Wrap Text
Voluntary Conditional Offer declared Unconditional in all respects and level of acceptances
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
VOLUNTARY CONDITIONAL OFFER DECLARED UNCONDITIONAL IN ALL
RESPECTS AND LEVEL OF ACCEPTANCES
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 and 23 November 2022 on SENS, regarding the voluntary conditional 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.
Capitalised terms which are not otherwise defined herein, shall have the meanings ascribed to
them in the Offer to Purchase.
2 OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
TMI and the Offeror have announced that the Offer Conditions (including the Minimum Condition)
have been satisfied, and the Offer has become unconditional in all respects.
3 TERMINATION OF WITHDRAWAL RIGHTS
Accordingly, as provided in the terms of the Offer to Purchase, the right of holders of Shares to
withdraw any Shares tendered in the Offer has been terminated as at 11:59 p.m. (New York time)
on Monday, 28 November 2022.
4 LEVEL OF ACCEPTANCES OF THE OFFER
4.1 Shares Tendered in the Offer. As at 11:59 p.m. (New York time) on Monday, 28 November
2022 the total number of Shares:
(a) validly tendered in the Offer and not validly withdrawn (as advised to the Offeror by
Computershare Trust Company, N.A., the Depositary (the “Depositary”)); and
(b) owned, controlled or agreed to be acquired by the Offeror and the Concert Parties (including
475,515 Shares to be issued to the Offeror in exchange for its payment of US$21.00 in
respect of each Company Forfeitable Share), 1
in aggregate amount to 14,366,578 Shares, representing 73.78 per cent. of the maximum
potential issued share capital of the Company.2
Note 1: Excluding the holdings of Shares of RMBMS (see Note 4 below).
Note 2: For the purpose of this Announcement, the “maximum potential issued share capital of the
Company” means the aggregate number of (x) all the Shares in issue (other than Shares held by the
Company in treasury) and (y) the number Shares that would result from the valid vesting and settlement in
full of the Company Forfeitable Shares. Based on the latest information available to the Offeror by the
Company, as of the close of business on 28 November 2022, there were (i) 18,996,493 Shares in issue
(which excludes 313,531 Shares held in treasury), and (ii) 475,515 outstanding awards of the Company
Forfeitable Shares, pursuant to which 475,515 Shares are issuable.
4.2 Following the expiration of the Offer, the Offeror accepted for payment, and expects to promptly
pay for, all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer
according to the terms and conditions of the Offer.
4.3 As at 11:59 p.m. (New York time) on Monday, 28 November 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 validly withdrawn, are as follows:
Number of Shares Percentage of the total
number of Shares3
Shares held as at 29 August 2022,
being the date of the possible offer
announcement (the “Possible Offer
Announcement Date”), by:
(a) the Offeror; 4,925,023 Shares 25.93%
(b) parties acting in concert with the NIL5 NIL
Offeror (the “Concert
Parties”)4.
Shares acquired or agreed to be
acquired between the Possible Offer
Announcement Date and up to
11:59 p.m. (New York time) on
Monday, 28 November 2022 (other
than Shares validly tendered in the
Offer and Shares to be issued to the
Offeror in respect of the Company
Forfeitable Shares) by:
(a) the Offeror; NIL NIL
(b) the Concert Parties. NIL6 NIL
Shares validly tendered in the Offer
and not validly withdrawn as at
11:59 p.m. (New York time) on
Monday, 28 November 2022
received from:
(a) Shareholders other than the 8,966,040 Shares 47.20%
Concert Parties;
(b) the Concert Parties. NIL7 NIL
Total number of Shares owned, 13,891,063 Shares 73.12%
controlled or agreed to be
acquired by the Offeror (including
Shares validly tendered in the
Offer but excluding any Shares to
be issued to the Offeror in
exchange for its payment of
US$21.00 in respect of each
Company Forfeitable Share) as at
11:59 p.m. (New York time) on
Monday, 28 November 2022.
