IsZo Capital Comments on Stay Delaying Nam Tai’s Special Meeting
April 23 2021 - 8:30AM
Business Wire
Highlights That Eastern Caribbean Court of
Appeal Granted Stay While Aware that 97% of Shareholders Excluding
Kaisa had Voted to Reconstitute Nam Tai’s Board
Remains Committed to Protecting
Shareholders’ Best Interests and Promises Further Updates Regarding
the Special Meeting as Additional Information Becomes
Available
Calls on Nam Tai to Explain $150.2 Million
Investment into Credit Suisse Supply Chain Fund Ostensibly
Connected to Greensill Capital
IsZo Capital Management LP (together with its affiliates,
“IsZo”), which beneficially owns approximately 14.1% of the
outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai”
or the “Company”), today commented on the order issued by the
Eastern Caribbean Court of Appeal (the “Court of Appeal”) in
connection with the Company’s 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,
which voided Nam Tai’s $170 million private placement.
The Court of Appeal granted a stay that postpones the
Court-ordered meeting of Nam Tai shareholders (the “Special
Meeting”), whereat shareholders can remove and replace the
Kaisa-affiliated directors from Nam Tai’s Board of Directors (the
“Board”), until Nam Tai’s appeal regarding the validity of the
private placement is heard and decided. The Court of Appeal was
aware that of the shareholders who had already voted, 97% of
shareholders excluding Kaisa had voted to reconstitute the Board
with IsZo’s highly-qualified director candidates and that there was
therefore overwhelming support from shareholders to remove and
replace the Kaisa-affiliated directors from the Board. However, the
Court of Appeal determined that the balance of circumstances lay in
favor of postponing the Special Meeting until after the appeal and
that this would cause the least disruption to Nam Tai taking into
account the Court's restrictions on Nam Tai, including prohibiting
it from carrying out significant transactions without first
providing notice to IsZo. The full transcript of the hearing will
be posted to www.FixNTP.com once it is available.
To be clear, the Court of Appeal did not overturn the Court’s
ruling that the 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. Nam Tai’s appeal of such ruling will
be held at a later date that is presently unknown, and then the
Special Meeting will be held shortly thereafter. IsZo will provide
additional information once it is available.
Brian Sheehy, Founder and Managing Member of IsZo,
commented:
“It is extremely disappointing that the Special Meeting was
delayed just days before it was to be held, especially considering
the overwhelming majority of shareholders had voted to remove and
replace the Kaisa-affiliated directors from the Board. In fact, the
evidence before the Court of Appeal was that 83% of the outstanding
shares had already voted and over 57% of the outstanding shares
voted to reconstitute the Board, which represents 97% shareholder
support excluding Kaisa’s shares.”
Mr. Sheehy added:
“We share our fellow shareholders’ frustration that the
directors who breached their fiduciary duties succeeded in delaying
the Special Meeting and temporarily escaping accountability. Rest
assured that IsZo is not going anywhere and will continue to fight
for the best interests of shareholders – we continue to believe in
Nam Tai’s long-term value creation prospects under the leadership
of a reconstituted Board committed to acting in the best interests
of all shareholders. We are confident that Nam Tai’s appeal is
without merit and look forward to a prompt resolution of the appeal
so shareholders can finally vote to remove and replace the
Kaisa-affiliated directors at the Special Meeting they validly
requisitioned back in September 2020.”
Mr. Sheehy concluded:
“In the meantime, IsZo calls on Nam Tai to provide a full
explanation regarding its $150.2 million investment into a Supply
Chain Fund managed by Credit Suisse, ostensibly connected to
Greensill Capital, which has since been terminated as disclosed in
the Company’s 20-F. How does a company purportedly facing a
liquidity crisis make such an investment? Who was responsible for
making the investment, why was it made and why wasn’t such a
material investment disclosed to shareholders at the time it was
made? Why wasn’t the default promptly disclosed to shareholders?
What is the timing and amount of Nam Tai’s expected recovery?
Shareholders deserve answers.”
***
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.
***
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