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Tourism Holdings Receives Revised Non-Binding Acquisition Offer

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Consortium led by BGH Capital proposes NZ$3.10 per share for the global RV rental operator.

Tourism Holdings Limited (ASX:THL), a global tourism operator listed on the NZX and ASX, and the largest commercial RV rental operator in the world, has announced it received a revised unsolicited, conditional, non-binding indication of interest (Revised NBIO) for its acquisition. The offer, received on the evening of 28 May 2026, comes from a special purpose vehicle representing a consortium comprising BGH Capital (BGH) and the family interests of Luke and Karl Trouchet. The Consortium, which currently holds approximately 19.9% of THL shares, has put forward an indicative all-cash offer of NZ$3.10 per share.

The Revised NBIO is subject to several conditions. These include the satisfactory completion of due diligence by the Consortium, finalisation of debt arrangements, and BGH receiving final approval from its Investment Review Committee to submit a binding proposal. Additionally, the offer is conditional on THL’s Board unanimously recommending shareholders accept the proposal, provided there is no superior offer and an independent adviser concludes the proposal is within or above their valuation range for THL shares. Shareholders holding approximately 16% of the Company’s shares have advised THL of their support for engaging with the Consortium and granting due diligence access.

The THL Board will now assess the merits of this Revised NBIO, acting in what it considers to be the best interests of the Company and all its shareholders. This includes determining whether to engage further with the Consortium, including granting 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. THL has reiterated that there is no certainty the Revised NBIO will result in a transaction, and shareholders are not required to take any action at this time.

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