)
•Average rental yield declines – 4-6
berth motorhomes have a slightly
higher rental rate than the weighted
average fleet rental rate (which includes
smaller vehicles)
•D&A reduction – a smaller fleet base
Cash proceeds /
sales pricing
•Estimated one-off cash receipt of
~$18.1m from the sale of the
motorhomes at time of divestment (net
sales proceeds of ~$42.7m less
repayment of borrowings of ~$24.6m)
2
•Sales prices are consistent with retail
pricing and slightly higher than the
weighted average fleet sale price (which
includes smaller vehicles) – expected
total gain on sale of ~$13.7m
2
Recurring NPAT
impact
FY23 cash
impact
Given the P&L impact of the divestment is highly dependent upon
prevailing market conditions
1
and external variables outside of the Merged
Group’s control (such as rental demand), the P&L impact is difficult to
precisely quantify with sufficient certainty
1.Prevailing market conditions are likely to also influence other factors such as mix of fleet or length of time vehicles remain on fleet. This in
turn influences average rental yields, effective depreciation rates and operating costs, amongst other factors
2.Assumes exchange rate of NZD:AUD 0.9260. Variance to numbers reported earlier in the Replacement Scheme Booklet relates to
finalisation of list of vehicles, sales pricing and fluctuation in exchange rates.
Asset Divestment to Jucy
Divesting 200 vehicles in Australia and 110 vehicles in New Zealand
Expected cost-out recurring synergies
1
Indicative phasing of fixedsynergies
-
25%
50%
75%
100%
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
Jun-24
Sep-24
Dec-24
Mar-25
Jun-25
% of fixed synergies realised
-
25%
50%
75%
100%
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
Jun-24
Sep-24
Dec-24
Mar-25
Jun-25
% of fixed synergies realised
56%
47%
14%
15%
30%
25%
14%
EBITPre-tax cash
Interest savingsVariable
PropertyDuplication of corporate costs
•Based on funding rates received from lenders in relation to the proposed
merger, there is also an additional $3m – $5m annual recurring interest
synergy now expected at steady-state
2
. This was previously unquantified
in 2021
Significant Value Creation through expected Synergy Realisation(1 / 2)
Expected pre-tax cash synergies have materially increased since the initial announcement in December 2021. They are now expectedto be $27m – $31m
per annum on a post-divestment basis
9
1.Percentages based on mid point of synergy range
2.Steady-state refers to normal trading conditions following a post-COVID recovery
•Material synergies are expected to arise in the Merged Group due to
recurring cost reduction across Australia and New Zealand
•Such synergies are expected to deliver a steady-state
2
pre-tax cash uplift
of $27m –$31m per annum, or an EBIT uplift of $23m – $24m per
annum
•The increase in expected EBIT synergy range of approximately $6m
relative to December 2021 relates primarily to an increase in the costs
previously identified as synergies due to inflation, identifying a larger
quantum of corporate overhead synergies and the devaluation of the
New Zealand Dollar
•Synergies are shown on the basis that the 310 motorhomes divested to
Jucy are permanently removed from the Merged Group’s fleet base
•There has been some deriskingas certain property synergies are realised
immediately through divestment to Jucy
•The majority ofthe fixed cost synergies are expected to be fully
implemented by the end of FY25, while the variable cost synergies are
expected to increase in line with activity returning to pre-COVID levels
and to be materially realisedby the end of FY25
•Total one-off implementation costs are expected to be $7m –$11m, with
the majority of these incurred by the end of FY24. The increase in one-off
implementation costs from 2021 primarily arises from additional
integration spend and general operating expenses
1
Fixed
69%
Before (2021)
Now (2022)
$17m – $19m p.a.
$23m – $24m p.a.
$27m – $31m p.a.
$18m – $20m p.a.
2
51%
49%
18%
20%
31%
30%
EBITPre-tax cash
Interest savingsVariable
PropertyDuplication of corporate costs
Unquantified
Fixed
70%
Fixed
70%
Fixed
62%
% realised at
FY end
FY23FY24FY25
62% 98% 100%
% realised at
FY end
FY23FY24FY25
19% 79% 100%
Current and steady statePotential upside
Significant Value Creation through expected Synergy Realisation(2 / 2)
Fleet rationalisation opportunity through servicing the Merged Group’s rental operations using a smaller, more optimized fleet base to deliver a one-off
debt reduction of up to $42m
1
, with additional potential upside from recurring net capex savings
10
Current fleet reduction:
No vehicles extracted from
the Merged Group
immediately
One-off debt reduction:
Total cash flow impact of
the current and steady state
fleet reduction
Recurring savings including
net capex reduction:
Ongoing cashflow benefits of
assumed lower net
replacement capex resulting
from a smaller fleet base
Additional upside fleet
reduction:
Additional vehicles which can
potentially be extracted
subject to further operational
efficiency improvements in
North America
3
Current + steady state
Potential upside
~0
vehicles
Steady state fleet
reduction:
Additional vehicles which
can be extracted from the
Merged Group in a steady
state environment
~200
vehicles
~$25m
2
Up to
~150
Vehicles, or
~$18m
2
one-off debt
reduction
Not
quantified
•Fleet rationalisation opportunity of up
to ~350 vehicles is expected due to the
ability of the Merged Group to service
rental operations on a smaller, more
optimisedfleet base (i.e.enhanced
utilisation)
•The ability for the Merged Group to
rationalisefleet has reduced relative to
the December 2021 assessment owing
to both thland Apollo having already
reduced their respective fleets in
ordinary course trading, as well and the
fleet divestment of the Merged Group
