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Announcement of the final level of acceptances and closure of Voluntary Cash Offer
Grindrod Shipping Holdings Ltd.
Abbreviated Name: GRINSHIP
Registered in Singapore with registration number 201731497H
JSE Share code: GSH
ISIN: SG9999019087
Primary listing on NASDAQ Global Select Market
Secondary listing on the JSE Main Board
ANNOUNCEMENT OF THE FINAL LEVEL OF ACCEPTANCES AND CLOSURE OF VOLUNTARY CASH OFFER
1 INTRODUCTION
Shareholders of Grindrod Shipping Holdings Ltd. (“Company”) are referred to the announcement
published by the Company on 12 October 2022 on the Stock Exchange News Service (“SENS”),
as well as subsequent announcements on 13 October 2022, 17 October 2022, 22 November
2022, 23 November 2022 and 29 November 2022 on SENS, regarding the voluntary cash offer
(the “Offer”) made by Good Falkirk (MI) Limited (the “Offeror”), a wholly-owned subsidiary of
Taylor Maritime Investments Limited (“TMI”), for all of the issued ordinary shares (“Shares”) in
the capital of the Company (other than Shares held by the Offeror and Shares held in treasury).
Shareholders are further referred to the announcement of the publication of the offer to purchase
containing the full terms and conditions of the Offer (“Offer to Purchase”) together with other
related documents, published on SENS on 31 October 2022.
It is confirmed that the Offer to Purchase, the solicitation/recommendation statement on Schedule
14D-9, and the other documents filed with the Securities and Exchange Commission (“SEC”) by
the Company are available free of charge on the Company’s website at
www.grinshipping.com/investorrelations.
It is confirmed, as stated in the announcement on SENS on Tuesday, 29 November 2022, the
Offer became unconditional in all respects.
2 FINAL LEVEL OF ACCEPTANCES AND AGGREGATE HOLDINGS
2.1 As at 11:59 p.m. (New York time) on 19 December 2022, the total number of Shares (i) held
before the Offer period, (ii) acquired or agreed to be acquired during the Offer period, and (iii)
validly tendered in the Offer and not subsequently validly withdrawn, are as follows:
Number of Shares Percentage of the total
number of Shares1
Shares held as at 29 August 2022, 4,925,023 Shares 25.29%
being the date of the possible offer
announcement (the “Possible Offer
Announcement Date”), by the
Offeror and parties acting in concert
with the Offeror (the “Concert
Parties”)2:
Shares acquired or agreed to be 475,5153 2.44%
acquired between the Possible Offer
Announcement Date and up to
11:59 p.m. (New York time) on 19
December 2022 (other than Shares
validly tendered in the Offer) by the
Offeror and the Concert Parties:
Shares validly tendered in the Offer 10,805,827 Shares4 55.49%
and not validly withdrawn as at
11:59 p.m. (New York time) on 19
December 2022:
Total number of Shares owned, 16,206,365 Shares5 83.23%
controlled or agreed to be
acquired by the Offeror and the
Concert Parties (including Shares
validly tendered in the Offer) as at
11:59 p.m. (New York time) on 19
December 2022:
Note 1: Rounded to two (2) decimal places, and calculated based on a total of 19,472,008 Shares in issue
(which excludes 313,531 Shares held in treasury) as at the date of this Announcement.
Note 2: Excluding the holdings of Shares of RMB Morgan Stanley (Pty) Ltd (“RMBMS”). RMBMS is a related
corporation of Rand Merchant Bank (“RMB”) a division of FirstRand Bank Limited, which is an adviser to
the Offeror, and is therefore a party presumed to be acting in concert with the Offeror. As at the Possible
Offer Announcement Date, RMBMS held 11,674 Shares. During the Offer period (and up to the date hereof),
RMBMS had purchased 10,217 Shares, and sold 21,366 Shares. Such dealings by RMBMS are all
transactions resulting from unsolicited client trades, and are neither solicited nor executed by RMB. RMBMS
had entered into the relevant dealings in order to hedge requests from clients who wished to enter into
derivative transactions in relation to the Shares, and to unwind such hedged positions. The SIC has ruled
that such purchases of Shares by RMBMS will be disregarded for the purposes of Rule 15.2 of the
Singapore Code, and that such disposals of Shares by RMBMS will be disregarded for the purposes of Rule
11.2 of the Singapore Code.
Note 3: Being 475,515 Shares issued by the Company to the Offeror upon payment of the Aggregate FSA
Payment as contemplated in the Offer to Purchase. Excluding the Shares acquired by RMBMS as detailed
in Note 2 above.
Note 4: No Shares held by RMBMS were tendered in the Offer.
Note 5: Excluding the holdings of Shares of RMBMS and Shares acquired by RMBMS as detailed in Note
2 above.
3 CLOSURE OF THE OFFER
3.1 TMI and Good Falkirk wish to announce that the subsequent offering period expired and the Offer
was closed for further tenders at 11.59 p.m. (New York time) on 19 December 2022 (the “Final
Closing Date”).
3.2 Accordingly, the Offer is no longer open and any tenders received after 11.59 p.m. (New
York time) on the Final Closing Date will be rejected.