Total number of Shares owned, 13,891,063 Shares 73.12%
controlled or agreed to be
acquired by the Offeror and the
Concert Parties (including Shares
validly tendered in the Offer but
excluding any Shares to be
issued to the Offeror in exchange
for its payment of US$21.00 in
respect of each Company
Forfeitable Share) as at 11:59 p.m.
(New York time) on Monday, 28
November 2022.
Note 3: Rounded to two (2) decimal places, and calculated based on a total of 18,996,493 Shares in issue
(which excludes 313,531 Shares held in treasury and 475,515 Shares which are issuable pursuant to
475,515 outstanding awards of the Company Forfeitable Shares) as at the date of this Announcement.
Note 4: RMB Morgan Stanley (Pty) Ltd (“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 21,346 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 5: Excluding the holdings of Shares of RMBMS.
Note 6: Excluding the purchases of Shares by RMBMS.
Note 7: No shares held by RMBMS were tendered in the Offer.
4.4 Issuance of Shares in respect of the Company Forfeitable Shares. In accordance with the
Implementation Agreement, at the Acceptance Time, the Company’s 2018 Forfeitable Share Plan
was terminated and any portion of an outstanding award that was (i) unvested, or (ii) vested, but
remained unsettled (each an “Outstanding FSA”), became fully vested at the Acceptance Time
by virtue of the Company’s compensation committee resolving to accelerate the vesting thereof.
In respect of such Outstanding FSAs, based on the latest information provided by the Company,
as at 11:59 p.m. (New York time) on Monday, 28 November 2022 the Company has obtained
consent of the relevant holders to the cancellation of awards representing an aggregate of
475,515 Shares which would have accrued on the Outstanding FSA so vested (representing all
of the Outstanding FSAs). Following payment by the Offeror to the Company of US$21.00 in
respect of each Company Forfeitable Share, the Company will promptly issue to the Offeror an
aggregate of 475,515 Shares.
5 CONDITIONS SATISFIED
5.1 Pursuant to the Offer to Purchase, notwithstanding any other term of the Offer, the Offeror will
not be required to accept for payment or, subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and
not validly withdrawn pursuant to the Offer, in the event that at or immediately prior to the
Expiration Time:
(a) Offeror has not received, by the close of the Offer, Shares validly tendered and not validly
withdrawn of such number which, together with Shares acquired before (or, with the
approval of the Company, during) the Offer (and including any Shares issued to the Offeror
in exchange for the Offeror’s payment of the Offer Price of US$21.00 in respect of the
Company Forfeitable Shares) will result in the Offeror and persons acting in concert with it
holding more than 50% of the voting rights attributable to the aggregate of (x) all the Shares
in issue (other than Shares held by the Company in treasury) and (y) the number of Shares
that would result from the valid vesting and settlement in full of the Company Forfeitable
Shares (the “Minimum Tender Condition”);
(b) any of the following shall have occurred since the date of the Implementation Agreement
and continue to exist: (i) the Company Board shall not have declared the Special Dividend
of US$5.00 per Share and fixed as the record date therefor a date on or prior to the date on
which the Expiration Time occurs, (ii) the Company shall not have remitted sufficient funds
to the applicable transfer agents for payment in full of the Special Dividend, or (iii) the
Company shall not have irrevocably instructed the applicable transfer agents to pay and
distribute the funds for the Special Dividend to the holders of record of outstanding Shares
as of the Dividend Record Date as soon as possible after the Expiration Time (the
“Irrevocable Instruction Condition”); and
(c) other conditions set out under “THE OFFER — Section 11. Conditions of the Offer” in the
Offer to Purchase.