•This fleet rationalisation synergy
comprises both:
‒A one-off reduction in net debt
as fleet are permanently
removed
‒An assumed ongoing reduction in
annual replacement fleet capex
required due to smaller fleet size
3
1.Total one-off debt reduction of up to $42m differs to the sum of the current and steady state one-off debt reduction of $25m andthe potential upside one-off debt reduction of $18m due to rounding
2.Debt reduction per vehicle differs between current and steady state and potential upside due to differences in age of vehicles, mix of vehicles and differences in changes to both purchases and sales
3.Total fleet size is expected to continue to grow over time as the post-COVID operating environment recovers. Additional upside fleet reduction is relative to steady state fleet size
Before (2021)
Now (Nov 2022)
Before (2021)
Now (Nov 2022)
~300
vehicles
~600
vehicles
~$40m
2
Up to
~350
Vehicles, or
~$30m
2
one-off debt
reduction
Not
quantified
11
Key Merger Metrics
thlshareholders receive 73.0% of the Merged Group
•As consideration, thlwill issue 1 new ordinary thlshare for every
3.210987 ordinary Apollo shares held by Apollo shareholders
(excluding thl) as at the date of Deed of Variation to the SID
1
•thl holds 898,150 ordinary shares in Apollo being 0.5% of Apollo
ordinary shares on issue at the date of the Deed of Variation to the
SID. No new shares will be issued to thlin relation to its shareholding
in Apollo
•The merger will result in Apollo shareholders (excluding thl) owning
27.0% of the Merged Group
4,5
and thlshareholders owning 73.0% of
the Merged Group
4,5
. The Trouchet Family (who are currently 53.4%
of Apollo) will become 14.5% shareholders of the Merged Group
4,5
Apollo shareholders receive 27.1%
of Merged Group
Apollo shareholders (ex. thl) receive
27.0% of Merged Group
thlshareholders therefore receive
73.0% of Merged Group
1)The consideration shares of shareholders with an address other than in Australia, New Zealand , the United Kingdom or other jurisdictions agreed by Apollo and thlwill be issued to a nominee and sold with the
proceeds paid to the shareholder
2)Any entitlements to a fraction of a new thlshare arising under the calculation of scheme consideration will be rounded to the nearest new thlshare (and if the fractional entitlement would include one-half of a thl
consideration shares, the entitlement will be rounded up)
3)Prior to 2,941,857 thlshares issued on 4 October 2022 for the acquisition of the remaining 51% of Just go
4)As at the date of this presentation. The total number of thlordinary shares on issue may change prior to completion of the Scheme in the event that any shares vest under existing LTI schemes
5)Based on thland Apollo current shares on issue as at date of this presentation
Merged Group share composition
Apollo current shares on issue186,150,908
Apollo shares held by thl898,150
Apollo current shares on issue (excl. thl held)185,252,758
Conversion ratio3.210987
thl shares issued to Apollo shareholders (excl. thl)
2
57,693,401
thl shares on issue prior to Just go
3
153,130,632
Merged Group shares on issue210,824,033
thl current shares on issue (incl. Just go)
4
156,320,113
Merged Group shares on issue214,013,514
Merger consideration
Resulting ownership of Merged Group
Reflects Apollo shares currently owned by thl
Reflects thl shares issued on 4 October for the remaining
51% of Just go and other subsequent shares issued
75.1%
13.4%
11.5%
73.0%
14.5%
12.5%
Merged Group indicative shareholdings
1
Trouchet family
•Luke Trouchet’s global RV experience will continue to be available to the
business with his ongoing involvement in the Merged Group
•Post-merger, the Trouchet family will hold a 14.5% shareholding in the Merged
Group
1
•Subject to regulatory and other requirements, it is proposed that the Trouchet
family will escrow:
a)90% of their thlconsideration shares for 12 months after the
Implementation Date; and
b)50% of their thlconsideration shares for 24 months after the
Implementation Date.
•The Trouchet family are strongly aligned with the continued growth of the
Merged Group and have evidenced their intent to be a long-term, supportive
shareholder by:
‒Entry into voluntary escrow
‒Luke Trouchet’srole in the Merged Group as Executive Director –M&A
and Global Transitions
‒High degree of cultural alignment between thl and Apollo
Merged Group Shareholdings and the Trouchet Family
Existing thl shareholders will receive 73.0% of the Merged Group, the Trouchet family will receive 14.5% of the Merged Group subject to certain escrow
terms with the remaining 12.5% of the Merged Group attributed to other Apollo shareholders
12
Other Apollo
shareholders
Existing thl
shareholders
Trouchet family
Previous
Updated
1)“Updated” Merged Group indicative shareholdings based on Merged Group shares on issue of 214,013,514 (refer page 11)
Summary of Key Borrowing Facilities
Mix of banking facilities and asset financing under the proposed arrangements is expected to provide the
Merged Group with capital access for fleet growth plans, non-fleet capital expenditure and general operating
requirements to support growth across the business
13
•thlhas entered intonew funding arrangements to take effect on commencement of the merger. These involve existing thlbanks and
selected asset financiers
•Asset financiers have been appointed on a geographic basis based on their knowledge of the sector and the support they have previously
shown to Apollo and/or financing of motorhomes
•Selected regionally-based asset financiers, combined with existing banks, expected to provide a stable and flexible source of debt funding
into the future
•Finance remains subject to the satisfaction of conditions precedent and completion deliverables in the financing documentation.
