THL divests UK and Ireland operations to Indie Campers for $8 million in goodwill
Tourism Holdings Limited (ASX: THL) has entered into a conditional agreement to divest its UK and Ireland business assets to Portugal-based Indie Campers. The Tourism Holdings UK Ireland Divestment will see the operations sold at net asset value plus NZ$8.0 million (£3.5 million) in goodwill, with proceeds directed towards debt repayment.
The transaction follows the strategic review announced in August 2025, where the company outlined plans to release capital from underperforming regions to optimise group Return on Funds Employed (ROFE). Completion is conditional on landlord consent for depot lease assignments and is expected in Q4 FY26 (April to June 2026). The sale is anticipated to generate a one-off gain of up to NZ$6.8 million (£3.0 million), representing goodwill net of transaction costs.
This divestment represents disciplined capital management in action. The UK and Ireland operations, whilst maintaining long-term potential, have not achieved the scale required to meet the company’s return thresholds. By recycling capital from this division, Tourism Holdings strengthens its balance sheet whilst maintaining focus on higher-performing markets across its global portfolio.
What is a strategic divestment and why do companies pursue them?
A strategic divestment involves selling a business unit or regional operation that no longer aligns with a company’s core growth strategy or fails to meet return thresholds. Companies regularly assess whether capital tied up in certain divisions could generate better returns if redeployed elsewhere or used to reduce debt.
For Tourism Holdings, the UK and Ireland operations have underperformed in recent years despite the region’s tourism fundamentals. Rather than continue allocating capital to a market that has not delivered required scale, management has opted to exit the region entirely and redirect resources towards debt reduction. This approach prioritises shareholder value creation through improved capital efficiency.
The decision reflects proactive portfolio management rather than distress selling. By exiting at net asset value plus goodwill, the company preserves value whilst freeing capital for future opportunities that better align with its ROFE objectives outlined in the August 2025 growth roadmap.
Transaction terms and financial impact on FY26 earnings
The sale agreement includes three key terms that shape the transaction’s risk profile and financial impact. Tourism Holdings will underwrite a 15% vehicle sales margin on the future resale of the fleet sold to Indie Campers over a three-year period, with the total underwrite capped at the goodwill value. This compares to an average retail vehicle sales margin of 22% achieved by the company in H1 FY26.
The agreement also includes a three-year restraint of trade preventing Tourism Holdings from competing in the UK and Ireland markets. This provision confirms the company’s complete exit from the region and removes any ambiguity about future market re-entry.
Due to the timing of the sale within the financial year, the transaction will negatively impact underlying EBIT in H2 FY26 by NZ$1.1 million, reflecting the loss of high-season earnings typically generated in the Q4 period. However, this is a one-off impact isolated to the current half, with the one-off gain partially offsetting the operational earnings loss in reported results.
| Term | Detail | Cap/Comparison | Investor Note |
|---|---|---|---|
| Sale consideration | Net asset value + NZ$8.0M goodwill | — | Immediate capital release |
| Vehicle margin underwrite | 15% guaranteed to buyer | Capped at goodwill value; THL achieved 22% in H1 FY26 | Limited downside risk from resale performance |
| Restraint of trade | 3 years | UK & Ireland markets | Confirms complete regional exit |
| H2 FY26 EBIT impact | Negative NZ$1.1M | — | Loss of Q4 high-season earnings |
The underwrite cap limits potential downside exposure. Given Tourism Holdings achieved a 22% margin in the first half, the 15% underwrite provides a substantial buffer before the cap is triggered. This structure protects the goodwill value received upfront whilst allowing Indie Campers to manage fleet resale with margin support.
Management commentary on the strategic rationale
Tourism Holdings CEO Grant Webster confirmed the divestment reflects the company’s commitment to disciplined capital management. “The sale of our UK & Ireland operations is an example of thl’s commitment to disciplined capital management,” Webster stated. “While we continue to believe in the long-term potential of the business, the market has not delivered the scale required to achieve our original aspirations, and the division has underperformed in recent years.”
Grant Webster, CEO, Tourism Holdings Limited
“The sale of our UK & Ireland operations is an example of thl’s commitment to disciplined capital management. While we continue to believe in the long-term potential of the business, the market has not delivered the scale required to achieve our original aspirations, and the division has underperformed in recent years.”
Webster also acknowledged the UK leadership team for their conduct throughout the sale process. Indie Campers CEO Hugo Oliveira welcomed the acquisition, stating the company was “excited to welcome the thl UK & Ireland operations into the Indie Campers group, and to continue to build on the strong brands and foundation that thl has developed over the years.”
The management tone confirms this is a strategic exit aligned with capital discipline rather than a forced sale. The acknowledgment of long-term market potential balanced against current scale limitations demonstrates a pragmatic approach to portfolio management, consistent with the strategic review framework outlined in August 2025.
Next steps and completion timeline
Completion of the Tourism Holdings UK Ireland Divestment is expected in Q4 FY26, with proceeds to be applied towards debt repayment. The transaction remains conditional on landlord consent for depot lease assignments, which under existing lease terms cannot be unreasonably withheld.
The path to completion involves:
- Landlord engagement commences immediately post-signing
- Consent required under existing lease terms (cannot be unreasonably withheld)
- Completion targeted for Q4 FY26 (April to June 2026)
- Sale proceeds applied to debt reduction
The conditional nature of the transaction introduces minimal execution risk given the contractual constraint on landlords withholding consent. Tourism Holdings and Indie Campers will engage with landlords immediately following the signing of the agreement to secure the necessary approvals.
Debt reduction improves balance sheet flexibility ahead of potential future capital deployment opportunities. With the company having outlined its growth roadmap in August 2025, the release of capital from the UK and Ireland operations positions Tourism Holdings to pursue higher-return opportunities across its core markets in New Zealand, Australia, and North America. The improved debt position also enhances financial resilience as the company continues to execute its strategic priorities.
Don’t Miss the Next Industrial Sector Move
Join 20,000+ investors receiving FREE breaking ASX news and in-depth analysis delivered within minutes of release. Click the “Free Alerts” button at Big News Blast to get ahead on market-moving announcements in Industrials, Tech, Healthcare, Finance, and beyond.