Tims China Announces Completion of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
15 June 2023 - 8:00AM
TH International Limited (“Tims China” or the “Company”
(Nasdaq: THCH)), the exclusive operator of Tim Hortons coffee shops
and Popeyes restaurants in China, today announced the successful
completion of its previously announced exchange offer (the “Offer”)
and consent solicitation (the “Consent Solicitation”) relating to
its outstanding warrants.
After accounting for warrants tendered pursuant
to guaranteed delivery procedures, 14,074,988 public warrants and
5,650,000 private placement warrants, or approximately 81.6% of the
outstanding public warrants and 100% of the outstanding private
placement warrants, respectively, were validly tendered and not
validly withdrawn prior to the expiration of the Offer and Consent
Solicitation. The Company also entered into an amendment to the
warrant agreement governing the warrants (the “Warrant
Amendment”).
The Company further announced that it will
exercise its right, in accordance with the terms of the Warrant
Amendment, to exchange each warrant that was outstanding upon the
closing of the Offer for 0.216 ordinary shares per warrant, which
is a ratio 10% less than the exchange ratio applicable to the Offer
(the “Post-Offer Exchange”). The Company has fixed the date for the
Post-Offer Exchange as June 27, 2023.
Pursuant to the Offer and the Post-Offer
Exchange, the Company will issue approximately 5,419,800 ordinary
shares in exchange for all of its outstanding warrants, increasing
the ordinary shares outstanding from approximately 160,348,112 to
approximately 165,767,912.
As a result of the completion of the Offer and
the Post-Offer Exchange, no warrants will remain outstanding.
Accordingly, the public warrants will be suspended from trading on
the Nasdaq and will be delisted upon completion of the Post-Offer
Exchange. The ordinary shares will continue to be listed and trade
on the Nasdaq under the symbol “THCH.”
The purpose of the Offer and Consent
Solicitation is to simplify the Company’s capital structure and
reduce the potential dilutive impact of the warrants.
Merrill Lynch (Asia Pacific) Limited was the
dealer manager for the Offer and Consent Solicitation. D.F. King
& Co., Inc. served as the information agent for the Offer and
Consent Solicitation, and Continental Stock Transfer & Trust
Company served as the exchange agent for the Offer and Consent
Solicitation.
About TH International Limited
TH International Limited (Nasdaq: THCH) (“Tims
China”) is the parent company of the exclusive master franchisees
of Tim Hortons coffee shops in mainland China, Hong Kong, and Macau
and Popeyes restaurants in mainland China and Macau. Tims China was
founded by Cartesian Capital Group and Tim Hortons Restaurants
International, a subsidiary of Restaurant Brands International
(TSX: QSR) (NYSE: QSR).
The company’s philosophy is rooted in
world-class execution and data-driven decision making and centered
on true local relevance, continuous innovation, genuine community,
and absolute convenience. For more information, please visit
ir.timschina.com.
Forward-Looking Statements
Certain statements in this communication may be
considered forward-looking statements within the meaning of the
“safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts and generally relate to
future events or the Company’s future financial or other
performance metrics. In some cases, you can identify
forward-looking statements by terminology such as “believe,” “may,”
“will,” “potentially,” “estimate,” “continue,” “anticipate,”
“intend,” “could,” “would,” “project,” “target,” “plan,” “expect,”
or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks
and uncertainties, which could cause actual results to differ
materially from those expressed or implied by such forward looking
statements. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and
uncertainties. These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by the
Company and its management, as the case may be, are inherently
uncertain and subject to material change. Factors that may cause
actual results to differ materially from current expectations
include various factors beyond management’s control, including, but
not limited to, our ability to successfully exercise the remaining
warrants pursuant to the Warrant Amendment; general economic
conditions and other risks, uncertainties and factors set forth in
the sections entitled “Risk Factors” and “Cautionary Statement
Regarding Forward-Looking Statements” in the Company’s Annual
Report on Form 20-F, and other filings it makes with the Securities
and Exchange Commission. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements in this communication, which speak only as of the date
they are made and are qualified in their entirety by reference to
the cautionary statements herein. Except as required by law, the
Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Disclaimer
This communication is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an
offer to sell, subscribe for or buy, any securities, nor shall
there be any sale, issuance or transfer or securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Contact information
Investor Relations
Tims China Investor Relations:IR@timschina.com
ICR, LLC
TimsChinaIR@icrinc.com
Public Relations
ICR, LLCTimsChinaPR@icrinc.com
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