Merged Group funding process
Overview of Facilities
1
•Banking facility: NZ$150 million from thl’s current lenders (Westpac and ANZ)
•COVID loans: to be repaid shortly after completion
•Canada: continued funding of the Canadian business approved by Apollo’s Canadian lenders at current funding levels
•Asset finance: remainder of the Merged Group’s funding requirement intended to be provided through asset financing, including select
Apollo existing lenders
‒Asset finance facilities are typically uncommitted until drawn upon
‒Available asset financing is expected to exceed the intended Merged Group fleet growth requirements through to the end of FY24
1)Refer to the pro forma balance sheet on page 28 for indicative debt levels of the Merged Group
FY23 Outlook
14
FY23F capexFY23F NPAT
•Gross capex ~NZ$270m – $300m
•Net capex ~NZ$120m
•Fleet expected to grow by ~20% in FY23
•Upgraded NPAT guidance to above NZ$30m, inclusive
of estimated one-off transaction costs of NZ$3.5m
•Gross capex ~NZ$178m
•Net capex ~NZ$93m
•Upgraded NPAT guidance to above ~NZ$21.3m,
excluding estimated one-off transaction costs of
~NZ$3.3m
Merged Group
•Divestment impact – net capex reduction of ~NZ$42m
•Negative impact of synergy implementation costs and
subsequent benefit from synergy realisation
•Reduction in revenue, vehicle depreciation and costs
for 7 months from divestment impact
1.thl FY23F capex guidance as per its FY22 results presentation (and includes immaterial non-fleet capex) and FY23F NPAT guidance as per its NZX announcement on 12 October 2022
2.Apollo FY23F capex guidance as per its FY22 results presentation (and excludes non-fleet capex of ~NZ$3.3m)and FY23F NPAT guidance as per its ASX announcement on 18 October 2022. Apollo financial information has
been currency adjusted at 0.9380 NZD / AUD
3.Not to scale
4.thlFY22 closing rental fleet balance of ~4,000 reflects thl’s reported FY22 closing balance of ~3,850 plus Just go fleet (thl acquired the remaining 51% of Just go on 4 October 2022)
5.Net sales proceeds from the sale of 310 motorhomes in New Zealand and Australia to Jucy
Indicative FY22 – FY23 fleet bridge
3
~4000
4
~2600
~6600
~NZ$42m
5
~NZ$93m
~NZ$120m
Merged Group FY22
closing rental fleet
Rental fleet
divested (CY2022)FY23F net capexFY23F net capex
Merged Group FY23F
closing rental fleet
1
2
Management,
Board and
Shareholders
Sophie Mitchell
Independent
Director
Board and Executive Management
The Merged Group will be governed by a Board of eight directors, comprising the existing thl board as well astwo Independent
Directors from the Apollo Board, Grant Webster and Luke Trouchet as Executive Directors. Cathy Quinn will retain her positionasChair
16
Grant was appointed to the position of Chief Executive Officer of thlin December 2008. Grant has served on
various industry and Government bodies including nine years on the Tourism Industry Aotearoa Board including
periods as Chair and Deputy Chair. Grant was also co-Chair for the New Zealand Government’s Tourism Futures
Taskforce in 2020. Grant joins the Board as Managing Director
Grant Webster
CEO and Managing
Director
New additions to the thlBoard
Executive Management
Continuing Board members
•The Merged Group’s Executive team will include Grant Webster remaining in the role of Chief Executive Officer, in addition tojoining the Board as Managing Director
•Luke Trouchet will also be appointed to the new role of Executive Director – M&A and Global Transitions. In this role, Luke will oversee a number of business projects that are contemplated over
the coming years, including transitional projects in relation to chassis procurement, manufacturing, dealerships and technology solutions, as well as exploration of global M&A opportunities
•Nick Judd will be the Chief Financial Officer of the Merged Group
•The specific Executive structure of the Merged Group, including how duplicate Executive roles between Apollo and thlare 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
Luke Trouchet has been a non-independent director of Apollo since September 2016. Luke was appointed as the
Chief Executive Officer and Managing Director of Apollo’s predecessor entities in 2001, and of Apollo in
September 2016 (when Apollo was incorporated). Since that time he has led the organisation through a strong
growth period, expanding internationally into NZ, USA, Canada, United Kingdom and Europe
Luke Trouchet
Non-Independent,
Executive Director
Sophie has been an independent director of Apollo since September 2016. She is a non-executive director of
Corporate Travel Management Limited, MorgansHoldings (Australia) Limited and is also a member of the
Queensland Advisory Board for AustralianSuper, a board member of the Australia Council for the Arts, and a
