MFS - No Higher Price Offered For THL Shares

Thursday 21 June 2006

MFS Living And Leisure Group Announce There Will Be
No Higher Price Offered For Tourism Holdings’ Shares

Closing Date Will Not Be Extended

- Final date offer acceptances must be received is 21 July 2007
- Offer of NZ$2.80 cash per share will not be increased

MFS Living and Leisure Group (ASX: MPY) today announced both the takeover offer price and the closing date for the Group’s proposed takeover of Tourism Holdings Limited (NZX: THL) are final.

MPY, through its wholly-owned New Zealand subsidiary MFS Living and Leisure NZ Pty Limited (MPY NZ) confirmed the initial offer price for all THL shares will stand at NZ$2.80 cash per share and there will be no higher price offered for the shares.

MPY NZ also announced the date by which shareholders can accept the offer will not be extended past 21 July 2007. Shareholders wishing to accept must do so by this date. Approximately 20 per cent of THL shareholders have already accepted.

The offer has not been varied. It remains conditional on achieving 90 per cent shareholder acceptance.

MPY Chief Executive Officer Marshall Vann said the decision to finalise both the offer price and the closing date demonstrated the company’s commitment to make its first bid the most compelling offer for THL shareholders.

“THL shares have not traded above NZ$2.80 at any time in the past seven years,” Mr Vann said. “We decided from the onset that our first offer would be our best offer and we priced our cash offer at a 34 per cent premium to the 90 trading day volume weighted average price of THL shares.”

THL’s independent directors have unanimously recommended shareholders accept MPY NZ’s offer. All members of the THL executive and directors intend to accept the offer.

“Our offer has also received a strong endorsement from one of New Zealand’s leading businessmen, Sir Selwyn Cushing,” Mr Vann said.

On 8 June 2007 Sir Selwyn unconditionally sold his family’s 10.02 per cent shareholding for NZ$2.76 cash per share and described the MPY NZ offer as an “excellent opportunity for all (THL) shareholders to sell their shares for a very fair price.”

The Cushing family were long time investors in THL and David Cushing had been a THL director.

“The Cushing family have recognised the strong benefits the offer delivers all shareholders,” said Mr Vann.

“More than 1,000 shareholders have already accepted our offer and it is now critical all remaining THL shareholders are aware of the 21 July deadline for the offer.

“If shareholders want to accept our offer, now is the time.”

The independent directors of THL have described the offer as the ‘most value-creating option available to shareholders’. They have unanimously recommended that shareholders accept MPY NZ’s offer of NZ$2.80 cash per share, which falls within the valuation range for THL’s shares provided by the Independent Advisor.

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.

ENDS

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