Investor Announcement Acquisition of Soho Gyms July 2018 Overview: - PowerPoint PPT Presentation

Investor Announcement Acquisition of Soho Gyms July 2018

Overview: PureGym acquires Soho Gyms Tr Transaction Overview Pr Pro F Forma Ca Capitalisation • PureGym completed the acquisition of Soho Gyms on 22 Capital Capi alisat ation on Tab able June 2018 Pro-Fo Pr Forma ma So Soho / Add-on on Pr Pro Forma x x PF RR RR Adj. (£M) (£ Im Impact 2 for fo r Add-on on EBI EBITDA for fo r So Soho ‒ Transaction consisted of all Soho Gyms’ 10 fitness Cash and Cash clubs (0. 4) (0.7) (1.1) (0.0x) Equivalents ‒ All gyms are based in prime London locations (Zone RCF Drawings 1 30 (30) - - 1 and 2) Senior Secured Notes 360.0 30 390.0 4.1x ‒ Highly complementary to PureGym’s existing estate (6.375%) Gym Equipment 4.2 0.7 4.9 0.1x • PureGym will convert all of the Soho Gyms sites into the Finance Leases PureGym format Total Debt To 36 364.2 30 30.7 394.9 39 4.2x 4. ‒ A rolling refurbishment programme Ne Net Debt 36 363.8 30 30.0 393.8 39 4. 4.2x • Initial acquisition has been financed through a £30m Ru Run-Ra Rate Adjust sted drawing under the Revolving Credit Facility 1 89.1 89 5.5 5. 94.6 94 EBI EBITDA 3 • With the add-on to existing 6.375% Senior Secured Notes 1 1 For illustrative purposes includes drawings for financing of Soho Gyms refurbishments due 2025, Pure Gym will repay the £30m drawings under 2 Soho EBITDA is forecasted based on expected mature performance 3 Adjusted EBITDA for the period including run-rate adjustment made to those gyms which are less than the Revolving Credit Facility three years old at the end of the relevant period. These adjustments replace the Adjusted EBITDA earned by these sites in the last twelve month period with the projected Adjusted EBITDA for their third year of operation

Transaction Rationale Soho Gy So Gyms Ge Geographic Presence • Reinforce our leadership position in the UK market ‒ At transaction date, nationwide gym network totaled 214 gyms, with 59 gyms in the London area (including acquired Soho Sites) • Gain access to high quality locations ‒ Attractive rental profile of the gyms with rent on average lower than current market levels • Deploy our proven site conversion process to generate value to all stakeholders ‒ Significant prior experience with larger and more complex LA Fitness estate conversion • Value accretive acquisition