board member of Myer Family Investments Pty Ltd. Sophie is a former member of the Australian Takeovers Panel
Robert joined the Apollo Board as an independent director in January 2020. Rob is an experienced director with
current ASX roles including independent director and Chair of the Audit & Risk committee of Flight Centre Travel
Group Ltd and independent chairman of RightCrowdLimited. He is also Chairman of Goodman Private Wealth Ltd
and has several pro bono Board or Advisory Board roles with not-for-profit organisations
Robert Baker
Independent
Director
Cathy Quinn (ONZM)
Chair
Rob Hamilton
Independent Director
Debbie Birch
Independent Director
GráinneTroute
Independent Director
Overview of
Merged
Group
Shared RV Business Model
18
•Both thland Apollo operate a Build/Buy, Rental and Sell
model
•RVs are built at each company’s own manufacturing
facilities or purchased directly from third-party
manufacturers or dealers
•Both operate multiple RV rental brands across each of its
operational jurisdictions, targeting specific segments of the
rental market
•Both own retail sales centres and also sells vehicles through
a network of dealers
Build/Buy
New RVs for rental
operations and
retail sale
Rental
RVs in multiple countries
available for rent
Sell
Ex-rental and new
RVs through RV
retail centres and
dealers
37%
28%
33%
2%
Merged Group
2
Revenue
composition by
business unit
Revenue
composition by
geography
EBIT
composition by
geography
(FY19 only)
3,4,5
22%
49%
28%
1%
59%
31%
10%
RV Rentals
RV Sales
Other revenue
43%
57%
57%
9%
31%
3%
51%
44%
5%
Illustrative Financial Impact of the Transaction
19
Note: the above metrics are based on combined, unadjusted, as reported financial metrics (i.e. thl+ Apollo = Merged Group). FY22 financials do not reflect the
proposed divestment to Jucy (refer page 8)
1.thl revenue and EBIT excludes earnings of joint ventures Just go and Togo Group (exited in 2020)
2.Merged Group metrics have been currency converted at an average exchange rate of 0.9383 and 0.9340 NZD / AUD in FY19 and FY22respectively
FY19
20%
45%
35%
Australia
New Zealand
North America
Europe & UK
FY22
FY19
FY22
FY19
5
24%
76%
0%
FY22
FY19
5
FY22
FY19
FY22
FY19
FY22
17%
64%
19%
Australia
New Zealand
North America
Europe & UK
31%
23%
44%
2%
FY19 revenue and earnings contribution reflects a pre-COVID operating environment, whilst FY22 reflects actions taken specifically as a result of the COVID environment
3.thlFY19 reported EBIT composition by geography excludes Group Support Services & Other of NZ$(6.0)m, Apollo FY19 underlying EBIT
composition by geography excludes elimination of inter-entity charges, interest charged on loans between segments and amortisationof
internally generated intangibles on acquisitions totaling NZ$(1.9)m
4.FY22 not shown as both businesses generated EBIT losses in FY22 as a result of the COVID impacted operating environment
5.Apollo FY19 financials include its US business. US fleet were sold in FY20 and the business put in hibernation
1
33%
58%
9%
29%
66%
5%
22%
36%
42%
78%
6%
11%
5%
47%
22%
28%
3%
New Zealand Business
20
Current conditions and strategy
Closing rental fleet size
3
1.Apollo has the exclusive right to import and distribute Adria in Australia and New Zealand; and the exclusive right to manufacture
Winnebago in Australia and New Zealand
2.Action Manufacturing acquired Freighter NZ from MaxiTRANS in July 2022
3.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding
Key:
thlRV Rental
thl RV Sales
thl Manufacturing
thl Tourism
Apollo RV Rental
Apollo RV Sales
Auckland
Hamilton
Christchurch
Queenstown
•To date, demand and rental yields for the upcoming high season have been above prior
expectations, with yields (across the financial year to date and current summer
bookings) up by more than 35% on FY19 levels over the same time period
•Focus on growth in non-rentals initiatives including growth of capacity for Action
Manufacturing, third party non-RV work and RVSC retail
•Supply chain delays have been evident, resulting in a fleet size below optimal size for the
upcoming summer period as the post-COVID recovery is stronger than anticipated at
this time
Waitomo
1
1
RV
Non-RV
~2,600
~2,300
~2,700
~2,500
~2,000
~1,500
~1,200
~1,000
~900
~900
~900
~900
~800
~700
~600
~500
~3,500
~3,300
~3,600
~3,400
~2,800
~2,200
~1,800
~1,500
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22
Proposed Apollo
divestment
2
Auckland
property
Australia RV Business
21
Current conditions and strategy
1.Apollo has the exclusive right to import and distribute Adria in Australia and New Zealand; and the exclusive right to manufacture
Winnebago in Australia and New Zealand
2.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding
Darwin
Perth
Adelaide
Hobart
Melbourne
Cairns
Brisbane
Newcastle
Sydney
Broome
Alice Springs
Geelong
Key:
thlRV Rental
thl RV Sales
thl Manufacturing
Apollo RV Rental
Apollo RV Sales
Apollo Manufacturing
•Australia is experiencing strong post-COVID recovery, with rental yields (across the
financial year to date and current summer bookings) up by more than 70% on FY19
levels
•Material property synergies expected with the current overlap of rental branches
•Apollo is a material beneficiary of the current strength in the Australian vehicle sales
market due to its distributed retail dealership network. The network offers significant
scale benefit, while sales of third-party brands lends an element of downside protection
Closing rental fleet size
2
Kratzmann
1
1
RV
Non-RV
~1,700
~1,600
~1,700
~1,400
~1,200 ~1,200
~1,100
~1,200
~1,900
~1,900
~1,900
~1,600
~1,400
~1,100
~1,100
~1,000
~3,500
~3,600
~3,600
~3,100
~2,600
~2,400
~2,200 ~2,200
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22
Proposed Apollo
divestment
Perth, Alice Springs,
Darwin and Hobart
properties
Orlando
North America RV Business
22
Current conditions and strategy
Note: thl also has licensees in Reno, Corona, Sacramento, San Diego, Santa Cruz, Ventura / Oxnard, Victorville, Miami, Chicago, Salt Lake City
and Denver
1.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding
Vancouver
Edmonton
Calgary
Toronto
Halifax
Los Angeles
San Francisco
Seattle & Ferndale
Montreal
Las Vegas
Dallas
Denver
New Jersey
•The North American businesses operate on a more decentralisedmodel than New
Zealand and Australia. There are expected to be limited operational changes in the near
to medium term
•Over time, there are expected to be opportunities to leverage the expertise and
procurement capabilities of each business to realise synergies
Key:
Closing rental fleet size
1
~1,700
~2,400
~2,100
~1,800
~1,000
~1,500
~1,100
~1,600
~1,100
~1,500
~1,400
~1,300
~800
~600
~700
~800
~2,800
~3,900
~3,500
~3,200
~1,800
~2,100
~1,800
~2,500
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22
Apollo’s Canadian properties
•Apollo is currently exploring a sale and leaseback arrangement of its owned Canadian
properties in Vancouver, Calgary, Toronto and Halifax
thlRV Rental
thl RV Sales
Apollo RV Rental
Apollo RV Sales
Apollo RV Rental (sale & leaseback)
Apollo RV Sales (sale & leaseback)
Whitehorse
Europe and UK RV Business
23
Current conditions and strategy
United Kingdom & Ireland
Germany
Edinburgh
London
Belfast
Dublin
Hamburg
•There will be opportunities to align the businesses over time
Key:
thlRV Rental
thl RV Sales
Apollo RV Rental
Apollo RV Sales
Closing rental fleet size
2
Just go motorhomes transaction
•On 4 October 2022, thlacquired the remaining 51% interest in its UK joint venture, Just
go motorhomes for a purchase price of £5.355m (approximately NZ$10.7m)
•The purchase price was satisfied through a cash payment of £1.35m and the issue of
2,941,857 ordinary shares in thl for the remaining £4.005m
1
1.The issue price per share was $2.618, being the 90 day volume weighted average price to 31 August 2022 or ordinary shares in thl
2.Total closing rental fleet size may differ to the sum of thl’s fleet size and Apollo’s fleet size due to rounding. thl owned 49% of Just go
motorhomes until September 2022 when it acquired the remaining interest
~100
~300
~100 ~100 ~100
~200 ~200 ~200
~200
~300
~400
~300 ~300
~300 ~300
~200
~300
~700
~500
~400 ~400
~500 ~400
~400
Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22
24
Dividend Policy
•Prior to being suspended due to the impact of the COVID-19 pandemic, thl's dividend policy was a payout
ratio of 75%to90% of NPAT
•The dividend policy is to be reviewed by the Board of the Merged Group by the time of the FY23 results
announcement in August 2023
•Thecurrentintentionof thethlBoardis that dividends willrecommence, most likely at a lowerpayout
ratiothanwas paid prior to theCOVID-19pandemic,oncethe Merged Grouphas delivered a full financial
year of profit similar to pre-COVID performance and the leverage ratio is at a level where lender consent is
no longer required for distributions to shareholders
•Thereview of thedividend policywill, among other matters, consider:
1)the equity ratio of theMerged Group;
2)theavailability of tax imputation and franking credits;and
3)the Merged Group’s future growth capital requirements, includingas it focuses on re-fleeting in the
near-medium term to take advantage of expected recovery and other opportunities.
A Future Fit Merger
The proposed merger is aligned with thl’s Future Fit
programme to improve the sustainability of the business.
Apollo shares our commitment to becoming a business that
focuses on multiple stakeholder impacts and benefits.
Through site and fleet rationalisation,
thl anticipates being
able to service our customers using fewer resources and
therefore less environmental impact.
