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GND/GNDP/REM - Grindrod/Remgro - Fulfilment of conditions precedent and results of Remgro offer Grindrod Limited Remgro Limited (Incorporated in the Republic of (Incorporated in the Republic of South Africa) South Africa) (Registration number (Registration number 1966/009846/06) 1968/006415/06) Ordinary share code: GND Share code: REM ISIN ZAE000072328 ISIN ZAE000026480 Preference share code: GNDP ("Remgro") ISIN ZAE000071106 ("Grindrod" or the "Company") FULFILMENT OF CONDITIONS PRECEDENT AND RESULTS OF REMGRO OFFER 1. Introduction Grindrod and Remgro shareholders are referred to the joint announcement published by Grindrod and Remgro on Tuesday, 20 September 2011 and to the circular to Grindrod shareholders dated Monday, 26 September 2011 ("circular"), relating to, inter alia, the subscription by Remgro for up to 133 333 334 new ordinary shares ("subscription shares") in the share capital of Grindrod ("transaction") and the non-renounceable offer made by Remgro ("Remgro offer") to Grindrod ordinary shareholders (excluding Grindrod ordinary shareholders who are prohibited by the laws of any foreign jurisdiction from receiving or accepting the offer by Remgro) registered as such on Friday, 21 October 2011 ("qualifying Grindrod shareholders") and the further announcements published by Grindrod on 26 September 2011 and 24 October 2011. 2. Fulfilment of conditions precedent All the conditions precedent to the subscription agreement entered into between Grindrod and Remgro, as set out in the circular, have been fulfilled. 3. Results of the Remgro offer Pursuant to the Remgro offer, which closed on Tuesday, 25 October 2011, qualifying Grindrod shareholders subscribed for 24 463 700 subscription shares or 4.1% of the post issue ordinary share capital of Grindrod. Accordingly, Remgro has subscribed for 108 869 634 subscription shares or 18.2% of the post issue ordinary share capital of Grindrod. Remgro now holds 115 278 498 Grindrod ordinary shares, equivalent to 19.3% of the post issue ordinary share capital of Grindrod. This includes 6 408 864 Grindrod ordinary shares acquired by Remgro in the open market. 4. Board representation Grindrod shareholders are advised that Mr Matthys Hendrik Visser has been appointed to the board of directors of Grindrod as a non-executive director with effect from 31 October 2011. Mr Jan Jonathan Durand has been appointed as alternate non-executive director to Mr Visser. In terms of Grindrod`s Memorandum of Incorporation, the appointments of Messrs Visser and Durrand will have to be confirmed at Grindrod`s next annual general meeting. 5. Disclosure of beneficial interests in Grindrod securities Further to the subscription by Remgro for the subscription shares, Remgro has formally notified Grindrod of its beneficial interest in the securities of the Company as required in terms of section 122(1) of the Companies Act, No. 71 of 2008, as amended. Durban 1 November 2011 Lead Financial Adviser and Joint Financial Adviser and Independent Sponsor to Grindrod Sponsor to Grindrod Deutsche Bank Grindrod Bank Legal Adviser to Grindrod Reporting Accountants to Grindrod Garlicke & Bousfield Inc. Deloitte Financial Adviser and Sponsor to Legal Adviser to Remgro Remgro Webber Wentzel RMB, a division of FirstRand Bank Limited Date: 01/11/2011 08:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
