TH International Limited (“Tims China” (Nasdaq: THCH)), the
exclusive operator of Tim Hortons coffee shops and Popeyes
restaurants in China, today announced that it has commenced an
exchange offer (the “Offer”) and consent solicitation (the “Consent
Solicitation”) relating to its outstanding (i) public warrants to
purchase ordinary shares of the Company, par value
US$0.00000939586994067732 (the “Ordinary Shares”), which warrants
trade on The Nasdaq Capital Market under the symbol “THCHW” (the
“public warrants”), and (ii) private placement warrants to purchase
Ordinary Shares (the “private placement warrants” and, together
with the public warrants, the “warrants”). 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,
thereby providing the Company with more flexibility for financing
its operations in the future.
Exchange Offer and Consent Solicitation
Relating to Warrants
The Company is offering to all holders of the
warrants the opportunity to receive 0.24 Ordinary Shares in
exchange for each outstanding warrant tendered by the holder and
exchanged pursuant to the Offer. Pursuant to the Offer, the Company
is offering up to an aggregate of 5,496,000 Ordinary Shares in
exchange for the warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of the warrants to amend the
warrant agreement that governs all of the warrants (the “Warrant
Agreement”) to permit the Company to require that each warrant that
is outstanding upon the closing of the Offer be exchanged for 0.216
Ordinary Shares, which is a ratio 10% less than the exchange ratio
applicable to the Offer (such amendment, the “Warrant Amendment”).
Pursuant to the terms of the Warrant Agreement, all except certain
specified modifications or amendments require the vote or written
consent of holders of at least 50% of the public warrants, and,
solely with respect to any amendment to the terms of the Private
Placement Warrants, at least 50% of the Private Placement Warrants.
Parties representing approximately 16% of the public warrants and
approximately 68% of the private placement warrants have agreed to
tender their public warrants and private placement warrants (as
applicable) in the Offer and to consent to the Warrant Amendment in
the Consent Solicitation, pursuant to a tender and support
agreement. Accordingly, if holders of an additional approximately
34% of our public warrants consent to the Warrant Amendment in the
Consent Solicitation, and the other conditions of the Offer are
satisfied or waived, then the Warrant Amendment will be
adopted.
The offering period will continue until 11:59
p.m., Eastern Time, on June 9, 2023, or such later time and date to
which the Company may extend (the “Expiration Date”), as described
in the Company’s Schedule TO and Prospectus/Offer to Exchange (each
as defined below). Tendered warrants may be withdrawn by holders at
any time prior to the Expiration Date.
The Offer and Consent Solicitation are being
made pursuant to a prospectus/offer to exchange, dated May 12, 2023
(the “Prospectus/Offer to Exchange”), and Schedule TO, dated May
12, 2023 (the “Schedule TO”), each of which have been filed with
the U.S. Securities and Exchange Commission (the “SEC”) and more
fully set forth the terms and conditions of the Offer and Consent
Solicitation.
The Company has engaged Merrill Lynch (Asia
Pacific) Limited as the dealer manager for the Offer and Consent
Solicitation (the “Dealer Manager”). Any questions or requests for
assistance concerning the Offer and Consent Solicitation may be
directed to Merrill Lynch (Asia Pacific) Limited at:
Merrill Lynch (Asia Pacific)
Limitedc/o BofA Securities,
Inc.One Bryant ParkNew York, New
York 10036Attn: Prospectus
DepartmentEmail:
dg.prospectus_request@bofa.com
D.F. King & Co., Inc. has been appointed as
the information agent for the Offer and Consent Solicitation (the
“Information Agent”), and Continental Stock Transfer & Trust
Company has been appointed as the exchange agent (the “Exchange
Agent”).
Important Additional Information Has
Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer
to Exchange will be available free of charge at the website of the
SEC at www.sec.gov. Requests for documents may also be directed to
the Information Agent at (800) 549-6864 (for warrant
holders) or (212) 269-5550 (for banks and brokers) or via
the following email address: THIL@dfking.com. A registration
statement on Form F-4 relating to the securities to be issued in
the Offer has been filed with the SEC but has not yet become
effective. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the warrants or an offer to sell
or a solicitation of an offer to buy any Ordinary Shares in any
state in which such offer, solicitation, or sale would be unlawful
before registration or qualification under the laws of any such
state. The Offer and Consent Solicitation are being made only
through the Schedule TO and Prospectus/Offer to Exchange, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Prospectus/Offer to
Exchange.
Holders of the warrants are urged to read the
Schedule TO and Prospectus/Offer to Exchange carefully before
making any decision with respect to the Offer and Consent
Solicitation because they contain important information, including
the various terms of, and conditions to, the Offer and Consent
Solicitation.
None of the Company, any of its management or
its board of directors, or the Information Agent, the Exchange
Agent, or the Dealer Manager makes any recommendation as to whether
or not holders of warrants should tender warrants for exchange in
the Offer or consent to the Warrant Amendment in the 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, 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, LLC TimsChinaPR@icrinc.com
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