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- Release Date: 31/10/12 19:00
- Summary: ALLOT: THL: Issue of securities to complete merger transactions
- Price Sensitive: No
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THL
31/10/2012 17:00
ALLOT
REL: 1700 HRS Tourism Holdings Limited
ALLOT: THL: Issue of securities to complete merger transactions
31 October 2012
Market Announcements?NZX Limited?Wellington
Issue of securities to complete merger transactions
Tourism Holdings Limited (THL) advises that it has issued a total of
12,019,197 ordinary shares as part of the transaction whereby THL purchased
the motorhome rental sales business and assets of each United Vehicle Rentals
Limited (United) and Kea Campers (New Zealand) Limited (Kea). 6,444,265
shares have been issued to United, and 5,574,932 have been issued to Kea.
For the purposes of NZSX Listing Rule 7.12.1, THL confirms the following
details in relation to the share issue:
1. Class of security
ISIN Ordinary Shares
NZHELE000159
2. Number issued 12,019,197
3. Issue price $0.619 per share. The shares were issued in part
consideration for the acquisition of the motorhome and rental sales business
and assets of United and Kea.
4. Payment terms The shares were issued as fully paid and were paid
for by way of set-off against the purchase price paid to each United and Kea
by THL under the Sale and Purchase Agreements entered into between THL and
United, and THL and Kea (Agreements).
5. Amount paid up Fully paid
6. Percentage of class of securities United: 5.848% (post
allotment)
Kea: 5.059% (post allotment)
7. Reason for issue Shares issued as part of the transaction
whereby THL purchased the business and assets of each United and Kea.
8. Authority for issue Director's resolution and ordinary resolution
of shareholders under Listing Rule 7.3.1.
9. Terms of issue The shares are issued on the same terms as existing
ordinary shares in THL. The shares are subject to a trading restriction as
set out in Escrow Deeds entered into between THL and United, and THL and Kea.
Under those Escrow Deeds each of United and Kea will retain the legal and
beneficial ownership of 100% of the shares issued to them for a period of six
months from completion of the Agreements, not less than 80% of the shares for
a period of one year from completion and not less than 50% of the shares for
a period of two years from completion, except in specified circumstances.
10. Number of securities in existence after issue 110,199,920 ordinary
shares
11. Treasury stock n/a
12. Date of issue 31 October 2012
Yours faithfully
Tourism Holdings Limited
Ian Lewington
Chief Financial Officer
End CA:00229158 For:THL Type:ALLOT Time:2012-10-31 17:00:39
