THL - Tourism Holdings

[Sideshow Bob]

thl Annual Results FY21 - NZX, New Zealand’s Exchange


thl Annual Results FY21

26/8/2021, 8:30 amFLLYR26 August 2021
MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)
ANNUAL RESULTS FOR THE YEAR ENDING 30 JUNE 2021
Summary:
•Statutory net loss after tax of $14.5M, and ordinary net loss after tax of $14.3M down $34.3M on the prior corresponding period (pcp).
•Continued balance sheet management with net debt of $49M and refinanced debt facilities of up to $250M through to 2024.
•Record vehicle sales revenue and volumes, with growth in average sales margin per vehicle in all countries.
•Strong USA performance with average yield uplift on the pcp.
•Australian Rentals business delivered positive EBIT result despite lockdowns, with positive outlook for domestic demand and average yields assuming an environment with no domestic travel restrictions.
•New Zealand Rentals and Tourism continue to be challenging given the reliance on international tourism.
•A net loss is the most likely outcome for FY22, however the quantum of the loss is difficult to ascertain at this point.
thl today releases its results for the financial year ending 30 June 2021 (FY21).
Rob Campbell, thl Chair, said “We are not pleased with the net loss after tax of $14.5M, but do consider that we have managed it well within the context of global tourism. We have continued to adapt, manage the balance sheet and retain opportunities for the future.
“However, we recognise the uncertainty regarding the outlook for international tourism, particularly for New Zealand and Australia. The United States appears to be close to reopening and the current increasing vaccination rates in New Zealand and Australia are clearly positive.
“In the interim, thl remains a company with a carefully managed balance sheet that is strong for our industry segment and has a company value that is supported by a base of tangible, realisable and in demand assets that are being sold well in excess of book values.”
Grant Webster, thl Chief Executive Officer, said “we are moving forward, taking the opportunities that exist for our business in today’s environment whilst continuing to challenge and adapt as required for long-term success.
“We have capitalised on the relative category growth for the RV experience and improved our vehicle sales expertise to deliver a record sales year, while managing our rental fleet to the prevailing domestic conditions within each country.
“A key priority for the year has been keeping customers and crew safe from COVID-19. We are very pleased to have had no traceable cases linked to our operation from any of our 40 locations globally. Despite the challenging times and uncertainty, our crew have adapted and delivered.
“Regardless of the demand environment today our belief in becoming Future-Fit remains, and is directing us on what we believe is the right path, ensuring we will be sustainable in all aspects of the business as we reset and prepare for the years ahead.”
The integrated report, including the financial statements, as well as an investor presentation, are available on thl’s website.
ENDS

[winner69]

Trading halt ...proposed transaction

Wonder what they buying ....or selling

[Sideshow Bob]

Trading halt ...proposed transaction

Wonder what they buying ....or selling

Announcement doesn't give you a hint either way!!

[Arbroath]

Trading halt ...proposed transaction

Wonder what they buying ....or selling

thats often the sort of wording used for a takeover offer

[winner69]

thats often the sort of wording used for a takeover offer

Could well be - matket cap $433m plus a bit of debt could be an attractive buy for somebody who thinks travel will regain its former glory

Did respond to rumours a few months back re ASX listing and potential cap raise .... might be that

[Arbroath]

thats probably more likely winner as conditions improve theyll want to gear up again and if they can raise c. $2.50 with a dual listing to keep BS leverage under control thats probably quite sensible...

will they keep us in suspense all weekend!

[Sideshow Bob]

thl agrees merger terms with Apollo Tourism & Leisure - NZX, New Zealand’s Exchange

THL AGREES MERGER TERMS WITH APOLLO TOURISM & LEISURE

Merger will create a global leader in the commercial RV rental market

Summary:

• thl and Apollo Tourism & Leisure Limited (ASX:ATL) (ATL) have entered into a conditional Scheme Implementation Deed to merge through an Australian Scheme of Arrangement whereby thl acquires all shares in ATL
• The merger will result in ATL shareholders owning approximately 25% and thl shareholders owning approximately 75% of thl*
• Significant anticipated cost out synergies are expected to deliver a steady-state EBIT benefit of $17M to $19M per annum, and fleet rationalisation is expected to generate in excess of $40M of net debt benefit
• The transaction is subject to approval of Apollo shareholders, as well as funding, court and regulatory approvals in Australia and New Zealand and other conditions specified in the Scheme Implementation Deed
• thl will apply to be dual listed on the Australian Securities Exchange (ASX) through a foreign-exempt listing
• As consideration, thl will issue 1 new ordinary thl share for every ~3.68 ordinary ATL shares held by ATL shareholders (excluding thl)*

thl has entered into a conditional agreement to merge with Apollo by acquiring all outstanding shares of Apollo Tourism & Leisure Ltd (ASX:ATL). The proposal contemplates that the merger be effected by way of an Australian Scheme of Arrangement and the parties have entered into a Scheme Implementation Deed (SID). The consideration is payable by thl issuing 1 new fully paid thl ordinary share for every ~3.68 ordinary shares held by Apollo shareholders, resulting in a post-merger ownership ratio of approximately 25% to Apollo shareholders and approximately 75% to thl shareholders.*

thl Chair, Rob Campbell, said that “thl is proactively moving to build a more resilient business and expand its international reach, rather than seeking to wait out market uncertainty from the pandemic.”