3.3 With specific reference to the Indicative Offer Timetable published in the announcement released
on SENS on 31 October 2022, as well as paragraphs 6, 7 and 8 of the announcement released
on 29 November 2022, regarding the subsequent offering period, shareholders are advised that
the final payment date for the subsequent offering period, with reference to Shares held on the
JSE, is Wednesday, 21 December 2022.
4 LISTING STATUS
4.1 Shareholders should note that the Offeror may seek to delist from NASDAQ and terminate the
registration of the Shares with the SEC and/or to delist from the Main Board of the JSE even
though the Compulsory Acquisition Threshold has not been met, subject to satisfying applicable
legal and regulatory requirements (including any requirements imposed by NASDAQ, the SEC,
the JSE and/or the South African Reserve Bank) at the relevant time. Shareholders should also
note that, even though the Compulsory Acquisition Threshold has not been met, the Shares may
no longer meet the listing requirements of NASDAQ and/or the Main Board of the JSE and may
be delisted from NASDAQ or the Main Board of the JSE at the discretion of those exchanges and
their relevant regulatory authorities.
4.2 Delisting of the Shares from NASDAQ and terminating the registration of the Shares with the
SEC would significantly reduce the liquidity and marketability of the Shares. Delisting of the
Shares from the JSE would significantly reduce the liquidity and marketability of the Shares held
on the South African register. Shareholders are advised to seek their own independent advice
on this point
Forward-Looking Statements
This announcement contains forward-looking statements relating to a conditional cash offer by the
Offeror to acquire all of the Shares (other than Shares held by the Offeror and Shares held in treasury),
which offer involves substantial risks and uncertainties that could cause any actual outcome to differ
materially from those expressed or implied by such statements.
All statements other than statements of historical facts included in this announcement are or may be
forward-looking statements. Forward-looking statements include but are not limited to those using
words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”,
“forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”,
“may” and “might”. These statements reflect the Company’s, or TMI’s and the Offeror's, as applicable,
current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in
light of currently available information. These forward-looking statements are subject to risks and
uncertainties.
Such forward-looking statements are not guarantees of future performance or events and involve known
and unknown risks and uncertainties. Accordingly, actual results may differ materially from those
described in such forward-looking statements. Shareholders and investors should not place undue
reliance on such forward-looking statements, and neither TMI, the Offeror nor the Company undertakes
any obligation to update publicly or revise any forward-looking statements, subject to compliance with
any applicable laws and regulations and/or any other regulatory or supervisory body or agency.
Important information
This communication is for informational purposes only, is not a recommendation and is neither an offer
to purchase not a solicitation of an offer to sell any Shares of the Company or any other securities, nor
is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that TMI
and the Offeror filed, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other
necessary filings that the Company filed, with the SEC on 28 October 2022. Any solicitation and offer
to buy Shares of the Company was only being made pursuant to the Offer to Purchase and related
tender offer materials. The Tender Offer Statement, including the offer to purchase, the related
letter of transmittal and certain other offer documents (as they may be updated and amended
from time to time), and the Solicitation/Recommendation Statement on Schedule 14D-9 contain
important information. The offer to purchase, the related letter of transmittal and the
solicitation/recommendation statement and other filings related to the offer are available for free at the
SEC’s website at www.sec.gov. Copies of all documents filed with the SEC by TMI and/or the Offeror
with regards to the Offer are available free of charge on TMI’s website at
www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the Offer to
Purchase and the documents filed with the SEC by the Company are available free of charge on the
Company’s website at www.grinshipping.com/investorrelations.
Offer Jurisdictions
The Offer under the Offer to Purchase was part of a single offer that was made on the same terms in
the United States, Singapore, South Africa and other jurisdictions where the Offer could be legally
extended.
Responsibility Statement
The directors of the Company (including those who may have delegated supervision of the preparation
of this communication) have taken all reasonable care to ensure that the facts stated and all opinions
expressed in this communication are fair and accurate and that no material facts have been omitted
from this communication, the omission of which would make any statement in this communication
misleading; and the directors of the Company jointly and severally accept responsibility accordingly.
Where any information in this communication has been extracted or reproduced from published or
otherwise publicly available sources or obtained from TMI or the Offeror, the sole responsibility of the
directors of the Company has been to ensure, through reasonable enquiries, that such information has
been accurately and correctly extracted from such sources or, as the case may be, accurately reflected
or reproduced in this communication. The directors of the Company do not accept any responsibility for
any information relating to TMI or the Offeror or any opinion expressed by TMI or the Offeror.
Company Contact: Investor Relations / Media Contact:
Stephen Griffiths Nicolas Bornozis / Paul Lampoutis
Interim CEO / CFO Capital Link, Inc.
Grindrod Shipping Holdings Ltd. 230 Park Avenue, Suite 1536
200 Cantonment Road, #03-01 Southpoint New York, N.Y. 10169
Singapore, 089763 Tel.: (212) 661-7566
Email: ir@grindrodshipping.com Fax: (212) 661-7526
Website: www.grinshipping.com Email: grindrod@capitallink.com
By Order of the Board
20 December 2022
Sponsor: Grindrod Bank Limited
Date: 20-12-2022 10:40:00
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