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Offeror Announcement and Schedule 14D-9 Filing
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
Grindrod Shipping Holdings Ltd.
Offeror Announcement and Schedule 14D-9 Filing
On October 14, 2022, Grindrod Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE: GSH) (“Grindrod
Shipping” or “Company” or “we” or “us” or “our”), a global provider of maritime transportation services
predominantly in the drybulk sector, announced in connection with a voluntary conditional general offer (the
“Tender Offer”) by Good Falkirk (MI) Limited (the “Offeror”), a wholly-owned subsidiary of Taylor
Maritime Investments Limited (“TMI”), to acquire all of the issued shares in the capital of Grindrod Shipping
Holdings Ltd., other than shares held by the Offeror or shares held in treasury.
TMI and the Offeror issued a joint announcement in accordance with Rule 3.5 of The Singapore Code on
Take-overs and Mergers (the “Offeror Announcement”). A copy of the Offeror Announcement is incorporated
as exhibit 99.1 listed below and is available for viewing on the Company’s website
https://www.grinshipping.com/Content/SENSFilings
Exhibit No.
99.1 Clarificatory Announcement regarding Voluntary Conditional Cash Offer for Grindrod Shipping
Holdings Ltd. by Good Falkirk (MI) Limited, a wholly-owned subsidiary of Taylor Maritime
Investments Limited, dated October 14, 2022 (incorporated by reference to Exhibit 99.1 to the
Schedule TO-C filed by Taylor Maritime Investments Limited on October 14, 2022).
In addition, a Schedule 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section
14(D)(4) of the Securities Exchange Act of 1934 was filed with the U.S. Securities Exchange Commission on
October 14, 2022. This filing consists of communications (listed in Exhibit 99.1 above) concerning a
voluntary conditional general offer (the “Tender Offer”) by Good Falkirk (MI) Limited (the “Offeror”), a
wholly-owned subsidiary of Taylor Maritime Investments Limited (“TMI”), to acquire all of the issued shares
in the capital of Grindrod Shipping Holdings Ltd. (the “Company”), other than shares held by the Offeror or
shares held in treasury.
Notice to Shareholders and Potential Investors
The Tender Offer by Good Falkirk (MI) Limited referred to in this report has not commenced. This report is
neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for any
tender offer materials that Good Falkirk (MI) Limited will file, and the solicitation/recommendation statement
on Schedule 14D-9 that the Company will file, with the SEC, when the Offeror commences the Tender Offer.
Any solicitation and offer to buy shares of the Company will only be made pursuant to an offer to purchase
and related tender offer materials. Good Falkirk (MI) Limited will file with the SEC a tender offer statement
on Schedule TO and other necessary filings and in connection therewith the Company will file
solicitation/recommendation statement on Schedule 14D-9 and other necessary filings with the SEC with
respect to the Tender Offer. THE FOREGOING TENDER OFFER MATERIALS (INCLUDING AN OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS) AND ANY SUCH SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Once
the Tender Offer is commenced, the offer to purchase, the related letter of transmittal and the
solicitation/recommendation statement and other filings related to the Tender Offer will be made available
for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company
will be available free of charge on the Company’s internet website at grinshipping.com/investorrelations.
Forward-Looking Statements
This report contains forward-looking statements related to a planned Tender Offer by the Offeror to acquire
all of the issued shares in the capital of the Company, other than shares held by the Offeror or shares held in
treasury, that involves substantial risks and uncertainties that could cause any actual outcome to differ
materially from those expressed or implied by such statements. These forward-looking statements are subject
to risks and uncertainties including, among other things, satisfaction or waiver of the conditions precedent set
forth in the Transaction Implementation Agreement (including by reason of the failure to obtain necessary
regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether and how
many Company shareholders will tender their shares into the Tender Offer and the possibility that the
transactions contemplated by the Transaction Implementation Agreement are not consummated; disruption
from the announced Tender Offer by TMI making it more difficult to maintain business and operational
relationships and significant transaction costs. A further description of risks and uncertainties relating to the
Company can be found in the Company’s Annual Report on Form 20-F for the fiscal year ended December
31, 2021 filed with the SEC on March 25, 2022, and in the subsequent interim financial information included
in the Company Report on Form 6-K furnished to the SEC on August 17, 2022, all of which are available for
free at the SEC’s website at www.sec.gov. Copies of these documents are also available free of charge on the
Company’s internet website at grinshipping.com/investorrelations.
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
17 October 2022
Sponsor: Grindrod Bank Limited
Date: 17-10-2022 08:00:00
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