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IsZo Capital Pleased by Court of Appeal’s Decision to Deny Stay Application and Uphold March 15th Record Date for Nam Tai’s Upcoming Special Meeting
Rhea-AI Impact
(Neutral)
Rhea-AI Sentiment
(Neutral)
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Rhea-AI Summary
The Eastern Caribbean Court of Appeal has denied Nam Tai Property Inc.'s requests to delay a special shareholder meeting scheduled for November 30, 2021. This follows the court's ruling voiding a $170 million private placement with Kaisa Group's subsidiary, Greater Sail Limited. IsZo Capital Management, owning 15% of Nam Tai, supports the removal of Kaisa-affiliated directors, with nearly 60% of shares already voted for new independent candidates. The court's decision enhances shareholder democracy and governance reform.
Positive
Court denied Nam Tai's request to postpone the special shareholder meeting, reinforcing shareholder rights.
Nearly 60% of outstanding shares, including over 94% unaffiliated with Kaisa, voted to replace Kaisa-affiliated directors.
IsZo's slate of independent candidates aims to improve governance and unlock shareholder value.
Negative
Court's decision highlights past governance issues with Kaisa maintaining de facto control over Nam Tai.
The $170 million private placement was found to undermine shareholder interests and financial stability.
SHAREHOLDERS WHO HAVE ALREADY VOTED IN CONNECTION WITH THE SPECIAL MEETING DO NOT NEED TO TAKE ANY FURTHER ACTION AND SHOULD DISREGARD ALL COMMUNICATIONS FROM THE COMPANY
COURT-ORDERED SPECIAL MEETING TO BE HELD ON NOVEMBER 30TH AS SCHEDULED
NEW YORK--(BUSINESS WIRE)--
IsZo Capital Management LP (together with its affiliates, “IsZo” or “we”), which beneficially owns approximately 15% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), is pleased that the Eastern Caribbean Court of Appeal (the “Court of Appeal”) has denied the applications made by the Company and Greater Sail Limited, a wholly-owned subsidiary of Kaisa Group Holdings Limited (HKG: 1638) (“Kaisa”), seeking a stay of the meeting of the Company’s shareholders (the “Special Meeting”) scheduled to be held on November 30, 2021 and to modify the March 15, 2021 record date for the Special Meeting. This decision follows the Court of Appeal’s recent dismissal of Nam Tai’s appeal against the Eastern Caribbean Supreme Court’s (the “Court”) March 2021 decision to void the Company’s October 2020$170 million private placement with Greater Sail Limited and West Ridge Investment Company Limited. Nam Tai told shareholders in October 2020 that it initiated the transaction to “mitigate meaningful risks to our financial stability,” but the Court rightly found that it was devised to help Kaisa maintain de facto control over the Company and undermine IsZo’s efforts to reconstitute the Board of Directors (the “Board”) at a requisitioned Special Meeting.
Shareholders who have already voted in connection with the Special Meeting do not need to take any further action and should disregard all communications from the Company.
Brian Sheehy, Founder and Managing Member of IsZo, stated:
“Holders of nearly 60% of Nam Tai’s outstanding shares – including more than 94% of holders unaffiliated with Kaisa – have already voted to remove the Kaisa-affiliated directors and elect six new highly-qualified, independent candidates to the Company’s Board. By denying the applications seeking a stay of the Special Meeting and to modify the March 15th record date, the Court of Appeal has ensured that those shareholders will finally be heard at the November 30th Special Meeting. We are extremely pleased that Nam Tai and Kaisa were not able to use perpetual delay tactics and ongoing litigation to thwart shareholder democracy. Our slate of director candidates, which has significant experience operating in China and navigating the commercial property markets, looks forward to immediately improving governance, maintaining financial strength and deepening relationships with local stakeholders. We firmly believe our slate has the right corporate strategy for realizing the tremendous value trapped within Nam Tai’s shares.”
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Shareholders with questions pertaining to today’s news or the Special Meeting should contact IsZo’s proxy solicitor, Saratoga Proxy Consulting, at info@saratogaproxy.com or 212-257-1311. Please remember that shareholders who already voted do not need to take any further action.
What is the significance of the November 30, 2021 special meeting for Nam Tai Property Inc. (NTP)?
The special meeting is crucial as shareholders will vote on removing Kaisa-affiliated directors and electing new independent candidates.
What was the court's ruling regarding the private placement involving Kaisa Group and Nam Tai (NTP)?
The court voided the $170 million private placement, determining it was designed to help Kaisa maintain control and undermine shareholder interests.
How many shareholders have already voted for the special meeting of Nam Tai (NTP)?
Holders of nearly 60% of Nam Tai’s outstanding shares have already voted, with over 94% of those unaffiliated with Kaisa supporting the removal of Kaisa-affiliated directors.
What impact does the court's decision have on Nam Tai's shareholders?
The decision strengthens shareholder democracy, ensuring that the concerns of a significant portion of shareholders are addressed in the upcoming meeting.
