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ASX Announcement Acquisition of Kingfisher Bay Resort Group on 21 February 2018

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ASX Announcement Acquisition of Kingfisher Bay Resort Group on 21 February 2018 ASXMedia Announcement 8 October 2019 RELEASE OF INDEPENDENT EXPERT REPORT Attached is an Independent Expert’s Report from Grant Thornton Corporate Finance Pty Ltd (Grant Thornton), which has been provided to the directors of SeaLink Travel Group Limited (ASX:SLK) (SeaLink) in relation to the proposed acquisition by SeaLink of the Transit Systems Group (Acquisition) (as described in SeaLink’s announcement to the ASX earlier today) (Acquisition Announcement) and the issue of SeaLink shares to entities associated with the vendors of the Transit Systems Group (Vendors) in connection with the Acquisition. In that report, the expert has concluded that the Acquisition is fair and reasonable to SeaLink shareholders who are not associated with the Vendors. That conclusion is based on the assumptions and qualifications set out in the report. The Independent Expert’s Report has been prepared for the sole purpose of assisting SeaLink shareholders in deciding whether or not to approve the resolutions relating to the Acquisition under item 7 of section 611 of the Corporations Act 2001 (Cth) (Corporations Act), as required under the Corporations Act and Australian Securities and Investments Commission (ASIC) Regulatory Guide 74. It has not been prepared for the purpose of the placement of shares or the entitlement offer referred to in the Acquisition Announcement. The Independent Expert’s Report, and the draft notice and explanatory memorandum for the extraordinary general meeting of SeaLink to consider these resolutions, will be lodged with ASIC on or around 23 October 2019, and remain subject to its review. Those documents are expected to be despatched to SeaLink shareholders on or around 8 November 2019. The Independent Expert’s Report may need to be updated prior to despatch to reflect any material changes in market conditions and circumstances. The Independent Expert’s Report has been prepared by Grant Thornton and Grant Thornton takes responsibility for that report. Grant Thornton has given, and has not withdrawn as at the date of this announcement, its written consent to the publication of the Independent Expert’s Report. None of SeaLink, the Vendors, the joint lead managers1 nor any of their respective subsidiaries, directors, officers, employees, representatives or advisers assume any responsibility for the accuracy or completeness of the Independent Expert’s Report. For further information please contact: Jeff Ellison, Chief Executive and Managing Director 0407 407 123 Andrew Muir Chief Financial Officer 0423 027 745 1 Being Macquarie Capital (Australia) Limited (ACN 123 199 548), Ord Minnett Limited (ACN 002 733 048) and Taylor Collison Limited (ACN 008 172 450). 1 SeaLink Travel Group Limited Independent Expert’s Report and Financial Services Guide 8 October 2019 Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 The Directors AFSL 247140 SeaLink Travel Group Limited Level 17, 383 Kent Street Sydney NSW 2000 Level 3, 26 Flinders Street PO Locked Bag Q800 Adelaide, SA 5000 QVB Post Office Sydney NSW 1230 T + 61 2 8297 2400 F + 61 2 9299 4445 E [email protected] 8 October 2019 W www.grantthornton.com.au Dear Directors Introduction SeaLink Travel Group Limited (“SeaLink” or “the Company” or “SLK”) is a diversified tourism and transport company with operations throughout Australia. The Company operates Australia’s largest ferry fleet providing ferry or barge services for regular commuters, businesses and governments, along with tourist and charter cruises, tours and activities, hotel accommodation and packaged holidays. The Company is listed on the Australian Securities Exchange (“ASX”) with a market capitalisation of c. A$397 million1. Transit Systems Group (“Transit Systems Group” or “TSG”) is a global public bus commuter transport company comprising Transit Systems Pty Ltd and its broader group of entities (“Transit Systems Australia” or “TSA”), which is a large Australian private operator of metropolitan public bus services and Tower Transit Group Ltd and its broader group of entities (“Tower Transit Group”, or “TTG”) which is an established international platform with current bus operations in London and Singapore2. As at 30 June 2019, the Transit Systems Group operated circa 3,129 buses and 32 depots in Australia, London and Singapore on behalf of local and regional governments and authorities largely under long term contracts. On 8 October 2019, the Company announced that it had entered into two separate Securities Sale Agreements3 (“SSAs”) with the Vendors4 of Transit Systems Australia and Tower Transit Group to effect the acquisition of 100% of Transit Systems Group by SeaLink (“Proposed Acquisition”). SeaLink will acquire 100% of Transit Systems Group for a total equity value of circa A$424 million and it will assume debt and debt like items of circa A$211 million equivalent to an enterprise value of circa A$6355 million. The equity value will be satisfied by the following consideration: Upfront consideration (“Upfront Consideration”) comprising the following: 1 Based on a share price of circa A$3.91 as at 4 October 2019. 