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IsZo Capital Provides Important Update Regarding Special Meeting of Nam Tai ShareholdersIsZo Capital Management LP (together with its affiliates, "IsZo" or "we"), which beneficially owns approximately 12.1% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) ("Nam Tai" or the "Company"), today announced that the Eastern Caribbean Supreme Court (the "Court") has ordered the Company to convene a meeting of shareholders (the "Special Meeting") on April 26, 2021 and fix a record date of March 15, 2021. On September 11, 2020, IsZo delivered to Nam Tai verified requests to convene a Special Meeting from holders of approximately 40% of the Company's outstanding shares - a number far in excess of the 30% requirement (the "Requisition"). IsZo has been seeking to convene the Special Meeting for the purpose of providing shareholders an opportunity to reconstitute Nam Tai's Board of Directors (the "Board") by removing a majority of the incumbents and installing six highly-qualified and independent individuals: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder. IsZo believes that the right leadership can help unlock the true value of Nam Tai's current assets, which the Company's own valuation estimates have suggested is up to $40 per share. IsZo is pleased that shareholders will finally have the opportunity to vote to reconstitute the Board at the Special Meeting now that the Court ruled in its favor and reached a judgement that voids the $170 million private placement executed by the Company on October 5, 2020. As a reminder, IsZo filed a lawsuit in October 2020 against Nam Tai, Kaisa Group Holdings Limited's (HKG:1638) ("Kaisa") wholly-owned subsidiary Greater Sail Limited ("Kaisa-Greater Sail") and West Ridge Investment Company Limited ("West Ridge") seeking to invalidate the Company's private placement, which had distributed more than 16 million common shares to Kaisa-Greater Sail, taking its ownership from 23.9% to 43.9% of the outstanding shares, and more than 2.6 million common shares to West Ridge. IsZo believed the private placement, which was executed after the Company received the Requisition to remove and replace the Kaisa-affiliated directors from the Board, represented a blatant entrenchment maneuver intended to prevent boardroom change at the Special Meeting by significantly boosting Kaisa's ownership and diluting other shareholders. It is now clear based on the Court's findings that a majority of the incumbent directors, including Executive Chairman Dr. Lai Ling Tam, Dr. William Lo, Vincent Fok, Professor Si Zong (News - Alert) Wu and Professor Aiping Lyu, betrayed shareholders and breached their duties when initiating the transaction. In its judgement on March 3, 2021, the Court found that:1
In light of these and other findings, we anticipate many shareholders will be more motivated than ever to seek boardroom change at Nam Tai. We encourage shareholders interested in voting at the Special Meeting to get in touch with IsZo's solicitor, Saratoga Proxy Consulting, at [email protected] or (212) 257-1311. Saratoga will help address all questions pertaining to the Special Meeting and the voting process. Shareholders as of the close of business on March 15, 2021 (the "Record Date") are eligible to receive notice of and to vote at the Special Meeting. This means that Thursday, March 11, 2021 is the last day to purchase shares to vote at the Special Meeting. Please note that Nam Tai shareholders who have loaned, pledged or hypothecated any of their shares may not be able to vote their shares unless they are returned to their accounts before the Record Date. In the days and weeks to come, IsZo will be sharing additional information about its director candidates' collective commitment to restoring the Board's credibility and working to unlock the intrinsic value of Nam Tai's portfolio. Our goal is to communicate with shareholders frequently ahead of the Special Meeting on April 26, 2021. Visit www.FixNTP.com for more information and to sign up for e-mail alerts.
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