DALLAS, June 16, 2020 /PRNewswire/ -- Railroad Ranch
Capital Management LP ("RRCM"), via funds we control, is currently
a shareholder of Nam Tai Property Inc. (NYSE: NTP) ("Nam Tai" or
the "Company"), owning approximately 4.5% via shares and
derivatives. RRCM is releasing an open letter to NTP's
shareholders regarding concerns over what appears to be the
practical control of the Company that has been affected by minority
shareholder Kaisa Group Holdings Ltd. (HKG: 1638) without
compensating shareholders with a control premium. The full text of
the letter can be accessed at
http://www.railroadranchcapital.com/ntp and an excerpt is included
below:
Shareholders:
We have been shareholders of Nam Tai since 2017 and believe the
current market value of the stock significantly understates the
value of its underlying real estate assets. We applaud the
shareholder letter published by IsZo Capital ("IsZo") on
May 27, 2020, and believe that the
Board of Directors of the Company, as currently constituted, cannot
provide confidence to shareholders that their interests will be
properly looked after.
We have been in communication with the Board of Directors at Nam
Tai regarding their corporate governance and their strategy for
communicating with shareholders over the past several months,
sharing many of the same concerns that IsZo laid out. Our letter
from April, as well as the Company's response are available at
railroadranchcapital.com/ntp.
New "Independent" Directors
A strong, truly independent Board of Directors is always
important, but even more so when it is overseeing a company where
the CEO has many potential conflicts of interest with the
Shareholders. The Company is fond of citing the fact that their
Board of Directors is comprised of a majority of Independent
Directors as defined by the New York Stock Exchange's standards. We
assert that, though Nam Tai complies with the technical
requirements of the guidelines, that should provide you very little
comfort. Due to their service as Board members of Kaisa Health, of
which Kaisa Group owns 43%, and their lack of meaningful economic
interests in the Company, it is difficult to put too much faith in
the technical independence of Directors Vincent Fok and Dr. Aiping Lyu.
Mr. Kwok's Son Nominated to the Board
We sent our letter outlining governance and potential conflict
of interest concerns to Nam Tai's Board on April 23rd. On April
30th, the Company filed it's 6-K providing the Notice of
Annual Meeting of Shareholders. In that Notice, shareholders were
informed that "Mr. Aaron Kwok",
Ying Chi Kwok's son, was being
nominated as a Director. Needless to say, this wasn't the kind of
corporate governance change we were looking for. Aaron Kwok has no relevant business experience
that would make him a qualified Director for the Company and
this was an attempt at old-fashioned nepotism. Subsequently, when
the results from the annual meeting were announced, Aaron Kwok was not listed as a Director, but no
explanation provided for what had happened to his nomination.
In conclusion, we believe that it is difficult to have faith in
the current Board of Directors of Nam Tai to provide proper
oversight of Mr. Kwok and his personal interests and those of his
family. In order to guarantee proper governance and oversight, we,
as investors, should demand a Board that diligently executes its
fiduciary responsibility to look out for our interests, thus
believe that there must be changes made and new Directors brought
in. Given the Company's responses to our past concerns as well as
their recent press release responding to the IsZo letter, the IsZo
proposal to call a special meeting with thirty percent of the vote
and replace the existing Board appears to be the most efficient and
direct way of achieving this.
View original
content:http://www.prnewswire.com/news-releases/railroad-ranch-capital-releases-letter-to-nam-tai-property-shareholders-301077314.html
SOURCE Railroad Ranch Capital