successful completion of recapitalisation

Announcement just out



For further information please contact
REGISTRY

Investor Relations: 1300 309 676 Computershare Investor Services Pty Ltd

E-mail: [email protected] Level 19

Website: www.livingandleisure.com.au 307 Queen Street

BRISBANE QLD 4000
LIVING AND LEISURE AUSTRALIA GROUP
COMPRISING:

Living and Leisure Australia Trust
ARSN 092 701 589
(Responsible Entity: Living and Leisure Australia Management Limited
ABN 60 101 634 315, AFSL 280985) and
Living and Leisure Australia Limited
ABN 92 107 863 445



SUCCESSFUL COMPLETION OF RECAPITALISATION

Living and Leisure Australia Group (LLA) has successfully completed its recapitalisation proposal
as described in the offer document for LLA’s rights offer dated 4 July 2008 (Prospectus).

The major elements of the recapitalisation include:

• The issue today of new stapled securities under the rights offer to raise $100 million;

• The introduction of new securityholders with the potential to add significant strategic value to
the future growth of the business including investment vehicles of Arctic Capital Limited,
Morgan Stanley Strategic Finance Group and Goldman Sachs Asian Special Situations
Group;

• Refinancing over $200 million of current debt including discharging today its current senior
secured facility with National Australia Bank and entering into new senior secured term and
working capital facilities with Australia and New Zealand Banking Group;

• Reducing gearing from over 50% to 30% and restructuring current unsecured debt owed to
the Premium Income Fund (PIF) with long term mezzanine facilities with the incoming major
securityholders and PIF as described in the Prospectus;

• Securing for the benefit of LLA the compromise of $5 million of LLA’s PIF debt as described
in the Prospectus;

• The execution of definitive documentation by Arctic Capital Limited to acquire Living and
Leisure Australia Management Limited (LLAM), the responsible entity of the Living and
Leisure Australia Trust from the Octaviar group; and

• Retaining maximum value for existing securityholders following the liquidity issues
confronting LLA’s previous major securityholder and the demands by LLA’s former senior
secured facility provider to repay debt.
The Rights Offer
Under the rights offer LLA received valid subscriptions for 105,123,557 new securities. The
Underwriter, Arctic LES (Ireland) Limited, together with Morgan Stanley and Triumph II
Investments (Ireland) Limited (Triumph II Investments), an indirect wholly owned subsidiary of
Goldman Sachs Group Inc., have subscribed in aggregate for 2,394,876,443 new securities to
raise $100 million. Following the rights offer, Arctic holds 49.3% of LLA’s issued securities,
Morgan Stanley holds 19.9% and Triumph II Investments holds 19.4%.

Julanne Shearer, the Independent Chair of LLA, said “We are very pleased for all of our
securityholders and our other stakeholders that we have been able to complete the rights offer
and recapitalise LLA. As discussed in our Prospectus, LLA looks forward to consolidating its
previous growth initiatives.”

“The recapitalisation has significantly reduced LLA’s gearing and places LLA in a position to
pursue future growth.”


For further information please contact
REGISTRY
Investor Relations: 1300 309 676 Computershare Investor Services Pty Ltd
E-mail: [email protected] Level 19
Website: www.livingandleisure.com.au 307 Queen Street
BRISBANE QLD 4000
“LLA’s underlying business continues to perform well and LLA’s management is looking forward
to being able to focus more fully on the businesses following the recapitalisation. LLA will work
closely with Arctic Capital to maximise the businesses’ returns and efficiencies.”
Mr Craig Carracher, the Chief Executive Officer and Managing Partner of Arctic Capital Limited,
which underwrote the recapitalisation proposal, said Arctic Capital, Morgan Stanley and Goldman
Sachs were each attracted to LLA by:
• LLA’s strong cash flow operating businesses;
• LLA having largely completed significant capital expenditure investment across its
businesses including specifically its investment and expansion in the treetops walks business
with the opening of the Illawarra Fly, the investment in snow making infrastructure at Mt
Hotham and Falls Creek and the launch later this year of the new Antarctic Exhibition at
Melbourne Aquarium which almost doubles the floorspace of that aquarium; and
• The strong platform of “edutainment” assets that LLA has aggregated and the potential
growth across the developing Asian markets for education based entertainment assets.”
“We look forward to working closely with management to further improve operational
performance across the businesses, to support the execution of the Asian growth platform and to
add value to the existing strong management team at each of the businesses.”
Arctic Capital acquires LLAM
Arctic Capital has entered into a share acquisition agreement to acquire LLAM, the responsible
entity of the Living and Leisure Australia Trust, from the Octaviar group and expects that it will
complete the acquisition of LLAM in the next few weeks following it obtaining of a number of
consents from third parties.
Julanne Shearer
Independent Chair
6 August 2008
Media enquiries:
Carrie Mietzel at Rowland on 07 3229 4499 or 0407 790 419
About Arctic Capital
Arctic Capital is a wholly owned Hong Kong subsidiary of Consolidated Press Holdings Limited
(CPH) established in 2007 to manage third party funds across the Asian and Australasian
markets. Arctic Capital is the investment advisor to the Arctic Asia Opportunities Fund, LP
(Fund), its first pan Asian private equity fund. The Fund maintains a conservative, low gearing
investment strategy focused on, privileged and/or compelling opportunities that leverage the high
growth Asian markets. Arctic Capital’s senior professionals include long term executives from
within the CPH group complemented by a growing team of professionals from the Asian region.
Arctic Capital has offices in Hong Kong and is opening a representative office in Beijing
supported by CPH’s Sydney office infrastructure.
About Morgan Stanley
Morgan Stanley Strategic Finance Group is a principal investment group based in Hong Kong,
focussed on opportunities across the Asia Pacific.
Morgan Stanley is a leading global financial services firm providing a wide range of investment
banking, securities, investment management and wealth management services. Morgan
Stanley’s employees serve clients worldwide from more than 600 offices in 33 countries.
For further information please contact
REGISTRY
Investor Relations: 1300 309 676 Computershare Investor Services Pty Ltd
E-mail: [email protected] Level 19
Website: www.livingandleisure.com.au 307 Queen Street
BRISBANE QLD 4000
About Triumph II Investments
Triumph II Investments is a company incorporated under the laws of Ireland and is an indirect
wholly-owned subsidiary of the Goldman Sachs Group, Inc. (Goldman Sachs). Triumph II
Investments is an investing entity managed by the Asian Special Situations Group (Hong Kong
office), a group that engages in principal investments throughout Asia-Ex Japan including China,
India, Korea, SE Asia, the Philippines and Australia. The group’s wide investment mandate
includes debt instruments, such as distressed, mezzanine and structured transactions, to public
and private equity, hard asset and real estate transactions and opportunistic investing, such as
high yield and growth opportunities.
Goldman Sachs is a leading global investment banking, securities and investment management
firm that provides a wide range of services worldwide to a substantial and diversified client base.
Founded in 1869 it is one of the oldest and largest investment banking firms headquartered in
New York and maintains offices in most financial centres around the world.