IsZo Capital Management LP (together with its affiliates, “IsZo”), a significant long-term shareholder of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) with beneficial ownership of approximately 10% of the Company’s outstanding shares, today issued a letter to shareholders in connection with its efforts to convene a meeting of Nam Tai shareholders (the “Special Meeting”). IsZo recently announced that it delivered to Nam Tai verified requests to convene the Special Meeting from holders of more than 40% of the Company’s outstanding shares (well in excess of the 30% required to convene the Special Meeting). The Special Meeting will provide shareholders an opportunity to reconstitute Nam Tai’s Board of Directors by removing a majority of the incumbent directors and installing six highly-qualified and independent individuals: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder.
IsZo also wants to take this opportunity to urge Nam Tai to respect the will of shareholders and promptly schedule the Special Meeting. In addition to the fact that a critical mass of shareholders has requested the Special Meeting, the market has expressed significant enthusiasm for change at Nam Tai since IsZo first initiated its campaign earlier this year. The Company’s share price has appreciated approximately 2.5x since our first letter on May 27, 2020.
The full text of today’s letter is available at www.FixNTP.com and included below.
Dear Fellow Shareholders,
IsZo Capital Management LP (together with its affiliates, “IsZo”) believes the actions and public communications issued by Nam Tai Property Inc. (“Nam Tai” or the “Company”) in recent months collectively represent a clear indication that meaningful change is urgently needed in the boardroom. We believe it is important for shareholders to understand that a Board of Directors (the “Board”) controlled by allies of Kaisa Group Holdings Limited (“Kaisa”) cannot be trusted and that IsZo’s slate of director candidates is offering a superior strategic vision.
We believe it is quite notable that one business day after IsZo delivered to Nam Tai verified requests to convene a meeting of shareholders (the “Special Meeting”) from holders of more than 40% of the Company’s outstanding shares, the Company announced that Chief Executive Officer and Chairman Ying Chi Kwok was immediately resigning from his positions. This recent announcement followed Nam Tai’s August 5th proclamation that “Mr. Kwok has made significant progress driving value for shareholders” despite a -56.85% total shareholder return (“TSR”) over his tenure.1
Shareholders should recognize that Nam Tai’s announcement pertaining to Mr. Kwok’s departure is only the latest in a string of contradictions and misrepresentations that the Company has disseminated. While Nam Tai will now likely claim that it is embracing shareholder feedback and taking steps to enhance value, we question how any shareholder can have faith in what remains a Kaisa-controlled Board. We contend the Company’s recent communications, including its August 5th press release, feature a litany of misleading statements that completely impugn the Board’s credibility, including:
- We question how Nam Tai claims to be “implementing differentiated strategies to promote business growth and create value for shareholders.” The reality is Nam Tai’s strategies have produced negative TSR over every relevant time horizon, including one-year (-58.96%), three-year (-43.75%) and five-year (-9.68%) periods.2 Material share price appreciation only began this year following IsZo’s public engagement in the spring.
- We assert that Nam Tai’s commitment to “integrity and good corporate governance” is an empty one. In our view, Nam Tai’s leadership undermines the meaning of the word “integrity” when it fails to engage with shareholders, buries material disclosures – such as the Dongguan City investment – in one line of a lengthy regulatory filing and packs the Board with individuals connected to Kaisa.
- We believe Nam Tai has brazenly ignored shareholder feedback by touting its focus on “project diversification.” It is abundantly clear that investors are incensed by the Company’s opaquely-communicated investment in Dongguan City and vehemently oppose the allocation of capital to any new projects, especially while the Company’s shares trade at a staggering discount to intrinsic value.
- We find it absurd that Nam Tai claims its linkage with Kaisa creates a favorable “reputational and branding effect” for the business. Kaisa has a well-documented and highly-publicized record of defaulting on financial obligations, mistreating investors and facing legal issues in the People’s Republic of China.
Nam Tai’s lack of credibility and disregard for shareholders’ interests to date only reinforces the urgent need to convene the Special Meeting. We urge the Company to avoid stalling or manufacturing unnecessary delays by promptly scheduling the Special Meeting that a critical mass of shareholders – including one of the Company’s own Board members – has demanded.
ISZO’S SLATE OF DIRECTOR CANDIDATES HAS THE RIGHT STRATEGY FOR UNLOCKING THE SIGNIFICANT UPSIDE VALUE TRAPPED WITHIN NAM TAI’S SHARES
IsZo appreciates the fact that shareholders have been receptive to our calls for change. The market’s enthusiasm is evidenced by the fact that Nam Tai’s shares have appreciated approximately 2.5x since our first public communication in May of this year. As we now await the Special Meeting, IsZo believes it is important for shareholders to know that its slate of director candidates has spent considerable time working together to assess Nam Tai’s assets, corporate governance, investor communication and disclosure practices, and approach to allocating capital and managing its project portfolio. Given that our slate includes individuals with significant experience working within China’s real estate sector, we have also been able to closely analyze the markets in which Nam Tai is currently developing properties.
Our slate’s disciplined strategy focuses on realizing the intrinsic value of Nam Tai’s current portfolio – which the Company has failed to properly emphasize – prior to committing any additional capital to new investments and continuing to spread the Company’s resources thin. By installing IsZo’s six director candidates and positioning a refreshed Board to implement a structured plan, we believe the intrinsic value of Nam Tai’s existing projects can finally be unlocked. Nam Tai’s most recent valuation reports imply that its project portfolio is worth up to $40 per share, which is approximately 4x the Company’s current share price.
