Business
Tims China Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants
SHANGHAI, China and NEW YORK, May 12, 2023 (GLOBE NEWSWIRE) -- TH International Limited (“Tims China” (Nasdaq: THCH)), the exclusive operator of Tim Hortons
About this update from Th International Limited
[{"type":"text","content":"SHANGHAI, China and NEW YORK, May 12, 2023 (GLOBE NEWSWIRE) -- 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 O...