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IsZo Capital Pleased by Dismissal of Nam Tai’s Appeal of March 2021 Court Ruling That Voided the Company’s $170 Million Private Placement
Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)
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Rhea-AI Summary
The Eastern Caribbean Court of Appeal has dismissed Nam Tai Property's appeal regarding the Supreme Court's decision to void a $170 million private placement from October 2020. The court found that the placement was initiated by a Kaisa-controlled board for improper purposes, undermining shareholder interests. As a result, a special meeting of shareholders is scheduled for November 30, 2021, allowing for the election of new directors. IsZo Capital Management, holding 15% of Nam Tai, sees this ruling as a positive step for improving governance and financial stability.
Positive
Court of Appeal ruling dismisses Nam Tai's appeal, favoring shareholder interests.
Special meeting set for November 30, 2021, to elect new directors.
Negative
The private placement was deemed highly dilutive and initiated for improper purposes.
The ruling exposes governance issues under Kaisa's control.
Eastern Caribbean Court of Appeal Dismisses Nam Tai’s Appeal Against the Eastern Caribbean Supreme Court’s Decision to Void the Company’s Oct. 2020 Private Placement, Which was Found to Have Been Carried Out by the Kaisa-Controlled Board for an Improper Purpose
Special Meeting of Shareholders Ordered to be Held on November 30, 2021
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 dismissed 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 Kaisa Group Holdings Limited’s (HKG: 1638) (“Kaisa”) wholly-owned subsidiary, Greater Sail Limited (“Greater Sail”), and West Ridge Investment Company Limited. The Court of Appeal’s three-member panel unanimously decided to dismiss Nam Tai’s appeal.
The decision from the Court of Appeal follows the Court finding that Nam Tai’s Board of Directors (the “Board”) acted for an improper purpose when initiating the highly-dilutive private placement last year. Nam Tai told shareholders at the time that it initiated the transaction in order to “mitigate meaningful risks to our financial stability,” but the Court rightly found that it was initiated in order to maintain Kaisa’s de facto control over the Company and undermine IsZo’s efforts to reconstitute the Board at a requisitioned meeting of shareholders (the “Special Meeting”).
The Special Meeting is now set to be held on November 30, 2021.
Brian Sheehy, Founder and Managing Member of IsZo, stated:
“IsZo believes the Court of Appeal’s dismissal of Nam Tai’s appeal is an extremely positive outcome for shareholders unaffiliated with Kaisa. After spending nearly 18 months combatting the Kaisa-controlled Board’s anti-shareholder actions and overt entrenchment maneuvers, IsZo now sees a clear path for shareholders to elect ethical and experienced directors at the November 30th Special Meeting. Our slate, which has significant experience operating in China and navigating commercial property markets, has a plan for immediately improving governance, maintaining financial strength and deepening relationships with local stakeholders. We firmly believe our slate has the right strategy for realizing the tremendous value trapped within Nam Tai’s shares.”
When the Court of Appeal’s written decision is made available, IsZo plans to upload a copy to www.FixNTP.com. IsZo will be monitoring all other case-related developments, including Greater Sail’s appeal this week, and will provide additional updates as available.
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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.
