NAM TAI PROPERTY INC.
Form 6-K
CONTENTS
On April 7, 2022, the High Court of Justice in the British
Virgin Islands (“BVI”) handed down judgment on a claim by West
Ridge Investment Company Limited (“West Ridge”), a subsidiary of
Haitong International Securities Co Ltd, against the Company
arising out of a Securities Purchase Agreement dated
October 5, 2020 between West Ridge and the Company (the
“Purchase Agreement”). The Company has filed an application for a
stay of the court’s order pending an appeal for which it seeks
leave to make. At the time of the Purchase Agreement, the Company’s
Board of Directors was primarily comprised of individuals
affiliated with Kaisa Group Holdings Limited (“Kaisa Group”).
As previously disclosed, on October 5, 2020, the Company
placed 16,051,219 of newly issued shares with Greater Sail Limited
(“Greater Sail”), a subsidiary of Kaisa Group, and 2,603,366 of
newly issued shares with West Ridge, pursuant to a private
investment in public equity (“PIPE”). West Ridge paid
$23,820,798.90 for the shares allotted to it pursuant to the
PIPE.
At the time of the PIPE, the Company was under the de facto control
of Kaisa Group.
As previously disclosed, on October 13, 2020, IsZo Capital LP,
a shareholder in the Company, commenced legal proceedings in the
BVI against the Company, Greater Sail and West Ridge. On
March 3, 2021 the BVI Court set aside the issuance of shares
to Greater Sail and West Ridge, which decision was upheld by the
Eastern Caribbean Court of Appeal, following which a special
meeting of shareholders took place on November 30, 2021 at
which Kaisa Group-affiliated directors were replaced by individuals
nominated by IsZo Capital LP.
In the course of the BVI court proceedings the Company, whilst
under the de-facto control
of Kaisa Group, entered into an agreement with West Ridge (the
“Settlement Agreement”) which amongst other things agreed to the
return of the payment made by West Ridge under the Purchase
Agreement and provided West Ridge with substantial indemnities in
the event that IsZo Capital LP succeeded in its claim.
Following the BVI Court’s decision in the proceedings brought by
IsZo Capital LP, West Ridge sought judgment against the Company
under the Settlement Agreement for the return of the payment made
by it pursuant to the Purchase Agreement and under the indemnities.
The Company has challenged these proceedings and seeks to set off
claims against West Ridge that it contends exceed the amounts
claimed by West Ridge. On April 7, 2022, the BVI Court
delivered judgment in favor of West Ridge and concluded that the
terms of the Settlement Agreement stand to be enforced subject to
any issues as to quantum. A copy of the judgment has been attached
as Exhibit 99.1 hereto.
Exhibit Index
