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IsZo Capital Reaffirms Commitment to Delivering Change at Nam Tai Following the Kaisa-Controlled Board’s Latest Anti-Shareholder Financing Maneuver
Rhea-AI Impact
(Low)
Rhea-AI Sentiment
(Neutral)
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Rhea-AI Summary
Nam Tai Property Inc. (NYSE: NTP) has secured a new loan facility worth over $164 million (RMB 1.06 billion) from the Shenzhen Branch of the Bank of Guangzhou, effective August 30, 2021. This move indicates that Nam Tai has maintained access to capital, countering claims of a liquidity crisis. However, ongoing legal matters related to a $170 million private placement could impact governance, as highlighted by IsZo Capital Management, a significant shareholder advocating for changes in the board structure.
Positive
Secured a new loan facility of over $164 million, enhancing liquidity.
Loan facility indicates no actual liquidity crisis existed.
Valuable real estate holdings provide viable collateral for financing.
Negative
Ongoing appeal against a court ruling voiding a $170 million private placement.
Board's alleged lack of transparency about financial matters could undermine shareholder trust.
Loan facility potentially exposes all company assets to unnecessary risk.
Exposes New $164 Million Loan Facility Entered Into by Nam Tai
Believes New Loan Facility Confirms No “Liquidity Crisis” Ever Existed
NEW YORK--(BUSINESS WIRE)--
IsZo Capital Management LP (together with its affiliates, “IsZo” or “we”), which beneficially owns over 15% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), today commented on the Company’s entry into a new loan facility. Based on information available through public databases in China, it appears that through its subsidiary, Nam Tai entered into a new loan facility for RMB 1.06 billion (more than $164 million) with the Shenzhen Branch of the Bank of Guangzhou, effective August 30, 2021. 1
As a reminder, IsZo and Nam Tai are awaiting a decision from the Eastern Caribbean Court of Appeal (the “Court of Appeal”) regarding the Company’s appeal against the Eastern Caribbean Supreme Court’s (the “Court”) March 2021 decision to void its October 2020$170 million private placement with Kaisa Group Holdings Limited’s (HKG: 1638) (“Kaisa”) wholly-owned subsidiary, Greater Sail Limited, and West Ridge Investment Company Limited. The Court found that the Company’s Board of Directors (the “Board”) acted for an improper purpose when initiating the highly-dilutive transaction. Nam Tai told shareholders at the time that it initiated the private placement in order to “mitigate meaningful risks to our financial stability,” but the Court rightly found that the transaction 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”).
Brian Sheehy, Founder and Managing Member of IsZo, stated:
“Although we expect the Kaisa-controlled Board to eventually depict this new loan facility as an accomplishment, its existence only validates our view that Nam Tai never faced a legitimate liquidity crisis in the first place. We have repeatedly highlighted over the past year that Nam Tai, which has valuable real estate holdings that represent viable collateral, should have no issue maintaining access to capital and relationships with lenders. We demonstrated this by obtaining financing commitments, via formal letters of intent, from three separate Chinese banks (which we accomplished in a matter of weeks, from outside the boardroom no less). In our view, the Kaisa-controlled Board has tried to repeatedly mislead shareholders about Nam Tai’s financing options in order to quell our efforts to facilitate meaningful boardroom change at the yet-to-be-held Special Meeting. We believe the Company’s failure to disclose the entry into this loan facility speaks volumes as to the lengths the Kaisa-controlled Board will go to deceive shareholders.
Two weeks have passed since this loan facility was entered into, so it is truly inexplicable that the Company has failed to notify the public of its entry, not to mention a possible violation of applicable SEC rules. What valid justification does the Board have for withholding this material information?
Based on our review of information available through public databases in China, we understand that the loan facility appears to be effectively secured by all of the Company’s assets rather than a single property or project. We believe an aligned and competent Board would not expose all of the Company’s assets to such unnecessary risk.
This latest gambit by the Kaisa-controlled Board should remind shareholders that change is still sorely needed at Nam Tai. IsZo remains firmly committed to delivering that change, and will not be deterred by the resources or time it may take to remove the Kaisa-affiliated members of the Board. We will continue to advocate for our fellow shareholders, including the more than 94% of shareholders unaffiliated with Kaisa who voted in favor of boardroom change ahead of the pending Special Meeting. We look forward to the Court of Appeal’s decision as well as the prompt continuation of the Special Meeting and resulting election of new directors committed to representing the best interests of all shareholders.”
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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.
