Announces Agreements with IAT Insurance
Group and IsZo Capital Management, who are Funding an Unsecured
Debt Facility to Provide the Company Immediate Capital and
Liquidity Without Equity Dilution
Contends Kaisa Group, Which has Disclosed
Defaulting on its own Corporate Obligations, is Placing Nam Tai’s
Stakeholders at Risk and Undermining Stability in Local
Communities
Reiterates Kaisa Group Ally Jiabiao Wang was
Terminated as CEO and Replaced as Legal Representative in December
2021, Meaning his Ongoing Interference in Nam Tai’s Affairs is
Unauthorized and Unlawful
The Board of Directors of Nam Tai Property Inc. (NYSE: NTP)
today provided a series of corporate updates via the below open
letter to shareholders.
***
Dear Shareholders,
We want to update you on our path to securing total on-shore
control of Nam Tai Property Inc. ("Nam Tai" or the "Company") and
its assets. In recent weeks, Jiabiao Wang, whom we believe to be a
longtime ally of Kaisa Group Holdings Limited (collectively with
its affiliates, “Kaisa Group”) and whom the reconstituted Board of
Directors (the “Board”) has terminated from any role at Nam Tai,
has obstructed an orderly handover of business assets in mainland
China. The Board has responded by actively engaging with local
government officials to address Mr. Wang and Kaisa Group’s apparent
interference and uphold social stability. It is clear to us that
Mr. Wang and Kaisa Group’s attempts to delay the transfer of assets
represent an unwelcomed development for local stakeholders.
Fortunately, we have the resources to attain control and place Nam
Tai on what we believe will be a road to long-term value creation
for the Company’s shareholders, development partners and valued
employees in Shenzhen, Dongguan, Wuxi, Shanghai and other
cities.
With this context in mind, here is an overview of where we have
been, where we are now and where we are going.
Where We Have Been
At the special meeting of shareholders (the "Special Meeting")
on November 30, 2021, approximately 95% of shareholders
unaffiliated with Kaisa Group voted to approve the resolutions
proposed by IsZo Capital Management LP (“IsZo”). Specifically,
shareholders voted to remove four incumbent directors affiliated
with Kaisa Group and to elect all six independent director
candidates nominated by IsZo. We believe the results of the Special
Meeting indicated that a substantial majority of the Company’s
shareholders wanted to expel directors and officers with ties to
Kaisa Group, including individuals who were deemed by the Eastern
Caribbean Supreme Court to have acted for an improper purpose when
initiating a now-voided $170 million private placement that
involved Kaisa Group’s Greater Sail Limited.
Our new Board held its first meeting on December 1, 2021, and
took a number of steps last month, including:
- Appointing Chunhua Yu to replace Jiabiao Wang as the legal
representative of the Company’s China subsidiaries;
- Removing existing officers and authorized signatories
affiliated with Kaisa Group, and Mr. Wang from his role as chief
executive officer;
- Appointing a new interim chief executive and a new interim
chief financial officer;
- Retaining highly-qualified local and global advisors;
- Adopting a shareholder rights plan to protect against hostile
investors acquiring control or control-like stakes without
negotiating with the Board, and;
- Postponing the Special Meeting purportedly requisitioned by
Kaisa Group’s affiliate Greater Sail Limited. The Company has been
assessing the validity of the requisition after being informed that
Deutsche Bank AG foreclosed on the nearly 24% equity position in
the Company previously held by Kaisa Group’s affiliate Greater Sail
Limited.
Of note, there have been recent public filings and media reports
pertaining to Kaisa Group defaulting on debt and failing to meet
its other business obligations, leading us to prepare for the firm
resorting to additional desperate and disruptive tactics at Nam
Tai.
Where We Are Now
In direct contravention of the elected Board’s decisions and in
what appears to be a flagrant violation of the law, Mr. Wang –
evidently a long-time ally of Kaisa Group – is refusing to
acknowledge his formal termination and facilitate an orderly
handover of the on-shore business despite multiple visits and
demands by the Board’s recently-appointed legal representative and
the new management of the Company. Mr. Wang is currently preventing
the new Board from accessing the Company’s and its subsidiaries'
business licenses, corporate seals (also known as chops) and
several bank accounts. We believe Mr. Wang and Kaisa Group are also
responsible for the following:
- Issuing false and misleading communications to local
stakeholders in China via the Company’s website and other
channels;
- Preventing the Board from communicating with the Company’s
valued employees in China;
- Refusing to provide access to the Company’s books and records
and systems;
- Purportedly engaging – without authorization – a Chinese law
firm on behalf of the Company to assist with their efforts in
obstructing the Board’s newly-appointed legal representative and
management from accessing the Company, and;
- Threatening – without any basis – legal action against the
Board’s recently-appointed legal representative for trying to
fulfill the Board’s assignments and instructions.
