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
results of its exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding warrants. The Offer and Consent Solicitation expired at
11:59 p.m., Eastern Time, on June 9, 2023.
The Company has been advised that 14,073,888
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validly tendered and not validly withdrawn prior to the expiration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 expects to
accept all validly tendered warrants for exchange and settlement on
or before June 14, 2023.
Pursuant to the Consent Solicitation, the
Company received the approval of parties representing approximately
81.6% of the outstanding public warrants and 100% of the
outstanding private placement warrants to amend the warrant
agreement that governs the warrants (such amendment, the “Warrant
Amendment”), which exceeds the thresholds required to effect the
Warrant Amendment. Accordingly, the Company and Continental Stock
Transfer & Trust Company entered into the Warrant Amendment,
dated June 12, 2023, and the Company announced that it will
exercise its right, in accordance with the terms of the Warrant
Amendment, to exchange each warrant that is 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 is issuing 5,419,773 ordinary shares in
exchange for the warrants tendered in the Offer, increasing the
Ordinary Shares outstanding from approximately 160,348,112 to
165,767,885.
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
TH (NASDAQ:THCHW)
Historical Stock Chart
From Aug 2024 to Sep 2024
TH (NASDAQ:THCHW)
Historical Stock Chart
From Sep 2023 to Sep 2024