Vancouver, BC – September 20, 2023 – Just Kitchen Holdings Corp. (“Just Kitchen” or the “Company”) (TSXV: JK) (Frankfurt: 68Z), announces, further to its news release dated August 28, 2023, that it is further extending the deadline for holders (the “Shareholders”) of common shares of the Company (the “Common Shares”) to elect to receive preferred shares (the “Purchaser Shares”) of JF Investment Co., Ltd. (the “Purchaser”) under the previously announced proposed arrangement among the Company, the Purchaser and JustKitchen Co. Ltd. (“Arrangement”).
Shareholders who wish to receive Purchaser Shares must deliver a duly completed and signed letter of transmittal and election form (the “Letter of Transmittal and Election”) to Odyssey Trust Company by the new election deadline of 10:00 a.m. (Vancouver Time) on September 29, 2023 (the “New Election Deadline”).
The Company believes New Election Deadline is necessary to provide Shareholders with additional time to complete and deliver their Letter of Transmittal and Election. The Company anticipates that the New Election Deadline will be the final extension. If an election is not made, pursuant to the Arrangement, a Shareholder will be deemed to have elected to receive the cash consideration of CAD$0.09 for each Common Share held.
A copy of the Letter of Transmittal and Election, including instructions on its completion may be obtained from the Company’s website at:
The Letter of Transmittal and Election is for use by registered Shareholders only (“Registered Shareholders”) and is not to be used by beneficial holders of Common Shares who are not Registered Shareholders. A beneficial Shareholder does not have Common Shares registered in his, her or its name; rather, such Common Shares are held by an intermediary or clearing agency such as CDS or DTC. Beneficial Shareholders who wish to make an election to receive Purchaser Shares should contact their broker, investment dealer or other intermediary for instructions and assistance to become a Registered Shareholder and elect to receive Purchaser Shares in sufficient time to meet the New Election Deadline.
Those Registered Shareholders who have duly filed an election previously are not required to take any further steps to maintain their election.
If you have any questions or require more information regarding the procedures for completing your transmittal documentation, please contact Sue Lee via email at sue.lee@justkitchen.com.
ABOUT JUST KITCHEN
Just Kitchen is primarily an operator of ghost kitchens specializing in the development and marketing of proprietary and franchised delivery only food brands for customers and businesses. The Company currently operates in Taiwan, Hong Kong, the Philippines and Malaysia. It has also signed an agreement that will allow Just Kitchen to sell several of its proprietary food brands in Japan and it has also signed a brand swap agreement in India. Where appropriate, Just Kitchen utilizes a hub-and-spoke operating model, which features advanced food preparation taking place at larger hub kitchens and final meal preparation taking place at smaller spoke kitchens located in areas with higher population densities. The Company combines this operating model with online and mobile application-based food ordering via its proprietary mobile food ordering app and other third-party ordering apps. Delivery is fulfilled by third-party delivery companies, to minimize capital investments and operating expenses and reach more customers in underserved markets. The Company’s other business, JustMarket, is an e-commerce grocery delivery platform that allows customers to purchase groceries for delivery or add select grocery items to meals ordered through Just Kitchen.
For more information about the Company, please visit investors.justkitchen.com. Just Kitchen’s final prospectus, financial statements and management’s discussion and analysis, among other documents, are all available on the Company’s profile page on SEDAR+ at www.sedarplus.ca.
FORWARD-LOOKING STATEMENTS
Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly without limitation, this press release contains forward-looking statements and information regarding the completion of the Arrangement and receipt of cash consideration by Shareholders (or Purchaser Shares by electing Shareholders). Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from Just Kitchen’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, Just Kitchen cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits Just Kitchen will derive from them.
In respect of forward-looking statements and information concerning the timing of the completion of the proposed Arrangement, Just Kitchen has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory approvals, the approval of the Taiwan Investment Commission, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the board to consider and approve, subject to compliance by Just Kitchen of its obligations under the Arrangement Agreement, a superior proposal for Just Kitchen. Although Just Kitchen believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the proposed Arrangement include, without limitation, failure of the parties to satisfy the conditions for the completion of the Arrangement; termination of the arrangement agreement in respect of the Arrangement (the “Arrangement Agreement”) in certain circumstances; failure to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of the Common Shares; the Company is restricted from taking certain actions while the Arrangement is pending; the Company’s directors and officers may have interests in the Arrangement that are different from those of Shareholders; Shareholders will no longer hold an interest in the Company following the Arrangement; electing Shareholders will receive shares of a private entity organized under the laws of Taiwan; and the Post-Closing Reorganization (as defined in the Arrangement Agreement) may not be completed following the completion of the Arrangement. Consequently, the Company cautions readers not to place undue reliance on the forward-looking statements and information contained in this news release. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
CONTACT INFORMATION
Just Kitchen Holdings Corp.
Suite 1012, 1030 West Georgia Street
Vancouver, British Columbia, Canada V6E 2Y3
Jason Chen, CEO
Toll-Free: 1-855-JST-KCHN (1-855-578-5246)
E-mail: ir@justkitchen.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.