5.2 The conditions referred to in paragraph 5.1 of this Announcement have been fulfilled as:
(a) the Offeror has received an aggregate of 8,966,040 Shares validly tendered and not validly
withdrawn which, together with Shares acquired before (or, with the approval of the
Company, during) the Offer (and including any Shares to be issued to the Offeror in
exchange for the Offeror’s payment of the Offer Price of US$21.00 in respect of the
Company Forfeitable Shares) results in the Offeror and persons acting in concert with it
holding an aggregate of 14,366,578 Shares, representing 73.78 per cent. of the maximum
potential issued share capital of the Company;
(b) all of the following have occurred since the date of the Implementation Agreement and
continue to exist: (i) the Company Board has declared the Special Dividend of US$5.00 per
Share and fixed as the record date therefor a date on or prior to the date on which the
Expiration Time occurs, (ii) the Company has remitted sufficient funds to the applicable
transfer agents for payment in full of the Special Dividend, and (iii) the Company has
irrevocably instructed the applicable transfer agents to pay and distribute the funds for the
Special Dividend to the holders of record of outstanding Shares as of the Dividend Record
Date as soon as possible after the Expiration Time; and
(c) the other conditions set out under “THE OFFER — Section 11. Conditions of the Offer” in
the Offer to Purchase have been satisfied.
5.3 Accordingly, as all the conditions of the Offer have been fulfilled, the Offer is hereby declared to
be unconditional in all respects.
6 SUBSEQUENT OFFERING PERIOD
6.1 Pursuant to the Implementation Agreement, Rule 14d-11 under the Exchange Act, the SEC No-
Action Relief, the Singapore Code and the SIC Rulings, the Offeror has commenced a
subsequent offering period to acquire all of the remaining untendered Shares to permit holders
of Shares who have not yet tendered their Shares the opportunity to do so. The subsequent
offering period will expire at 11:59 p.m. (New York time) on Monday, 19 December 2022, unless
extended. Any such extension will be followed promptly by public announcement, which will be
issued no later than 9:00 a.m., New York City time, on the next business day after the subsequent
offering period was scheduled to expire.
6.2 During this subsequent offering period, holders of Shares who did not previously tender their
Shares into the Offer will receive the Offer Price of US$21 per Share, payable to the holder thereof
in cash, without interest thereon but subject to any tax withholding. During the subsequent offering
period, the Offeror will immediately accept for payment and promptly pay for properly tendered
Shares as such Shares are tendered. A separate announcement will be made on SENS shortly
after 11:00 a.m. (South Africa time) today (Tuesday, 29 November 2022) specifying the
USD/Rand exchange rate at which the Offer Price of US$21.00 per Share will be converted to
Rands for shareholders registered on the South African branch register.
6.3 Holders of Shares may validly tender their Shares during the subsequent offering period in the
same manner and subject to the same conditions that would have applied to tenders of Shares
prior to the initial Expiration Time of the Offer, but withdrawals may not be made during the
subsequent offering period. In addition, Shares previously tendered into the Offer and accepted
for payment may not be withdrawn during the subsequent offering period. TMI and the Offeror
reserve the right to extend the subsequent offering period in accordance with Rule 14d-11 under
the Exchange Act. For more information about the subsequent offering period, see “THE OFFER
— Section 1. Terms of the Offer” in the Offer to Purchase.
7 TENDER PROCEDURES
7.1 Record holders of Shares (i.e., a share certificate representing Shares has been issued to you or
you hold Shares directly in your name) who wish to tender the Shares but have not done so
should:
(a) complete and sign the Letter of Transmittal in accordance with its instructions and deliver it,
with any required signature guarantees and the documents required by the Letter of
Transmittal, to the Depositary at one of the addresses set forth on the back cover page of
the Offer to Purchase; or
(b) follow the procedures for book-entry transfer set forth in “THE OFFER – Section 3. Tender
Procedures” of the Offer to Purchase.
7.2 These materials must reach the Depositary not later than 11:59 p.m. (New York time) on Monday,
19 December 2022 or such later date(s) as may be announced from time to time by or on behalf
of the Offeror.
