Kaisa loses control of Nam Tai’s board in epic revolt led by activist shareholder IsZo, adding to the indebted developer’s woes
- Nearly 60 per cent of Nam Tai shareholders voted to eject six Kaisa-appointed directors and replaced them with executives nominated by IsZo Capital Management
- US billionaire Peter Kellogg, the second largest shareholder with 19 per cent stake, will stay on at Nam Tai, while Mark Waslen will extend his tenure as director
Nearly 60 per cent of Nam Tai’s shareholders, most of whom unaffiliated with Kaisa, voted to eject six Kaisa-appointed directors and replaced them with executives nominated by the third-largest shareholder IsZo Capital Management. US billionaire Peter Kellogg, the second largest shareholder with 19 per cent stake, will stay on at Nam Tai, while Mark Waslen will extend his tenure as director, a position he has held since 2003.
“After spending the past 18 months fighting entrenchment manoeuvres and navigating protracted litigation, we are very pleased that Nam Tai’s shareholders finally had their voices heard at today’s special meeting,” IsZo’s founder and managing member Brian Sheehy said in a statement, promising to take steps to unlock the property company’s value. “Today should mark the beginning of a promising new chapter for Nam Tai and all of its stakeholders, including the local communities the company operates within across mainland China.”
The vote ended IsZo’s revolt since May 2020 to oust Kaisa over claims of fiduciary mismanagement and business strategies that hurt shareholders’ interest. The New York-based activist shareholder, owning 15 per cent in the Shenzhen developer, had questioned Nam Tai’s strategy, complaining that its stock price had lost 70 per cent in value while the company’s board was under the control of Kaisa, which owns 24 per cent of Nam Tai.
Nam Tai, founded in 1975 by the Hong Kong electronics magnate Koo Ming-kown, started as a manufacturer of calculators and electronic products before venturing into real estate.
Koo, now 77, was among the first batch of Hong Kong manufacturers to set up factories in Shenzhen. He bought land plots around the city before its explosive growth into one of China’s most prosperous cities and the nation’s technology hub, home to such behemoths as Huawei Technologies, Tencent Holdings and the world’s dominant drone maker DJI.
Koo listed Nam Tai on the Nasdaq in 1988 before transferring its listing to the New York Stock Exchange (NYSE) in 2003. At its peak, Nam Tai had 10,000 employees on payroll. Even when he decided to shut the factories in 2014, the factories still generated a turnover of US$1 billion. Koo could not be reached to comment.
When the septuagenarian retired in August 2017, Koo sold 6.5 million shares of Nam Tai to Kaisa for US$110.57 million to tap the Shenzhen developer’s expertise in turning former factory sites to high-rise office towers and apartment blocks.
A few months after IsZo began its open revolt at Nam Tai, Kwok Ying-chi resigned in September 2020, citing personal reasons.
The boardroom tussle also involved a court case in the Eastern Caribbean Supreme Court in the British Virgin Islands, where Nam Tai was incorporated. The court in March voided a US$170 million private placement of Nam Tai that will boost the voting right of Kaisa and dilute the shareholding of IsZo and other minority investors. The court also ordered Nam Tai to convene a special shareholder meeting to vote for the reshuffle of the board.
Following the shareholders’ vote, IsZo would revamp Nam Tai to enhance its “corporate governance, establish a credible capital allocation policy and take steps to unlock the significant value within its real estate portfolio,” Sheehy said.
The company’s share price has since recovered from US$3.99 in May 2020 to the peak of US$36.9 in June this year, before falling back to about US$17.91 on Tuesday.