25
Climate & Carbon Strategy
Future Fleet Programme
Pooling of financial resources and improved scale accelerates progress on the
electrification of our fleet
Sustainable Procurement
Circular Economy Pilots
Aligned procurement practices and procedures that recognisesocial, economic and
environmental factors
Accelerate
Partnership for Positive Impacts
Bringing together expertise in operational excellence, industry health & safety and local
community engagement in New Zealand and Australia
Ignition
Creating Future-Fit branches
Consolidating and establishing large scale joint branches, incorporating Future Fit needs
around water use, waste and emissions
Indicative Timetable
26
Key eventIndicative date
Enter in Scheme Implementation Deed
10 December 2021
Scheme Meeting
3.00pm (NZDT) on Friday, 11 November 2022
Second Court Date
12.00pm (NZDT) on Friday, 18 November 2022
Effective Date
Monday, 21 November 2022
Scheme Record Date
9.00pm (NZDT) on Wednesday, 23 November 2022
Completion of the Asset Divestment
Wednesday, 30 November 2022,
in any event prior to Scheme implementation
Implementation Date
Wednesday, 30 November 2022
thl shares issued as consideration for the merger commence trading on the NZX
Thursday, 1 December 2022
Admission of thlto the ASX as a foreign exempt listing
Thursday, 1 December 2022
thl shares issued as consideration for the merger commence trading on the ASX
As soon as reasonably practicable following
admission to ASX
Note: All dates are indicative only and subject to change
Appendix:
Pro Forma
Accounts
Merged Group FY22 Pro Forma Balance Sheet
28
Note: Pro forma statements have been consolidated for brevity. Refer to page 31 which details the basis of preparation of theMerged Group pro forma financial information
1)NTA per share has been calculated using the shares outstanding as at 30 June 2022 for each of thl(152,060,700) and Apollo (186,150,908). For the Merged Group, the Merged Group total shares on issue post-Scheme of 214,013,514 (refer page 11), which includes 2,941,857 thlshares issued
on 4 October 2022 for the acquisition of the remaining 51% of Just go and any additional thlshares issued between the Deed of Variation to the SID and the date of this presentation, has been used for the calculation
NZ$m, as at 30 June 2022thl
Apollo adjusted,
translated and
reclassified
Scheme
adjustmentsDivestmentJust goProperty sale
Merged Group
pro forma
consolidated BS
Assets
Cash and cash equivalents38.8 40.3 (6.0)16.6 7.7 32.9 130.4
Trade and receivables and other assets33.1 13.7 (0.4)-2.6 -48.9
Inventories67.3 59.6 --0.9 -127.8
Property, plant and equipment311.8 147.2 -(29.0)11.4 (40.4)401.0
Right-of-use assets - Fleet-64.0 ----64.0
Right-of-use assets - Property70.8 22.9 ---23.6 117.3
Intangible assets (including goodwill)55.4 25.5 133.7 ---214.6
Investments in/advances to associates and JVs6.0 ---(6.0)--
Investments accounted for using equity method-2.8 ----2.8
Other assets12.7 13.2 (7.9)(2.8)0.1 -15.3
Total assets
595.8 389.0 119.4 (15.1)16.8 16.1 1,122.0
Liabilities
Interest bearing loans and borrowings97.3 186.0 -(25.3)10.4 (29.2)239.3
Trade and other payables31.9 19.0 --3.1 -54.0
Revenue in advance26.0 27.0 -(0.3)--52.7
Lease liabilities82.6 83.1 ---35.1 200.9
Other liabilities26.3 35.5 4.6 1.1 1.9 3.3 72.7
Total liabilities
264.2 350.7 4.6 (24.5)15.4 9.3 619.7
Equity
Share capital279.0 92.7 66.4 -(6.0)-432.2
Retained earnings37.7 (42.1)36.1 9.4 7.3 6.8 55.2
Other equity15.0 (12.3)12.3 ---15.0
Total equity
331.7 38.3 114.8 9.4 1.4 6.8 502.3
Total equity and liabilities
595.8 389.0 119.4 (15.1)16.8 16.1 1,122.0
Key balance sheet metrics
Equity ratio (net of intangibles)51.1% 3.5% 31.7%
NTA per share
1
$1.82 $0.07 $1.34
Merged Group FY22 Pro Forma P&L
29
NZ$m, twelve months ending 30 June 2022thl
Apollo adjusted,
translated and
reclassified
Scheme
adjustmentsDivestmentJust goProperty sale
Merged Group
pro forma
consolidated P&L
Sales of services
118.9 67.7 --8.6 -195.2
Sales of goods
226.9 214.6 --2.7 -444.2
Total revenue
345.8 282.3 --11.4 -639.5
Cost of sales
(150.8)(176.4)--(4.9)-(332.1)
Gross profit
195.0 105.9 --6.5 -307.4
Administration expense
(51.4)(15.8)(6.0)-(3.4)-(76.6)
Operating expenses
(147.5)(88.6)----(236.0)
Other income
10.8 1.2 -13.3 0.0 10.1 35.4
Operating (loss) / profit before financing costs
6.9 2.8 (6.0)13.3 3.0 10.1 30.1
Net finance costs
(10.7)(10.5)--(0.3)-(21.5)
Share of profit / (loss) from associates and joint
ventures
1.1 ---(1.1)--
(Loss) / profit before tax
(2.7)(7.6)(6.0)13.3 1.6 10.1 8.6
Income tax benefit
0.6 2.7 -(3.9)(0.5)(3.3)(4.4)
(Loss) / profit for the year
(2.1)(5.0)(6.0)9.4 1.2 6.8 4.2
Note: Pro forma statements have been consolidated for brevity. Refer to page 31 which details the basis of preparation of theMerged Group pro forma financial information
Merged Group FY22 Pro Forma Cash Flow
30
NZ$m, twelve months ending 30 June 2022thl
Apollo adjusted,
translated and
reclassified
Scheme
adjustmentsDivestmentJust goProperty sale
Merged Group
pro forma
consolidated CF
Cash flows from operating activities
Receipts from customers128.3 300.6 -(0.3)21.4 -449.9
Proceeds from sale of goods227.3 34.6 -42.3 (2.5)-301.6
Payments to suppliers and employees(199.1)(291.6)(6.0)-(8.2)-(504.8)
Purchase of rental assets(164.5)(32.8)----(197.3)
Net interest paid / (recevied)(10.5)(11.0)----(21.5)
Taxation received / (paid)(4.2)0.1 ----(4.1)
Other operating cash flows0.9 -----0.9
Net cash flows from/(used in) operating activities(21.6)(0.2)(6.0)41.9 10.7 -24.8
Cash flows from investing activities
Net sale / (purchase) on property, plant &
equipment
(2.8)(0.7)--(3.9)62.1 54.7
Other investing cash flows 18.5 (1.1)----17.5
Net cash flows from/(used in) in investing activities15.8 (1.7)--(3.9)62.1 72.2
Cash flows from financing activities
Payment for lease liability principal(9.6)(35.7)----(45.3)
Net proceeds / (repayments) from borrowings12.9 26.8 -(25.3)(5.3)(29.2)(20.0)
