SPH Notice – Tourism Holdings Limited

1
Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tourism Holdings Limited
Date this disclosure made: 2 December 2024
Date last disclosure made: 1 December 2023
Date on which substantial holding ceased: 30 November 2024
Substantial product holder(s) giving disclosure
Full name(s): Tourism Holdings Limited
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares – THL
Summary for Tourism Holdings Limited
For last disclosure,—
(a) total number held in class: 15,480,012
(b) total in class: 217,231,623
(c) total percentage held in class: 7.126%
For current holding after ceasing to have substantial holding,—
(a) total number held in class: 0
(b) total in class: 220,064,464
(c) total percentage held in class: 0%
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure:
On 1 December 2022, thl advised the market in its substantial product holder notice, of its
power to control the sale of shares under escrow provisions contained in:

• each of the Escrow Deeds entered into with each of the persons named in the
Schedule on 17 November 2022 (collectively, the Trouchet Shareholders); and

• an Escrow Deed entered into with Alpine Bird Manufacturing Limited on 15 March
2021.

Pursuant to the Escrow Deeds, on the close of 30 November 2023, the “First Embargo
Period” (being 12 months) ended and thl’s power to control the sale of shares held by the
Trouchet Shareholders (by escrow) reduced from 90% of the shares (being 27,864,021

2
shares) to 50% of the shares. Additionally, on 15 March 2023, thl’s power to control the
sale of shares held by Alpine Bird Manufacturing Limited ceased. On 1 December 2023, thl
advised the market of these movements in substantial holding in its substantial product
holder notice.

On the close of 30 November 2024, the “Second Embargo Period” (being 24 months) under
the Escrow Deeds ended and thl’s power to control the sale of shares held by the Trouchet
Shareholders (by escrow) ceased.

Additional information
Address(es) of substantial product holder(s): Level 1, 83 Beach Road, Auckland 1010, New
Zealand
Contact details: Steven Hall
Ph: +64 27 665 2143
Email: Steven.Hall@thlonline.com
Certification
I, Steven Hall, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.


Schedule

Shareholders with escrowed shares as a result of the Scheme of Arrangement
Name of Shareholder Beneficial Owners
Barmil Enterprises Pty Ltd (as trustee for the
Lurk Investment Trust)
Luke Trouchet and Karl Trouchet
Eastglo Pty Ltd as trustee for the Trouchet
Super Fund
Luke Trouchet, Karl Trouchet, Carol Trouchet
and Walter Trouchet
KRLG Pty Ltd as trustee for the KL Trust Luke Trouchet and Karl Trouchet