IsZo Capital Provides Update on Nam Tai’s Appeal of Voided Private Placement

Rhea-AI Summary

IsZo Capital Management LP, owning 13.1% of Nam Tai Property (NTP), updates on the appeal against a ruling voiding a $170 million private placement initiated in October 2020. The Eastern Caribbean Court found the placement breached fiduciary duties and aimed to grant Kaisa Group control amid shareholder disputes. Following a June 16, 2021 hearing, the Court plans to issue a decision promptly. IsZo aims to change the board to unlock the property portfolio's potential, estimated at $40 per share.

Positive

• IsZo Capital Management holds 13.1% of Nam Tai, signaling strong shareholder engagement.
• Nearly 60% of shareholders supported removing Kaisa-affiliated directors, indicating a shift in control.
• Potential intrinsic value of Nam Tai's property portfolio estimated at $40 per share.

Negative

• Court ruling voided a $170 million private placement, impacting capital structure.
• The Court found the private placement was a breach of fiduciary duties by the board.

IsZo Capital Management LP (together with its affiliates, “IsZo”), which beneficially owns approximately 13.1% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), today provided an update regarding the Company’s appeal to the Eastern Caribbean Court of Appeal (the “Court of Appeal”) of the Eastern Caribbean Supreme Court’s (the “Court”) ruling against Nam Tai, Kaisa Group Holdings Limited’s (HKG: 1638) (“Kaisa”) wholly-owned subsidiary Greater Sail Limited and West Ridge Investment Company Limited. The Court’s March 2021 ruling voided Nam Tai’s $170 million private placement and found that the Company’s Board of Directors (the “Board”) acted for an improper purpose when initiating the dilutive transaction in October 2020.

As a reminder, the Court 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 following 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 Board members. The Court also ordered Nam Tai to hold the Special Meeting, and nearly 60% of Nam Tai’s outstanding shares (which represents over 94% shareholder support excluding Kaisa’s shares) voted to remove the Kaisa-affiliated directors and install IsZo’s slate prior to the Court of Appeal granting a stay that adjourned the Special Meeting until after Nam Tai’s appeal regarding the validity of the private placement is heard and decided.

Nam Tai’s appeal hearing before the Court of Appeal concluded on June 16, 2021. The full transcript from the hearing will be posted to www.FixNTP.com once it is available.

The Court of Appeal recognized the urgency of the matter by agreeing to hear the appeal on a compressed timetable and indicated it would render its decision on the appeal as soon as possible. No estimated date for the decision was provided.

Following the Court of Appeal’s ruling, IsZo intends to promptly provide an update to shareholders. IsZo remains fully committed to delivering boardroom change and installing directors with a vision for unlocking the intrinsic value of Nam Tai’s property portfolio, which we believe is at least $40 per share in value.

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/20210627005056/en/

FAQ

What is the recent update regarding Nam Tai Property Inc. (NTP)?

IsZo provided an update on its appeal against a court ruling voiding a $170 million private placement.

What was the Eastern Caribbean Court's ruling on Nam Tai's private placement?

The Court ruled the private placement was void due to breaches of fiduciary duties by the board.

What percentage of Nam Tai shares does IsZo Capital own?

IsZo Capital owns approximately 13.1% of the outstanding shares of Nam Tai Property.

What is the estimated value of Nam Tai's property portfolio?

IsZo estimates Nam Tai's property portfolio to have an intrinsic value of at least $40 per share.

What is the outcome of the Special Meeting for Nam Tai shareholders?

Nearly 60% of shares voted to remove Kaisa-affiliated directors during the Special Meeting.