Other financing cash flows 0.2 -----0.2
Net cash flows from/(used in) financing activities3.5 (8.9)-(25.3)(5.3)(29.2)(65.1)
Net increase/(decrease) in cash and cash equivalents(2.4)(10.8)(6.0)16.6 1.6 32.9 31.9
Opening cash and cash equivalents38.1 48.5 n/a -6.1 -92.7
Exchange (losses)/gains on cash and cash equivalents3.1 2.6 n/a n/a 0.1 n/a 5.7
Closing cash and cash equivalents38.8 40.3 (6.0)16.6 7.8 32.9 130.4
Note: Pro forma statements have been consolidated for brevity. Refer to page 31 which details the basis of preparation of theMerged Group pro forma financial information
Notes related to the Historical Pro Forma Financial Information
31
Section 1.2: Basis of preparation: The Merged Group pro forma financial information is non GAAP financial information. The Merged Group pro forma financial information is presented for informational purposes only and is not
intended to present, or be indicative of, what results from operations or financial position would have been had the events actually occurred on the dates indicated, nor is it meant to be indicative of future results from operations
or financial position for any future period or as of any future date. The Merged Group pro forma financial information does not give effect to the potential impact of current financial conditions, or any anticipated synergies that
may result from the implementation of the Scheme and subsequent integration of the two businesses
Note 1: thlmanagement performed an initial review of the accounting policies of Apollo to determine if any differences in accounting policies require reclassification or adjustment to the Merged Group Pro Forma Financial
Information. As a result of that preliminary review, thl’s management did not identify any material differences in accounting policy.
Note 2: Apollo’s Apollo financial information has been currency adjusted at 0.9031 NZD / AUD for the purposes of the Balance Sheet, and currency adjusted at 0.9380 NZD / AUD for the purposes of the P&L and Cash Flow. Apollo’s
financial information has reclassified to align the presentation of certain financial statement captions with thl.
Note 3: Scheme adjustments relate to impacts on the financial statements arising from the implementation of the Scheme. For the purpose of the Merged Group pro forma financial information, the fair value of Apollo’s
identifiable assets acquired, and liabilities assumed, have been presented on a provisional basis at book value. The purchaseprice consideration is based on the closing share price for thlon the 6 October 2022. Any material
changes in the share price between this date and the date of acquisition for accounting purposes will impact the purchase price consideration recognised for financial reporting purposes.
Note 4: Scheme adjustments for administration expenses and a reduction in cash and retained earnings relate to the balance ofadvisor costs which are expected to be incurred in FY23 as part of the Scheme implementation.
Note 5: No adjustment has been made for one-off and unusual items and the impact of the Covid-19 pandemic. This is on the basis that no items were recognised in the period and adjustment for Covid-19 could be misleading and
the impact from the pandemic is not limited to one period.
Note 6: thlacquired shares in Apollo prior to 30 June 2022. This has been reflected in the pro forma trade and other receivables asset andshare capital based on the market value of Apollo’s shares as at 30 June 2022.
Note 7: At 30 June 2022, the Apollo tax consolidated group had carried forward Australian tax losses of approximately A$10.3m. The transfer of carried forward tax losses in entities joining tax consolidated groups requires that
modified versions of the continuity of ownership or business continuity test are satisfied. As the ability to use the balanceofcarried forward Australian tax losses will depend upon whether these loss utilisation tests will be satisfied
(and, if so, the relevant available fraction), there is a risk that the carried forward Australian tax losses may not be available (or practically limited) at a future time for use by thl. As such, no deferred tax asset has been recognised
in the Historic pro forma for the Australian tax losses. Apollo’s tax losses in New Zealand and Australia should be availableand sufficient to offset any gains resulting from the Divestment, this is discussed further in note 8.
Note 8: A pro forma adjustment for the divestment of Apollo fleet to meet Australian Consumer and Competition Commission (“ACCC”) and New Zealand Commerce Commission (“NZCC”) agreements is reflected as an increase in
cash and retained earnings, and a reduction in current and non-current ‘interest-bearing loans and borrowings’, and the ‘property, plant and equipment’ asset. Any related forward bookings have been reflected in the pro forma
unaudited statement of financial position as a reduction in ‘revenue in advance’ and cash. As the divestment to Jucy will occur immediately before the Scheme Implementation and the resulting change in the shareholding of
Apollo’s, Apollo’s tax losses in New Zealand and Australia should be available and sufficient to offset the taxable gains arising on the divestment to Jucy, given those gains will arise prior to the Scheme Implementation. If it was
determined that the tax losses could not be offset against the taxable gains in New Zealand and/or Australia, the approximatetax liabilities would be NZ$1.6m and A$5.0m respectively.
Note 9: Following the implementation of the Scheme, Apollo intends to sell its Canadian properties. These properties are included in Apollo’s property plant & equipment balance. Pro forma adjustments have been made to reflect
the intended sale of this property based on expressions of interest, inclusive of the entries related to the commencement of a proposed new property lease that will be expected upon sale.