While we suspect Mr. Wang is authorizing unsanctioned
compensation for himself and spending corporate funds on outside
lawyers, he has no real authority to represent the Company,
allocate its funds or commit to any kind of transaction with
vendors and third parties. Any attempts by Mr. Wang to dispose of
or transfer corporate assets are unauthorized and will not be
recognized by the elected Board. The Board and its appointees have
already notified third parties with whom Mr. Wang has interacted
that any commitments by Mr. Wang are unauthorized and will not be
honored, and the Board has publicized the fact that Mr. Wang has
been terminated and therefore has no authority to act on behalf of
any Nam Tai entity. Entities interacting with Mr. Wang have been
put on notice that they may not rely on any of his representations
or commitments. Any third party induced by Mr. Wang and his allies
to deal with the Company after December 1, 2021 is encouraged to
contact the Board so as to ensure that their legitimate interests
are protected.
We are now engaging with China’s Administration for Industry and
Commerce and other local government authorities to receive local
recognition for the Board’s designated legal representative and
obtain the Company’s chop to facilitate a speedy transition. We
have also reported Mr. Wang’s illegal activities to the Shenzhen
Municipal Public Security Bureau, Gong Le Police Substation. To
support this process, we are working with the law firms of Global
Law Firm (also known as GLO), JunHe LLP and Quinn Emanuel Urquhart
& Sullivan LLP. Our legal advisors are helping us satisfy the
necessary requirements to promptly rectify this situation. They are
also assisting Nam Tai to claw back any assets or funds improperly
distributed by Mr. Wang and any other Kaisa Group allies.
Where We Are Going
Based on the steps we have taken and our plan, we believe we are
on the path to obtaining complete on-shore control. Our timeline
could be accelerated if Mr. Wang, with the local government
authorities’ intervention, decides to cooperate with us and stops
undermining stability in the business and local community.
Despite attempts to deprive our new Board of access to capital,
the Company has entered into an agreement with two sizable and
long-term shareholders, IAT Insurance Group, Inc. (“IAT”) and IsZo,
to establish a $20 million debt facility. This took place after a
process was run to secure affordable and shareholder-friendly terms
for the Company from a diverse group of potential capital
providers. The facility, which is unsecured and includes
competitive rates without equity dilution, can be upsized to $40
million. Proceeds will be used for ongoing working capital and
other expenses.
In connection with the debt facility agreement, the Board has
agreed to amend the Company’s shareholder rights plan to allow each
of IAT and IsZo to acquire up to 24.9% of the Company’s outstanding
shares without violating the plan. However, IAT and IsZo have
agreed to vote any shareholdings above the 19.9% threshold in line
with Institutional Shareholder Services, Inc.’s recommendations on
uncontested proposals. We appreciate the support shown by IAT and
IsZo in providing this unsecured debt facility and continuing to
invest in Nam Tai’s future.
Once we obtain control of the chop and all of our bank accounts,
we plan to pivot to hiring more local executives, building stronger
relationships with suppliers and vendors, and realizing the
intrinsic value of the Company’s assets. We are working towards
obtaining access to various accounts in the near-term, including a
Hong Kong bank account with more than $80 million that we may have
access to in the next several weeks. Looking ahead, we intend to
explore aggressive legal actions against parties who have harmed
Nam Tai and put its stakeholders at risk. We intend to leverage our
advisory team, which includes some of the world’s top litigators,
to hold parties accountable across all jurisdictions.
Thank you for your support. Please reach out to our investor
relations team at NTP@longacresquare.com if you have questions.
Sincerely, The Nam Tai Board of Directors
***
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 emailing our investor relations
team.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220111006121/en/
For Shareholders: Longacre Square Partners Greg Marose / Ashley
Areopagita, 646-386-0091 gmarose@longacresquare.com /
aareopagita@longacresquare.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
