IsZo Capital Pleased by Court’s Ruling to Void Nam Tai’s $170 Million Private Placement

Rhea-AI Summary

IsZo Capital Management LP, owning about 11% of Nam Tai Property Inc. (NYSE: NTP), has won a lawsuit in the Eastern Caribbean Supreme Court. The court voided a $170 million private placement that increased Kaisa Group Holdings' ownership from 23.9% to 43.9% and also affected West Ridge Investment Company. The ruling found that Nam Tai's Board acted improperly in conducting the transaction, breaching fiduciary duties to grant Kaisa de facto control. The court has ordered Nam Tai to hold a Special Meeting to address shareholder concerns promptly.

Positive

• IsZo's lawsuit success restores share control to existing shareholders.
• Court ruling mandates a Special Meeting for shareholders to address board composition.

Negative

• The court found Nam Tai's Board acted for improper purposes, indicating governance issues.
• The private placement’s voiding raises concerns about prior management decisions and fiduciary conduct.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210303005608/en/

FAQ

What was the outcome of the IsZo Capital Management lawsuit against Nam Tai Property Inc. (NTP)?

The Eastern Caribbean Supreme Court ruled in favor of IsZo, voiding Nam Tai's $170 million private placement.

How did the court ruling affect Kaisa Group's ownership in Nam Tai Property Inc. (NTP)?

The ruling reversed Kaisa's ownership increase from 23.9% to 43.9%, restoring prior shareholding proportions.

What meeting has the court ordered after the lawsuit ruling for Nam Tai Property Inc. (NTP)?

The court has ordered Nam Tai to convene a Special Meeting to address the shareholders' requisition.

What fiduciary issues were raised by the court ruling regarding Nam Tai Property Inc. (NTP)?

The court found that Nam Tai's Board breached their fiduciary duties by improperly executing the private placement.