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thl receives revised non-binding indicative offer

M&A28 May 2026THLConsumer Discretionary

Tourism Holdings Limited
470 Oruarangi Road, Māngere,

Auckland 2022

PO Box 4293, Shortland Street,

Auckland 1140, New Zealand

www.thlonline.com



29 May 2026


NZX | ASX | MEDIA RELEASE

TOURISM HOLDINGS LIMITED (thl)


THL RECEIVES REVISED NON-BINDING INDICATION OF INTEREST FOR THE ACQUISITION OF THL


Tourism Holdings Limited (NZX:THL, ASX:THL, “thl” or “the Company”) advises that on the evening of 28 May

2026, it received a revised unsolicited, conditional, non-binding indication of interest (Revised NBIO) from a

special purpose vehicle representing a consortium of BGH Capital (BGH) and the family interests of Luke and

Karl Trouchet (the Consortium) for the acquisition of thl. The Consortium currently holds approximately 19.9%

of the shares in thl.


The Revised NBIO refers to an indicative all-cash offer of NZ$3.10 per share.


It is subject to a number of conditions including the satisfactory completion of due diligence, finalisation of

debt arrangements, and BGH receiving final approval from its Investment Review Committee to submit a

binding proposal. It is also conditional on thl’s Board unanimously recommending shareholders accept the

proposal, in the absence of a superior proposal and subject to an independent adviser concluding that the

proposal is within or above the independent adviser’s valuation range for thl shares.


The Company has been advised by shareholders holding approximately 16% of the Company’s shares that

they are supportive of thl engaging with the Consortium and granting it due diligence access.


The Board will act in what it considers to be the best interests of the Company and all its shareholders,

including assessing the merits of this Revised NBIO and whether to engage further with the Consortium

(including as to whether to grant due diligence access).


The Revised NBIO is expressed to expire at 5:00pm (NZT) on 12 June 2026 if thl has not responded by then.


There is no certainty that the Revised NBIO will result in a transaction. thl shareholders do not need to take

any action at this time in relation to the Revised NBIO. The thl Board will continue to keep shareholders and

the market informed of material developments.


ENDS


Authorised by:


Cathy Quinn, ONZM

Chair




For further information contact:


Media | Investors | Analysts:

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 listed on the NZX and ASX (code: THL) and is the largest commercial RV rental operator

in the world. In New Zealand/Australia, thl operates rental brands (Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa),

manufacturing (Action Manufacturing), retail brands (Talvor, Kea, Winnebago, Adria, Coromal, Windsor), retail

dealerships (RV Super Centre, Apollo RV Sales, George Day, Camperagent), travel technology (Triptech) and tourism

attractions (Kiwi Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave,

Aranui Cave and The Legendary Black Water Rafting Co.). In North America, thl operates the Road Bear RV, El Monte RV,

CanaDream, Britz and Mighty rental brands.

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.

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