Cushings Sell Tourism Holdings Stake To MFS

Cushings Sell Tourism Holdings Stake To MFS Living And Leisure

MFS Living and Leisure Group (ASX: MPY) today announced that interests associated with the Cushing family (the Cushings) have sold their 10.02% shareholding in Tourism Holdings Limited (NZX: THL) to MFS Living and Leisure.

The sale is unconditional at a price of NZ$2.76 cash per share, which is the current market price, and settles on Friday, 8 June 2007.

MFS Living and Leisure chief executive, Marshall Vann, said the purchase was a very positive development.
"This reinforces our view that NZ$2.80 is a very good price.

"The sale also reaffirms MFS Living and Leisure's commitment to New Zealand tourism and the confidence we have in the success of this transaction.

"We welcome the Cushings' decision and encourage remaining Tourism Holdings' shareholders to accept the offer and return their acceptance forms."

Sir Selwyn Cushing said the acceptance reflects that Tourism Holdings operates in an industry not without risk.
"We believe the takeover offer by MFS Living and Leisure represents an excellent opportunity for all shareholders to sell their shares for a very fair price."

Sir Selwyn also noted that MFS Living and Leisure has indicated its current intention is to retain Tourism Holdings' management team and staff.

"A combined MFS Living and Leisure and Tourism Holdings will provide many opportunities for Tourism Holdings' existing employees."

The terms of the offer to remaining shareholders are unchanged.

Mr Vann said the current market price of $2.76 appeared to reflect a number of factors including the offer period and the timing of the New Zealand Overseas Investment Office approval.

The Cushings initiated discussions, and subsequently agreed to sell their 10.02% shareholding, after taking into consideration several factors including:

- Reviewing the independent adviser's report
- The significant premium of the MFS Living and Leisure offer at the time of the offer
- The long term earnings volatility of Tourism Holdings and the susceptibility of Tourism Holdings to tourism shocks
- The absence of any alternative offers, and
- The recommendation of independent directors to accept the offer.

Under the deal, the Cushings retain any special dividend which may be declared by Tourism Holdings (if any) but the price paid to them is reduced by the amount of the special dividend, in the same manner as applies to other shareholders under the takeover offer.

There are no other arrangements with the Cushings other than as outlined in the Share Purchase Agreement.

ENDS

About MFS Living and Leisure Group

MFS Living and Leisure Group is a stapled group comprising MFS Living and Leisure Trust and MFS Living and Leisure Limited and is listed on the Australian Stock Exchange (ASX:MPY).

MFS Living and Leisure operates in the leisure industry, through Australian Alpine Enterprises Holdings Pty Ltd ('AAE') and the Oceanis Group ('Oceanis').

MFS Living and Leisure is a worldwide diversified leisure business owner and operator committed to delivering naturally inspiring experiences. The group's attractions comprise aquariums, ski fields and tree top walks.

MFS Living and Leisure operates its aquarium assets through its business, Oceanis. The Group's assets include Melbourne Aquarium and UnderWater World (Mooloolaba) in Australia, Siam Ocean World in Bangkok Thailand, Busan Aquarium in Korea and Shanghai Ocean Aquarium in China.

MFS Living and Leisure's ski resorts are operated through AAE and comprise Hotham and Falls Creek in Victoria, Australia. The resorts collectively account for approximately 26% of the Australian skier market (by number of skier days).

Recently, the Group acquired the rights to develop and operate tree-top walkways in Australia, through its purchase of the Otway Fly tree-top walk in Victoria. MFS Living and Leisure is currently developing a second tree-top walk at Illawarra in New South Wales.

Further diversifying the Group's operations, MFS Living and Leisure recently finalised the acquisition of the Northbank Place site in Melbourne's CBD. MFS Living and Leisure purchased this site through its transaction to acquire the Oceanis Group in 2006.

MFS Living and Leisure plans to develop the site into a three-tower, mixed use project with an expected end value of approximately A$200 million, in a joint venture with property developer Far East Consortium (a subsidiary of the Hong Kong-listed Far East Consortium).

While property developments are not considered central to the business of MPY, the Group is always seeking opportunities to expand its core leisure offerings through such synergistic property projects in joint venture with experienced developers.

About Tourism Holdings Limited

Tourism Holdings Limited (NZX: THL) is a leading owner and operator of New Zealand's tourism and leisure attractions. THL's attractions span leisure hire services, holiday packaging and a comprehensive portfolio of tourism and leisure attractions located on the North and South islands.

THL's portfolio of tourism and leisure assets in New Zealand is operated through its Tourism Leisure Group and includes the following iconic attractions:

- Fullers Bay of Islands
- Awesome Adventures
- Kelly Tarlton's Antarctic Encounter and Underwater World
- Waitomo Glow worm Caves including Aranui Cave and Ruakuri Caves
- The Legendary Black Water Rafting Co.
- Milford Sound Red Boats
- Milford Deep Underwater Observatory
- Johnston's Coachlines including Ski Shuttle
- Great Sights, including Discover New Zealand retail.

THL's Leisure Hire division operates assets in Australia and New Zealand under the Maui, Britz, Skiwi and Backpacker brands, while CI Munro manufactures motor homes and camper vans for the tourism markets in both countries, primarily servicing the needs of its internal businesses.

THL's KX Group operates in New Zealand and Fiji, providing nation-wide coach and charter services including Airbus, Kiwi and FeeJee Experience and Tourist Transport Fiji.

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