2 Tower Transit Group and Transit Systems Australia have slightly different shareholders (refer to section 1 for details) and they are collectively or individually referred to as the Transit Systems Group. 3 This is because the shareholders of Transit Systems Australia and Tower Transit Group are slightly different. SLK entered into an agreement with the shareholders of Transit Systems Australia and into an agreement with the shareholders of Tower Transit Group. We note that the two SSAs are interdependent upon each other. 4 The Vendors of Transit Systems Australia are in equal share Neil Smith, Graham Leishman and Lance Francis either individually or through entities which they control whilst the Vendors of Tower Transit Group are Neil Smith, Graham Leishman, Clint Feuerherdt and staff either individually or through entities which they control (collectively referred to as the “Vendors”.. 5 Calculated as the equity value of A$424 million plus assumed debt and debt-like items of A$211 million. 1 - A$269 million in SeaLink shares (“SeaLink Shares”) at an issue price of A$3.696 per share (“Scrip Consideration”) which is equivalent to 72,869,945 shares. The Company will, on completion of the Proposed Acquisition, enter into escrow arrangements (“Escrow Agreements”) with the Vendors who are receiving the Scrip Consideration (“Scrip Vendors”) such that the Scrip Consideration is subject to an escrow period of two years7 (with 50% released 12 months post transaction completion) - A$118 million cash to the Vendors (“Cash Consideration”)8 paid pro-rata to all the Vendors as discussed in Section 1. Deferred non-contingent consideration of A$37 million (“Deferred Consideration”) payable in cash pro-rata to the Vendors in three equal instalments in approximately August 2020, April 2021 and August 2022. In addition, the Company will pay an earn-out consideration of up to A$63 million (“Earn-out Consideration”) contingent upon the FY20 pro-forma normalised EBITDA of Transit Systems Group being between A$79 million or less (nil payment) and A$86 million or more (A$63 million payment). The Earn-out Consideration is payable on a sliding scale based on the FY20 pro-forma normalised EBITDA achieved and at the same time as the Deferred Consideration. The funding for the Proposed Acquisition (including transaction costs of circa A$21 million) is expected to be derived by the following: A fully underwritten placement to new and existing institutional shareholders of A$65 million (“Placement”) at an issue price of A$3.50 (“Placement Price”). The Placement Price is at a discount of 10.5% to the closing price of A$3.91 on 4 October 2019. A fully underwritten pro-rata, accelerated, non-renounceable entitlement offer to raise approximately A$89 million (“Entitlement Offer”) at the Placement Price. All SeaLink Directors who are shareholders intend to fully or partially take-up their rights under the Entitlement Offer. The Placement and the Entitlement Offer are not contingent upon completion of the Proposed Acquisition. In conjunction with the Proposed Acquisition, SeaLink will raise A$470 million of new debt facilities (“New Debt Facilities”) consisting of a senior term debt facility of A$230 million, revolving credit facilities of in aggregate A$180 million and a letter of credit of A$60 million to refinance its and Transit Systems Group’s debt facilities. Certain debt-like Transit Systems Group obligations (circa A$45 million)9 will rollover. 6 Rounded for the purpose of the IER. 7 Subject to certain exceptions. 8 The Cash Consideration includes a base amount of A$118 million and an adjustment amount. If the transaction proceeds, from 31 March 2019, the Locked Box Date, SLK will gain the economic benefit of the cash flows generated by the Transit Systems Group. The Adjustment Amount offers an off-setting compensation for the Vendors in the form of a cost of capital charge (“Cost of Capital Charge”) calculated as Transit Systems Group’s equity value excluding the Earn-out Consideration (“Adjusted Equity Value”) multiplied by an annual interest rate pro-rated for the period between 31 March 2019 and completion of the Proposed Acquisition. The Adjustment Amount is subject to certain other adjustments discussed in Section 1. 9 A$40 million of vendor finance notes relating to the acquisition of Sita Group and A$5 million of retained finance leases. In April 2019, TSG acquired Sita Group, marking the company’s entry into the Victorian bus market. 2 The Deferred Consideration and the Earn-out Consideration are expected to be funded from operating cash flows and available debt capacity. If the Proposed Acquisition is completed, the following will occur: The Locked Box Date will be assumed as at 31 March 2019 which means that SeaLink will be entitled to the Transit Systems Group’s cash flows from this date adjusted for the payment of the Adjustment Amount as discussed in Section 1.
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