Note 10: thl acquired the remaining 51% of shares in Skewbald Limited, trading as Just Go, on 4 October 2022. A pro forma adjustment has beenmade to reflect the Merged Group inclusive of Just Go as if it were a subsidiary
company of the Merged Group. thlcurrently reports its investment in Just Go as an investment in an associate. The pro forma adjustment includes 100% of Just Go’s 30 June 2022 financial performance, position and cash flows as if
it were a subsidiary company, and reverses the earnings received from associates and the investment in associates. This pro forma adjustment does not include acquisition accounting which has yet to be determined.
Appendix:
Overview of
Apollo
33
History of Apollo
Founded
in 1985 by
Trouchet
family
1988: Brisbane
head office
established
2001:
Luke Trouchet and
Karl Trouchet
appointed as CEO
and CFO respectively
2006: Hippie
Camper brand
launches
2003: First
New Zealand
branches open
2005: Brisbane
factory opens,
manufacturing
Apollo-owned
TA LV O R RVs
2008: First
United States
branch opens
2009: Shareholding
in CanaDreamin
Canada purchased
2013: Exclusive
importer &
distributor license
of Adria RVs in
Australia
2014: Exclusive domestic license
to manufacture or import &
distribute Winnebago RVs in
Australia
2015: Brisbane
Retail
Dealership
opens
2016: Sydney and
Melbourne Retail
Dealerships open
2016: Lists
on the ASX
2017:
Acquisition of
remaining
interests in
CanaDream
2017: Acquisition
of Kratzmann
Caravans and
Sydney RV in
Australia
2018:
Acquisition of
CamperCoin the
United Kingdom
2018: Acquisition
of George Day
Caravans in
Australia
2019: Acquisition
of Coromaland
Windsor brands
and other assets
from Fleetwood
in Australia
2020: Hibernation of
United States
operations in
response to COVID-19
2017 – 2018:
Strong acquisition growth phase
2021: Brisbane RV
Service & Repair
Centre opens
c”
Trouchet Family
Brothers Luke and Karl Trouchet, whose parents founded Apollo in
1985 and who are currently the respective CEO & Managing Director
and Executive Director (Strategy & Special Projects) of Apollo, will
remain actively engaged in the Merged Group with a 14.5%
shareholding
1
•Gus and Carolyn Trouchet established Apollo in Brisbane in 1985, having
developed a love for campervans during a family holiday in New Zealand.
Both Luke and Karl Trouchet grew up in the family business and since taking
over from their parents in 2001, have led Apollo on its next phase of growth
as it evolved into a multi-national RV rental and sales company
•In the Merged Group, Luke Trouchet will move into the role of Executive
Director – M&A and Global Transitions. Currently the majority shareholder of
Apollo, the Trouchet family has illustrated its intent to continue to be a long-
term supporter of and actively engaged in the Merged Group with a 14.5%
stake
1
•The Trouchet family have proposed to enter into voluntary escrow terms, the
terms are outlined on page 12
•thlhas a proud history of ongoing engagement with owner operators.
Continuing with the business today are:
‒Former owner of Road Bear
‒Former owner of El Monte
‒Former joint venture partner with Just go
‒Former joint venture partner with Action Manufacturing
34
Brothers Karl (left) and Luke Trouchet (right) on a family holiday with an early Apollo RV
The two businesses have similar operations and like-minded cultures, and
we both strongly believe in the potential of the global RV market. I am very
much looking forward to joining the Board and executive of thland am
excited by the prospects of what the two companies can achieve together.
Luke Trouchet, Apollo Managing Director
“
1)Includes 2,941,857 thlshares issued on 4 October 2022 for the acquisition of the remaining 51% of Just go and any additional thlshares
issued between the Deed of Variation to the SID and the date of this presentation
Australia
~1,050
New Zealand
~500
Canada
~850
Europe & UK
~250
AustraliaNew ZealandCanadaEurope & UK
RV Sales
•New and ex-rental RVs
distributed via eight
owned retail sales
centres
•New and ex-rental RVs
distributed via two
operated sites
1
and
third party dealers
•Ex-rental RVs
distributed via five
operated sites
1
and
third party dealers
•Ex-rental RVs
distributed via five
operated sites
1
and
third party dealers
Apollo RV rental
brands
•StarRV, Apollo, Cheapa
Campa, Hippie
•StarRV, Apollo, Cheapa
Campa, Hippie
•CanaDream•Bunk, Apollo
Manufacturing
/ Fleet sourcing
•RVs manufactured by Apollo in its Brisbane
manufacturing facility (some shipped to New Zealand
for rental fleet), or acquired direct from
manufacturers
•Brisbane manufacturing facility has an estimated
current capacity of ~2,000
2
•Exclusive right to import and distribute Adria in
Australia and New Zealand; exclusive right to
manufacture Winnebago in Australia and New
Zealand; owns TALVOR, Windsor and Coromal brands
3
•RVs acquired direct from manufacturer or wholesale
via intermediaries or dealers
Apollo Business Overview
35
RV Rental fleet geographical split
4
1.Apollo sites service both its rental and sales operations in New Zealand, Canada, Europe & UK
2.~852 RVs produced for Apollo’s Rental and Sales operations in FY22. This production figure was impacted by COVID-19 related staff shortages and absenteeism due to sickness, as well as supply chain issues and a cautious ramp up by Apollo in the early half of the year in conjunction with
the reopening of global tourism and the subsequent demands on Apollo’s Australian rental fleet
3.Winnebago, TALVOR and Windsor currently exclusively manufactured in Apollo’s Brisbane manufacturing facility, Coromalcurrently contract manufactured by third party
4.As at30 June 2022
End
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.