Nam Tai Property Announces Board Changes and Amendment to Shareholder Rights Plan

Rhea-AI Summary

Nam Tai Property Inc. (NTPIF) has announced significant updates, including the resignation of directors Cindy Chen Delano, Leung Lin Cheong, Zhou Chongqing, and Mark Waslen, effective December 2022. The company also amended its Shareholder Rights Plan, reducing the control acquisition threshold from 20% to 10% and extending the expiration to December 13, 2023. This amendment aims to protect shareholder rights and interests. No disagreements were noted between the resigning directors and the company. Forward-looking statements warn of potential risks affecting future performance.

Positive

• Amendment to the Rights Plan designed to safeguard shareholder rights.
• Resignation of directors without disagreements suggests smooth governance transition.

Negative

• Director resignations may create instability or uncertainty in leadership.
• Reduction of control threshold to 10% may make the company more vulnerable to takeovers.

NEW YORK--(BUSINESS WIRE)-- Nam Tai Property Inc. (OTC Expert Market: NTPIF) (“Nam Tai” or the “Company”) today provided the following corporate updates:

Director Resignations

Nam Tai’s Board of Directors (the “Board”) has accepted the resignations of directors Cindy Chen Delano, Leung Lin Cheong (Louis Leung), Zhou Chongqing and Mark Waslen. Mr. Leung’s resignation became effective on December 1, 2022. The resignations of Messrs. Waslen and Zhou and Ms. Delano became effective on December 12, 2022. There were no disagreements between the resigning directors and the Company or the Board on any matters relating to the Company’s operations, policies practices or any other matter.

Amendment to the Company’s Shareholder Rights Plan (the “Rights Plan”)

The Board has approved a second amendment to the Company’s Rights Plan, originally dated December 13, 2021, as first amended January 12, 2022. The Rights Plan was put in place to prevent any person or group from obtaining control of the Company without negotiating with the Board and providing an acceptable premium to all shareholders. Among other things, the triggering threshold has been decreased to 10%, from 20%, and the Expiration Time, as defined in the Rights Plan, has been extended to December 13, 2023, subject to extension by action of the Board or to an earlier expiration as described in the Rights Plan. Additionally, the qualified offer provision has been amended to include the defined term “Eligible Shareholders,” as defined in the Rights Plan.

The Rights Plan is similar to shareholder rights plans adopted by other publicly traded companies. The Rights Plan does not prohibit shareholders from requisitioning meetings, seeking changes to the composition of the Board or making other proposals pertaining to the Company. The Rights Plan was carefully crafted to protect shareholders’ rights in that it does not prevent the removal of any director and, under certain circumstances as provided in the Rights Plan, shareholders have the ability to direct the Board to redeem the rights in the event a qualified offer is made for all shares.

Additional details regarding the Rights Plan are contained in a Form 6-K that the Company has filed with the U.S. Securities and Exchange Commission.

Forward-Looking Statements

Certain statements included in this announcement, other than statements of historical fact, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “might,” “can,” “could,” “will,” “would,” “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “seek,” or “timetable.” These forward-looking statements, which are subject to risks, uncertainties and assumptions, may include projections of future financial performance based on the Company’s growth strategies and anticipated trends in the business and industry in which Nam Tai operates. Such forward-looking statements include, among other things, statements regarding the anticipated benefits of the Rights Plan, the Company’s plans and expectations and its ability to achieve sustained value for shareholders. These statements are only predictions based on current expectations about future events. There are several factors, many beyond the Company’s control, which could cause results to differ materially from expectations, including, among other things, the future actions of Mr. Wang and Ms. Zhang, the Company’s success with respect to its litigation and regulatory actions, other impediments to gaining on-shore control, timing of gaining on-shore control, access to bank accounts, other sources of liquidity and general market conditions in the real estate sector. Any of these factors could, by itself, or together with one or more other factors, adversely affect the Company’s business, results of operations or financial condition. There may also be other factors, which are currently unknown or have not been described, that could cause our results to differ from expectations. Although the expectations reflected in the forward-looking statements are believed to be reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements apply only as of the date of this announcement; as such, they should not be unduly relied upon as circumstances change. Except as required by law, the Company is not obligated, and undertakes no obligation, to release publicly any revisions to these forward-looking statements that might reflect events or circumstance occurring after the date of this announcement or those that might reflect the occurrence of unanticipated events.

About Nam Tai Property

Nam Tai Property Inc., a Company incorporated in the British Virgin Islands (the “BVI”) and governed by BVI law, owns certain subsidiaries, which own and operate commercial real estate projects across China. Those subsidiaries currently maintain two industrial complex projects, with one in Guangming, Shenzhen and one in Bao’an, Shenzhen. Learn more about the Company, and the portfolio of properties held by certain of its subsidiaries by emailing our investor relations team or visiting Weibo: https://weibo.com/u/7755634761.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221214005671/en/

Longacre Square Partners

Greg Marose / Ashley Areopagita, 646-386-0091

ntp@longacresquare.com

Source: Nam Tai Property Inc.

FAQ

What recent changes occurred in Nam Tai Property's board of directors?

Nam Tai Property Inc. reported the resignations of directors Cindy Chen Delano, Leung Lin Cheong, Zhou Chongqing, and Mark Waslen in December 2022.

What is the significance of the amendment to Nam Tai Property's Rights Plan?

The amendment lowers the threshold for control acquisition from 20% to 10%, which is designed to protect shareholder rights.

When does the amended Rights Plan for Nam Tai Property expire?

The amended Rights Plan is set to expire on December 13, 2023.

Did the resigning directors have disagreements with Nam Tai Property?

No, the resignations of the directors occurred without any disagreements regarding the company's operations.

What risks are associated with Nam Tai Property's forward-looking statements?

The forward-looking statements highlight uncertainties that could adversely affect the company's financial performance, including regulatory challenges and market conditions.