Sec Form 13D Filing - Kaisa Group Holdings Ltd. filing for NAM TAI PPTY INC SHS (NTPIF) - 2020-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

NAM TAI PROPERTY INC.

(Name of Issuer)

Common Shares, par value US$0.01 per share

(Title of Class of Securities)

629865 205

(CUSIP Number)

Mr. Felix Law

Kaisa Group Holdings Limited

99 Queen's Road

Central, Hong Kong

(852) 3900 0988

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Virginia M. Tam

Christopher H. Cunningham

K&L Gates LLP

44^th Floor, Edinburgh Tower

The Landmark

15 Queen's Road Central

Hong Kong

(852) 2230 3500

October 5, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ◻

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)		Names of reporting person   Greater Sail Limited
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨          (b)  ◻
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ◻
(6)		Citizenship or place of organization   British Virgin Islands
Number of shares beneficially owned by each reporting person with:			(7)	Sole voting power   None
			(8)	Shared voting power   25,422,922 Common Shares
			(9)	Sole dispositive power   None
			(10)	Shared dispositive power   25,422,922 Common Shares
(11)		Aggregate amount beneficially owned by the reporting person   25,422,922 Common Shares
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ◻
(13)		Percent of class represented by amount in Row (11)   Approximately 43.9% (2)
(14)		Type of reporting person (see instructions)   CO

This Amendment No. 8 (“Amendment No. 8”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by each of the Reporting Persons on July 12, 2017 (the “Original Schedule”), as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on August 18, 2017, Amendment No. 2 filed by the Reporting Persons on August 28, 2017, Amendment No. 3 filed by the Reporting Persons on September 26, 2017, Amendment No. 4 filed by the Reporting Persons on November 15, 2017, Amendment No. 5 filed by the Reporting Persons on November 22, 2017, Amendment No. 6 filed by the Reporting Persons on December 14, 2017, and Amendment Np. 7 filed by the Reporting Persons on December 31, 2019 relating to the common shares, par value US$0.01 per share (“Common Shares”) of Nam Tai Property Inc. (the “Issuer”), a company organized under the laws of the British Virgin Islands. The Common Shares are listed on The New York Stock Exchange under the symbol “NTP”. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D, unless otherwise defined herein.

Item 4. Purpose of Transaction.

On October 5, 2020, the Issuer entered into a securities purchase agreement (the “SPA”) with Greater Sail Limited, relating to the issuance by the Issuer and purchase by Greater Sail Limited of 16,051,219 shares of common stock, par value $0.01 per share of the Issuer (the “Common Stock”).  The purchase price for the Common Stock pursuant to the SPA was $9.15 per share.  The transaction closed October 5, 2020.  The SPA is included as Exhibit 99.2 to this Amendment No. 8 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a)–(b) The following information with respect to the ownership of Common Shares by the Reporting Persons filing this statement on Schedule 13D is provided as of the date of this filing:

      (c) Except as set forth herein and below, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b), none of the persons named in response to Item 5(a)-(b) has effected any transactions in the Common Shares during the past 60 days:  between July 2, 2020 and July 20, 2020, Greater Sail Limited

purchased on the open market an aggregate of 180,653 shares of Common Stock of the Issuer at a weighted average purchase price of $7.025322 per share.

(d) Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the SPA, (i) until the Voting Sunset Date (as defined in the SPA), Greater Sail has agreed to vote, or cause to be voted, all Common Shares beneficially owned by Greater Sail and its affiliates, which were newly acquired pursuant to the SPA, either (at the sole discretion of Greater Sail) (a) affirmatively in favor of the election of each director designee nominated by the Board of Directors of the Issuer to serve as a director of the Issuer or (b) in the same proportion that the Common Shares not beneficially owned by Greater Sail are voted for or against, or abstains with respect to each director designee nominated by the Board of Directors of the Issuer to serve as a Director of the Issuer and (ii) until the Sunset Date (as defined in the SPA), Greater Sail has agreed to transfer restrictions with respect to its shares and a standstill provision, which, among other things and subject to certain rights Greater Sail has, bars Greater Sail and its affiliates from acquiring in excess of 1.1% additional Common Shares, making announcements regarding extraordinary transactions, or otherwise taking actions to cause a change of control of the Company to occur.

In connection with the SPA described above, Greater Sail Limited and West Ridge Investment Company Limited (together, the “Holders”) and the Issuer entered into a Registration Right Agreement dated October 5, 2020.  The Registration Rights Agreement grants the Holders up to four (4) demand registration rights obligating the Issuer to register that number of shares of Common Stock as requested.  These demand rights may be exercised by either Greater Sail Limited or West Ridge Investment Company Limited provided that they then hold at least 20% of the “Outstanding Registrable Securities”, which includes the 16,051,219 Common Shares purchased by Greater Sail and 2,603,366 Common Shares purchased by West Ridge Investment Company Limited.  The Registration Rights Agreement also provides unlimited piggyback registration rights to the Holders (subject to certain limitations) as well as the right, should the Issuer be then eligible, to request the Issuer to file a Form F-3 Registration Statement.  The foregoing is only a brief description of the material terms of the Registration Rights Agreement which is filed as Exhibit 99.3 to this Amendment 8 and incorporated herein by reference.

Item 7 is hereby amended and restated as follows:

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.