“We’re able to make this move thanks to our prudent balance sheet management through the pandemic period”, he said.
“Importantly, this merger assists both entities to better manage market uncertainty over the next phase, due to compelling cost synergies now and greater fleet efficiency in future years. By realising significant cost synergies, the merged business will be better positioned to face a longer than expected recovery period, should that eventuate”, said Mr Campbell.

thl Chief Executive, Grant Webster, said “the strategic logic of merging thl and Apollo’s networks is clear and the dynamics of the current market mean that the synergies available from merging are compelling.”

“Being able to deliver value uplift for shareholders of both companies, while creating a more resilient business in terms of navigating our next phase and competing more effectively on the world stage is a very significant step for us.”

“This takes thl into more markets, as a global commercial RV rental leader with businesses in Canada and the US, Europe and the UK as well as our Australasian operations, supported by strong manufacturing capability and retail vehicle sales in Australia and New Zealand.” said Mr Webster.

The proposed merger remains subject to approval by Apollo shareholders and finalisation of appropriate funding arrangements for the merged entity. In addition, there are various court and regulatory approvals in Australia and New Zealand, including Australian and New Zealand competition regulatory clearance. Mr Webster said these shareholder and regulatory approvals would likely take until at least the start of the second quarter of 2022.

“We welcome Luke and Karl Trouchet as a major shareholder. Together they have a wealth of experience in the RV industry and have a long-term commitment to thl.”

Apollo Managing Director, Luke Trouchet, said “the two businesses have similar operations and like-minded cultures, and we both strongly believe in the potential of the global RV market. I am very much looking forward to joining the Board and executive of thl and am excited by the prospects of what the two companies can achieve together.”

Mr Webster said “a merger also aligns with thl’s Future Fit commitment to improve the sustainability of the business. Apollo shares our commitment to being a business that focusses on multiple stakeholder impacts and benefits. The fleet synergies alone demonstrate the strong linkage between the environmental and commercial benefits of such a transaction, creating an opportunity to do more with fewer resources and less environmental impact.”

“The merger would also pave the way for thl to dual list on the ASX, enabling Apollo shareholders to be unaffected by the transition as well as paving the way for Australian investors who may not have had a mandate for NZX stocks to invest in thl.”
An investor presentation has been released today with further detail on the transaction, including the strategic rationale, expected synergies and the proposed process timetable.

Jarden acted as Financial Adviser, MinterEllisonRuddWatts as New Zealand Legal Adviser, MinterEllison as Australian Legal Adviser, Baker Mckenzie as North American Legal Adviser, KPMG as Accounting Adviser and Synergy Due Diligence, Deloitte as Tax Adviser and Richard Wallace as Banking Adviser.

* thl currently holds 898,150 ordinary shares in ATL, representing 0.5% of Apollo ordinary shares on issue. Whilst the share of the merged entity attributable to all ATL shareholders (including thl) is 25.0%, the share of the merged entity attributable to ATL shareholders (excluding thl) is 24.9% and the share of the merged entity attributable to thl shareholders is 75.1%.

END

[Sideshow Bob]

Market Update - NZX, New Zealand’s Exchange

MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)

MARKET UPDATE

thl today provides a general market update on recent performance in the financial year ending 30 June 2022 (FY22).

H1 FY22 net profit after tax

As advised at the 2021 Annual Meeting, H1 FY22 will be below the prior corresponding period (pcp) result due to:

• ongoing domestic travel restrictions in New Zealand and Australia; and
• the earlier 2021 USA summer season having performed below expectations.
The USA autumn shoulder season has performed in line with the pcp, and has experienced stronger than expected bookings for winter.

The vehicle sales market remains strong, with average sales margin growth exceeding the pcp in all jurisdictions. As previously indicated, the current sales margins being achieved are transitory in nature as we sell vehicles purchased prior to the COVID-19 pandemic in today’s market conditions. We expect higher than historical margins to remain throughout FY22 and potentially into H1 FY23, and then return to historical norms.

Action Manufacturing and Just go have performed well. In particular, Action Manufacturing is currently on track for $1M+ EBIT growth on the pcp.

Variable costs have been closely managed in all jurisdictions.

Inclusive of transaction costs incurred to date for the Apollo merger (~$2M for the half year), we expect that the result for H1 will be a net loss after tax of between $4M - $7M.

H2 FY22
The outlook for H2 FY22 in New Zealand and Australia remains uncertain, as both markets currently have some form of domestic travel restrictions in place.

While the respective Governments have provided an indicative timetable for the relaxation of international borders, it remains too early to understand what potential international demand could return in H2 FY22.

Based on the New Zealand Government’s announcement on border settings, it is unlikely that there will be any meaningful Trans-Tasman travel in H2.

International booking intake for the April – May shoulder season in the USA has been positive, although it is too early to get a clear indication of the potential demand for the 2022 summer season.

As previously stated, thl’s H2 result is expected to be above the pcp as domestic (and to a lesser extent international) travel restrictions ease and thl continues to capitalise on strong vehicle sales demand.

thl is closely monitoring development of the Omicron variant to assess the potential impact on travel sentiment and international and domestic travel restrictions in its operating jurisdictions, and at this point there have not been any clearly identifiable trends.

Net debt and capital expenditure
Net debt as at 30 November was approximately $20M, as thl continues to capitalise on the strong vehicle sales market. Consequently, thl expects that net capital expenditure for FY22 will be at the lower end of previously stated guidance (between $25M to $60M).

There is some uncertainty regarding the timing of new vehicle deliveries and as a result thl is limiting sales in New Zealand and the United States. Vehicle supply challenges are ongoing but considered manageable for 2022.
ENDS

[Muse]

pretty bloody interesting

[Arbroath]

thats often the sort of wording used for a takeover offer

I was half right...it is takeover wording but its THL doing the taking over. At first blush this looks a very good deal as long as there are no competition hurdles