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IsZo Capital Pleased by Court’s Ruling to Void Nam Tai’s $170 Million Private Placement
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(Moderate)
Rhea-AI Sentiment
(Neutral)
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IsZo Capital Management LP (together with its affiliates, “IsZo”), which beneficially owns approximately 11% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), today commented on the outcome of the lawsuit it brought in the Eastern Caribbean Supreme Court (the “Court”) against Nam Tai, Kaisa Group Holdings Limited’s (HKG: 1638) (“Kaisa”) wholly-owned subsidiary Greater Sail Limited (“Kaisa-Greater Sail”) and West Ridge Investment Company Limited (“West Ridge”). The Court has ruled in IsZo’s favor and voided Nam Tai’s $170 million private placement, which distributed more than 16 million common shares to Kaisa-Greater Sail, taking its ownership from 23.9% to 43.9% of the outstanding shares, and more than 2.6 million common shares to West Ridge.
The Court found that Nam Tai’s Board of Directors (the “Board”) acted for an improper purpose when initiating the dilutive transaction in October 2020. It was determined that execution of the private placement was a breach of the directors’ fiduciary duties and was undertaken to give Kaisa de facto control of the Company in response to a requisition from approximately 40% of the outstanding shares to convene a meeting of Nam Tai shareholders (the “Special Meeting”) to remove and replace the Kaisa-affiliated directors from the Board.
As part of today’s ruling, the Court is ordering Nam Tai to convene the Special Meeting as soon as reasonably practical. The particulars of the meeting are being finalized with the Court and IsZo will further update shareholders when more information becomes available.
Shareholders interested in learning more should contact our solicitor, Saratoga Proxy Consulting, at info@saratogaproxy.com or (212) 257-1311. We also encourage shareholders to learn more about our slate and sign up for important updates by visiting www.FixNTP.com.
The Company is a real estate developer and operator, mainly conducting business in Mainland China. Its main land resources are located in the Guangdong-Hong Kong-Macao Greater Bay Area ("Greater Bay Area") and Wuxi, China, of which the three plots in Shenzhen will be developed into Nam Tai Inno Park, Nam Tai Technology Center and Nam Tai Inno Valley. The Company plans to build these technology parks into landmark parks in the region and provide high-quality industrial offices, industrial service spaces and supporting dormitories to the tenants. Based on the experience of developing and operating technology parks and an industrial relationship network accumulated over the past 40 years, it has also exported the operation model of technology parks to other industrial properties. Through an asset-light model, it has leased industrial properties for repositioning and business invitation. It will also expand the commercial and residential property business in China as an auxiliary development strategy of the Company. As the growth prospects of China maintain, the Company shall seize development opportunities in the Greater Bay Area and other first- and second-tier cities in China, and continue to strengthen and expand the business of industrial real estate, and commercial and residential properties. Nam Tai Property Inc. is a corporation registered in the British Virgin Islands and listed on the New York Stock Exchange.
