Adopts One-Year Shareholder Rights
Plan
Receives Notice That Deutsche Bank has
Foreclosed on All Shares Previously Held by Greater Sail, a
Wholly-Owned Affiliate of Kaisa Group
Confirms Termination of All Kaisa-Appointed
Executives and Legal Representatives
Retains Legal Counsel to Support Assessment
of Validity of Recent Special Meeting Requisition
Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”)
today provided a series of corporate updates, including that it has
entered into a one-year shareholder rights plan (the “Rights
Plan”). The Rights Plan, which is effective immediately and will
expire no later than December 13, 2022, unless renewed, was
unanimously approved by the recently reconstituted Board of
Directors (the “Board”) to protect the best interests of the
Company and its shareholders. One Right has been declared by the
Board for each outstanding share.
Rights Plan
After careful consideration, the Board approved the adoption of
the Rights Plan in order to prevent any person from surreptitiously
obtaining control of the Company or from obtaining control without
providing an acceptable premium to all shareholders. The Rights
Plan does not prevent the removal of the current board of directors
by appropriate shareholder action and the shareholders of the
Company also have the ability in the event a “qualified offer”, as
defined in the Rights Plan, is made for all shares, to cause the
redemption of the Rights. The Board believes adopting the Rights
Plan at this time will allow shareholders to benefit from the
recent appointment of a new corporate leadership team, which is
working to develop a long-term strategy for improving governance,
establishing a credible capital allocation policy and realizing the
intrinsic value of the Company’s assets.
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 – it has a one-year term, it does not
prevent the removal of any director, the triggering threshold is
set at a high level, 20%, and shareholders have the ability to
cause the redemption of the Rights in the event a qualified offer
is made for all shares.
While the Rights Plan does not prevent the acquisition of the
Company, it may cause substantial dilution to a person or group
that acquires 20% or more of the shares unless the Rights are first
redeemed by the Board. Pursuant to the Rights Plan, until the
earlier of (i) the Company’s announcement that a person or group
has acquired 20% or more of the Company’s shares (an “Acquiring
Person”) or the date and time on which any Acquiring Person has
acquired more than 50% of the Company’s shares (in either case, the
“Flip-in Date”) and (ii) the tenth business day, or such later date
designated by the Board, after any person or group commences a
tender or exchange offer that will result in such person or group
becoming an Acquiring Person, the Rights will be evidenced by the
registration of the shares in the register of members of the
Company, will automatically trade with the shares and will not be
exercisable. Thereafter, separate Rights certificates will be
distributed and each Right will entitle its holder to purchase one
share for an exercise price of $60. The Company has been informed
that Deutsche Bank AG, Hong Kong Branch (“Deutsche Bank”), has
foreclosed on the nearly 24% position in the Company previously
held by Kaisa Group Holdings Limited’s (“Kaisa”) wholly-owned
affiliate, Greater Sail Limited (“Greater Sail”), and that
transaction has been exempted from the Rights Plan.
Upon the occurrence of the Flip-in Date, each Right (other than
Rights beneficially owned by an Acquiring Person or transferees
thereof, which Rights become void) will entitle its holder to
purchase, for the exercise price, a number of the Company’s shares
having a market value of twice the exercise price. If any person or
group acquires between 20% and 50% of the Company’s shares, the
Board may, at its option, to exchange all (but not less than all)
of the then issued Rights for shares at an exchange ratio of one
share per Right.
The Rights may be redeemed by the Board for $0.001 per Right
prior to the Flip-in Date, and the Rights Plan may be amended by
the Company (acting upon the recommendation or direction of the
Board). The record date to determine shareholders of the Company
entitled to receive the Rights is December 23, 2021. Additional
details regarding the Rights Plan will be contained in a Form 6-K
to be filed by the Company with the U.S. Securities and Exchange
Commission.
Notice of Foreclosure on Shares Previously Held by Kaisa
Affiliate
The Company received on December 7, 2021, a letter, dated
December 3 (the “Foreclosure Notice”), from a representative
appointed by Deutsche Bank, informing the Company of the
appointment of receivers (the “Receivers”) with respect to the
shares of the Company previously held by Greater Sail (the “Charged
Shares”). The Foreclosure Notice provides that “[Greater Sail] no
longer has any power or authority to deal with the Charged Shares
or exercise any rights attached to or in relation to the Charged
Shares, except to the extent that any authority is delegated in
writing by the [r]eceivers.” According to securities filings by
Kaisa on Schedule 13D, Kaisa has no interest in the Company other
than the Charged Shares.
Confirmation of Termination of All Kaisa-Appointed
Executives
As stated in the Company’s press release dated December 3, 2021,
the Company held a special meeting of shareholders on November 30,
2021 which resulted in a reconstitution of the Company’s Board. The
reconstituted Board held a meeting on December 1, 2021, which among
other things, appointed an interim chief executive officer of the
Company and an interim chief financial officer of the Company,
removed all existing officers and authorized signatories of the
Company, including Mr. Wang Jiabiao, and reconstituted the Board of
Directors (the “NTG Board”) of Nam Tai Group Limited. On December
1, 2021, the reconstituted NTG Board, among other things, by
requisite vote adopted resolutions to remove Mr. Wang Jiabiao as
executive director, legal representative and authorized signatory
of Nam Tai Investments (Shenzhen) Co. Ltd. (“NTI”) with immediate
effect and remove Ms. Zhang Yu as supervisor of NTI with immediate
effect.
Updates Regarding Special Meeting
The Board has postponed the requisitioning of the shareholders’
meeting purportedly made by Greater Sail and others. The Board is
considering the validity of the requisition notice, including the
fact that the Company has received the Foreclosure Notice. The
Board has retained legal counsel regarding the validity of the
requisition notice.
Other Matters
The Company has also made certain amendments to its Memorandum
and Articles of Association, primarily concerning the procedures
regarding shareholder nominations of directors and
shareholder-proposed matters to be acted upon at general meetings.
The amended Memorandum and Articles will be filed on a Form 6-K
with the Securities and Exchange Commission once effective.
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
our future financial performance based on our growth strategies and
anticipated trends in our business and the industry in which we
operate. These statements are only predictions based on our current
expectations about future events. There are several factors, many
beyond our control, which could cause results to differ materially
from our expectation. These risk factors are described in our
Annual Report on Form 20-F and in our Current Reports filed on Form
6-K from time to time and are incorporated herein by reference. Any
of these factors could, by itself, or together with one or more
other factors, adversely affect our business, results of operations
or financial condition. There may also be other factors currently
unknown to us, or have not been described by us, that could cause
our results to differ from our expectations. Although we believe
the expectations reflected in the forward-looking statements are
reasonable, we 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, we are not
obligated, and we undertake 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. is an owner-operator of commercial real
estate projects across China. The Company currently maintains two
industrial complex projects, with one in Guangming, Shenzhen and
one in Bao'an, Shenzhen. Learn more about the Company’s portfolio
and strategic priorities by visiting www.NamTai.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211213006009/en/
MKA Greg Marose / Ashley Areopagita, 646-386-0091
gmarose@mkacomms.com / aareopagita@mkacomms.com
Nam Tai Property (NYSE:NTP)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Nam Tai Property (NYSE:NTP)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