Prior to releasing a comprehensive and more detailed presentation ahead of the Special Meeting, we want to share an overview of the key points anchoring our slate’s strategy:
- Improving corporate governance and enhancing the Board’s alignment with shareholders. Upon being appointed to the Board, our slate plans to nominate an aligned, experienced and integrity-rich individual to serve as Chairman. Our slate also intends to establish a three-member strategic oversight committee, inclusive of Bo Hu, Louis Leung and Jeffrey Tuder, to lead a 60-day assessment of the business and help direct major corporate decision-making during the period in which newly-appointed local management team members are transitioning into their roles. Each director serving on the Board’s strategic oversight committee would bring unique and valuable expertise, ranging from Chinese real estate experience to capital allocation acumen to property management knowhow. It is also critical to highlight that all six members of IsZo’s slate pledge to align themselves with shareholders by taking at least 75% of their Board compensation in the form of shares rather than cash.
- Installing a proven, high-caliber management team based in China. Thanks to our director candidates’ diverse experience operating in China and working at global private equity firms that frequently recruit portfolio company management teams, they have already initiated discussions with exceptional individuals capable of holding senior executive roles at Nam Tai. IsZo is confident that its slate will have firm, confidential commitments in the near-term from a prospective chief executive officer, general counsel and other senior executives. We have also selected a top-tier executive recruitment firm to help identify the best available real estate talent in mainland China if any roles cannot be filled through our slate’s network. Our slate feels that it is essential for Nam Tai’s management team members to live and operate in China, so they can be actively involved in overseeing project development matters.
- Retaining local advisors to support project-level continuity in Shenzhen and Dongguan. Based on our director candidates’ proactive evaluation of the Shenzhen and Dongguan projects, they have a strong understanding of the operational, legal and regulatory considerations associated with a change in control of the Board. Our slate plans to preserve project-level continuity across Nam Tai’s portfolio by empowering and further incentivizing development teams and retaining experienced advisors in each jurisdiction to engage with local governments and ensure compliance with all laws and jurisdictional rules. IsZo has already worked with its slate to identify top local regulatory affairs and legal consultants in Shenzhen and Dongguan.
- Establishing a disciplined capital allocation approach. Shareholders deserve to understand Nam Tai’s capital allocation philosophy and no longer be surprised by large, poorly-disclosed investments. Our slate plans to establish and communicate a conservative capital allocation framework that prioritizes the retention of cash in the near-term. As Nam Tai begins to realize the value of its projects, the reconstituted Board would likely seek to return capital to long-suffering shareholders in the form of buy-backs or dividends. It is critical for Nam Tai to rebuild its cash position and regain the trust of its shareholder base prior to investing in another project – beyond the four it currently has – over the long-term.
- Commencing a credible strategic review of the current project portfolio. Once a reconstituted Board and fresh management team have been installed at Nam Tai, it will be necessary to test legacy assumptions held by Kaisa insiders. Our slate believes it has an obligation to conduct a strategic review of Nam Tai’s portfolio and assess potential strategic alternatives for all four properties under development. There may be previously unexplored avenues, such as joint ventures or partial or full asset sales, that can accelerate the realization of value and lower risk to shareholders. Our slate of directors has already commenced confidential discussions with local brokers and financial advisors to aid the Board in this prospective process. We believe a credible strategic review at Nam Tai requires a refreshed Board that is no longer hindered by Kaisa’s influence.
Although this is just a high-level summary of our slate’s strategy, we believe it should be clear that a well-structured and targeted plan is in shareholders’ best interests. There is no reason to allow the Kaisa-controlled Board to continue wasting shareholders’ capital when the Company has failed to deliver any meaningful value to date. In our view, Kaisa-affiliated insiders have proven themselves either incapable or unwilling to represent the best interests of all shareholders. We are pleased that our fellow shareholders recognize that they deserve better as demonstrated by the overwhelming support to call the Special Meeting.
THE SPECIAL MEETING WILL EMPOWER SHAREHOLDERS TO REMOVE AND REPLACE KAISA ALLIES AND INSIDERS ON THE BOARD
We urge shareholders to reject Nam Tai’s appeal to give the Board more time to prioritize its own interests, and view the Company’s defensive and reactionary changes as nothing more than ploys to benefit Kaisa. It should be clear based on the extremely strong market reaction to IsZo’s efforts in recent days and months that many shareholders support the prospect of board-level change at Nam Tai. IsZo hopes this enthusiasm continues to grow now that our slate has provided an overview of a clear and viable strategy.
IsZo also wants to note at this time that we firmly believe it is in the best interests of Nam Tai to maintain a degree of boardroom continuity and retain two incumbent directors with strong institutional knowledge and unimpeached integrity. To that end, our director candidates are very excited by the prospect of working with Peter Kellogg and Mark Waslen to relentlessly pursue the results that shareholders deserve.
In closing, Iszo wants to stress that it is a long-term investor – one that is 100% committed to acting as a catalyst for meaningful, value-enhancing change at Nam Tai. We will not be deterred by the Kaisa-controlled Board’s groundless attacks or any additional maneuvers it may be planning. IsZo is not going anywhere.
Sincerely,
Brian Sheehy
IsZo Capital Management LP
Shareholders interested in learning more about the Special Meeting process should contact IsZo’s solicitor, Saratoga Proxy Consulting, at info@saratogaproxy.com or (212) 257-1311. We also encourage shareholders to learn more about our slate and its analysis of Nam Tai at www.FixNTP.com.
1 TSR figure accounts for dividends reinvested and runs from the close of trading on January 29, 2018 (the day Mr. Kwok was appointed Chief Executive Officer) to the close of trading on May 26, 2020 (the day before IsZo issued its first public communication to shareholders).
2 TSR figures account for dividends reinvested and run through the close of trading on May 26, 2020 (the day before IsZo issued its first public communication to shareholders).
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