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EXPERIENCE CO LIMITED Capital/Financing Update 2017

Dec 3, 2017

64892_rns_2017-12-03_69f77dd7-98dc-48be-9f2e-fbe67fc4a368.pdf

Capital/Financing Update

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4 DECMEBER 2017

EXPERIENCE CO LIMITED (ACN 167 320 470)

(ASX: EXP)

ASX ANNOUNCEMENT

EXPERIENCE CO ANNOUNCES ACQUSITION OF BIG CAT GREEN ISLAND REEF CRUISES AND TROPICAL JOURNEYS

Experience Co Limited (‘ EXP ’, ‘the Company’, ‘Experience Co’ ), Australia and New Zealand’s leading adventure tourism company, is pleased to announce the acquisition of Big Cat Green Island Reef Cruises ( BC ) in Cairns, and Tropical Journeys ( TJ ) in Port Douglas, Far North Queensland.

Summary:

  • Experience Co (ASX: EXP) has executed an agreement to purchase Big Cat Green Island Reef Cruises and Tropical Journeys;

  • BC is one of Far North Queensland’s leading Great Barrier Reef outer-reef operators, based out of Cairns;

  • TJ is one of Far North Queensland’s leading Great Barrier Reef inner and outer-reef operators, based in Port Douglas, and one of the most reputable Daintree rainforest tour companies in the region;

  • Under the agreements EXP will acquire 100% of the shares in BC and TJ for a consideration of AUD$56.07m which includes the acquisition of the businesses, land and buildings, vessels, moorings and permits, vehicles, and all other assets and the repayment of loans, so the businesses will be acquired debt free;

  • The acquisition is a continuation and extension of EXP’s strategy to ultimately become the largest and most respected adventure tourism company in the world;

  • The acquisition will add $11.1 EBITDA in FY19 and will also be accretive in FY19 the first full year of ownership;

  • The acquisition will be 100% funded by a fully underwritten A$60.9m equity raising via a 3 for 17 pro-rated accelerated non-renounceable entitlement offer at $0.74 per share, also announced today;

  • Subject to completion, the BC vendors will be issued 6.7m fully paid ordinary shares in EXP at a deemed issue price of $0.74, as part consideration for the acquisition. The BC vendors have agreed for these shares to be subject to escrow for 12 months from the date of issue;

  • The BC transaction is expected to complete by 13[th] December 2017;

  • The TJ transaction is expected to complete by 18[th] December 2017;

  • Certain retention amounts will be held in escrow for various periods supporting warranties.

About Big Cat Green Island Reef Cruises

BC was acquired in 1990 by the current owners, and was started in 1975. Its primary product is offering full day and half day cruises to Green Island, a coral cay on the Great Barrier Reef which is a tropical island paradise, and is approximately 16 nautical miles from Cairns marina. Customers visiting Green Island customers can enjoy snorkelling, glass bottom boat and semi-submersible tours and buffet lunch.

BC also offers daytime and twilight cruises on Cairns Harbour and through Trinity Inlet, marketed as Cairns Harbour and Sunset Tours.

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www.experienceco.com [email protected] T: 1300 601 899

Experience Co Limited ABN 56 167 320 470 ASX:EXP PO Box 5361 Wollongong NSW 2500

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Currently BC is the second largest marine operator by passenger volume in the Cairns marine tourism industry.

The vendors will continue to assist EXP with the handover and running of operations for twelve months, and the vendors are taking $5m of scrip in EXP as part of the sale proceeds, escrowed for this period.

BC website can be found at www.greenisland.com.au

About Tropical Journeys

TJ was founded in 1999 and operates under a number of different brands, including Calypso Snorkel and Dive, Aquarius Sailing, and Daintree Tours. Its primary product, Calypso, offers snorkelling and diving tours to Low Isles and the Great Barrier outer-reef departing from Port Douglas, North Queensland. The company also offers twilight sailing tours through Aquarius sailing and personalised tours through the Daintree National Park via Daintree Tours.

Three of the vendor’s Directors will remain in management positions within TJ for a minimum of 2 years.

TJ website can be found at www.tropicaljourneys.com

Funding

The acquisition will be 100% funded by a fully underwritten A$60.9m equity raising via a 3 for 17 prorated accelerated non-renounceable entitlement offer at $0.74 per ordinary share announced today.

Strategic Rationale

BC and TJ are strong strategic fits for EXP, and the acquisition delivers on three of EXP’s four strategic priorities: acquisitions, diversification and efficiencies.

FY2018 Revised Guidance

EXP has revised its FY2018 guidance as result of these acquisitions to:

  • Revenue A$135-140m (up from A$124-129m)

  • Normalised EBITDA A$35-37m (up from A$31-33m)

Bookings, Passenger Numbers and Revenue continue to track ahead of management expectations as at todays’ date.

Investor Presentation

For further information on the BC and TJ acquisition, please see EXP’s Investor Presentation in a separate ASX Announcement made today.

Director comments

Experience Co’s CEO, Anthony Ritter said “The decision to acquire Big Cat Green Island Reef Cruises and Tropical Journeys was a natural one for us. They are not only two of Far North Queensland’s leading tour operators but they will also help Experience Co provide more world class experiences to customers who want to see what the region has to offer.

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www.experienceco.com [email protected] T: 1300 601 899

Experience Co Limited ABN 56 167 320 470 ASX:EXP PO Box 5361 Wollongong NSW 2500

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“From snorkelling or cruising the Great Barrier Reef to tours of the lush Daintree rainforest, these are not to be missed experiences in Australia and we’re excited to be able to showcase them as part of our growing adventure tourism portfolio.

“This announcement also represents a significant milestone because it is the first series of acquisitions we’ve made under the Experience Co brand name

Experience Co’s MD and founder, Anthony Boucaut said “The acquisition of Big Cat Green Island Reef Cruises and Tropical Journeys further signifies our commitment to make Experience Co the largest and most respected adventure tourism company in the world.”

Conference Call

Investors and analysts are invited to participate in a conference call at 10.30am AEST on Monday 4[th] December 2017 to be hosted by EXP’s Managing Director Anthony Boucaut and Chief Executive Officer Anthony Ritter.

The details are as follows:

Location Local Number
Australia +61 2 8038 5221
Australia(toll free) 1800 123 296
New Zealand 0800 452 782

Please quote the conference ID: 8883049

CONTACT INFORMATION

Media Investors
Justin Kelly, Director Experience Co Limited
Media & Capital Partners Anthony Ritter
p: +61 408 215 858 Chief Executive Officer
e: [email protected] p: 1300 663 634
e: [email protected]

About Experience Co Limited (ASX:EXP)

Experience Co Limited (EXP) is an adventure tourism and leisure company (previously known as Skydive the Beach Group Limited, ASX:SKB). From its origins in Wollongong NSW in 1999, it now provides tandem skydiving experiences in 18 locations in Australia and 3 locations in New Zealand. EXP also provides activities of white water rafting, hot air ballooning, canyoning, boat tours and helicopter tours to the Great Barrier Reef in North Queensland, Australia. Since successfully completing an initial public offer (IPO) in March 2015, EXP has acquired Australia Skydive (March 2015), NZone Skydive, NZ (October 2015), Skydive Wanaka, NZ (July 2016), Raging Thunder Adventures (October 2016), Reef Magic Cruises (April 2016), Byron Bay Balloons (August 2017), and Great Barrier Reef Helicopters in November 2017.

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www.experienceco.com [email protected] T: 1300 601 899

Experience Co Limited ABN 56 167 320 470 ASX:EXP PO Box 5361 Wollongong NSW 2500