7.3 Holders of Shares through a broker, dealer, trust company, Depository Trust Company
Participant (“DTCP”), Central Securities Depository Participant (“CSDP”), bank or other nominee
who wish to tender their Shares but have not done so should contact such broker, dealer, trust
company, DTCP, CSDP, bank or other nominee and give instructions for the Shares to be
tendered. Please note that the relevant intermediary may set an earlier deadline for
communication by Company shareholders in order to permit such intermediary to communicate
acceptances to the Depositary in a timely manner. Accordingly, such holders should contact the
relevant intermediary to obtain information about the deadline by which Shares must be tendered
into the Offer and comply with the dates communicated by such intermediary.
8 SETTLEMENT
8.1 Holders of Shares who have validly tendered their Shares into the Offer on or before 11:59 p.m.
(New York time) on Monday, 28 November 2022, will be paid the Offer Price of US$21.00 per
Share (less applicable tax withholding) within three (3) Business Days (in respect of Shares held
on NASDAQ) or three (3) South African Business Days (in respect of Shares held on the JSE)
after the date of this Announcement. A separate announcement will be made on SENS shortly
after 11:00 a.m. (South Africa time) today (Tuesday, 29 November 2022) specifying the
USD/Rand exchange rate at which the Offer Price of US$21.00 per Share will be converted to
Rands for shareholders registered on the South African branch register.
8.2 Holders of Shares who have validly tendered their Shares into the Offer on or after the date of
this Announcement (but before 11:59 p.m. (New York time) on Monday, 19 December 2022 or
such later date(s) as may be announced from time to time by or on behalf of the Offeror) will be
paid the Offer Price of US$21.00 per Share (less applicable tax withholding) within three (3)
Business Days thereof (in respect of Shares held on NASDAQ) or six (6) South African Business
Days thereof (in respect of Shares held on the JSE). A separate announcement will be made on
SENS shortly after 11:00 a.m. (South Africa time) today (Tuesday, 29 November 2022) specifying
the USD/Rand exchange rate at which the Offer Price of US$21.00 per Share will be converted
to Rands for shareholders registered on the South African branch register.
8.3 The Company will pay the Special Dividend of US$5.00 per Share on or around the sixth (6th)
South African Business Days after the record date for the Special Dividend. The Company, not
the Offeror, is responsible for the payment of the Special Dividend. Shareholders registered on
the South African branch register are advised that the Special Dividend of US$5.00 per Share
will be converted to Rands at a USD/Rand exchange rate of 17.27510. This will equate to a gross
Special Dividend of ZAR 86.37550 per Share.
Forward-Looking Statements
This announcement contains forward-looking statements relating to a voluntary 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 including, among other things,
satisfaction or waiver of the conditions to closing of the Offer in the anticipated timeframe or at all,
including uncertainties as to whether and how many of the Company’s shareholders will tender their
shares into any offer and the possibility that any agreed transaction is not consummated.
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 nor 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 is only being made pursuant to the Offer to Purchase and related tender
offer materials. The Tender Offer Statement, including the offer to purchase 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. Any
holders of Shares are urged to read these documents carefully because they contain important
information that holders of Shares should consider before making any decision with respect to
the tender offer. The offer to purchase 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 the documents
filed with the SEC by TMI and/or the Offeror are available free of charge on TMI’s website at
www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the Offer to
Purchase, the solicitation/recommendation statement on Schedule 14D-9 and the other documents filed
with the SEC by the Company are available free of charge on the Company’s website at
www.grinshipping.com/investorrelations. In addition, holders of Shares may obtain free copies of the
tender offer materials by contacting the information agent for the offer, Georgeson LLC, at 1290 Avenue
of the Americas, 9th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).
Offer Jurisdictions
The Offer under the Offer to Purchase is part of a single offer that is being made on the same terms in
the United States, Singapore, South Africa and other jurisdictions where the Offer may 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
29 November 2022
Sponsor: Grindrod Bank Limited
-8-
UK-#395732945-v2
Date: 29-11-2022 09:40:00
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