IsZo Capital Reaffirms Commitment to Delivering Change at Nam Tai Following the Kaisa-Controlled Board’s Latest Anti-Shareholder Financing Maneuver
13 Setembro 2021 - 7:00AM
Business Wire
Exposes New $164 Million Loan Facility
Entered Into by Nam Tai
Believes New Loan Facility Confirms No
“Liquidity Crisis” Ever Existed
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.”
***
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.
***
1 Shenzhen Administration for Market Regulation’s Commercial
Entities Registration and Record-Filing Information Inquiry System
(https://amr.sz.gov.cn/outer/entSelect/gs.html); National
Enterprise Credit Information Publicity System
(http://www.gsxt.gov.cn/corp-query-homepage.html); Unified
Registration and Publication System for Chattel Financing of China
Credit Reference Center of the People’s Bank of China
(https://www.zhongdengwang.org.cn).
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version on businesswire.com: https://www.businesswire.com/news/home/20210913005225/en/
For Shareholders:
Saratoga Proxy Consulting John Ferguson / Joe Mills,
212-257-1311 jferguson@saratogaproxy.com /
jmills@saratogaproxy.com
For Media:
MKA Charlotte Kiaie / Bela Kirpalani, 646-386-0091
iszo@mkacomms.com
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