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Claw-back offer to Grindrod shareholders
Remgro Limited Grindrod Investments Proprietary Limited
(Incorporated in the Republic of South (Incorporated in the Republic of South
Africa) Africa)
(Registration number 1968/006415/06) (Registration number 1957/003944/07)
Share code: REM ("Grindrod Investments")
ISIN: ZAE000026480
acting through its wholly-owned subsidiary
Industrial Partnership Investments
Proprietary Limited
(Registration number 1975/004528/07)
("Remgro")
CLAW-BACK OFFER TO GRINDROD SHAREHOLDERS
1. Introduction
Grindrod Limited ("Grindrod") shareholders are referred to the announcements released
on the Stock Exchange News Service ("SENS") by Grindrod on 28 March 2014 and 9 May
2014 regarding an equity capital raising, including an accelerated bookbuild offering to
qualifying investors ("Bookbuild").
The Bookbuild was successfully concluded on 9 May 2014, and a total of R2.4 billion was
raised at a price of R25.00 per Grindrod share (the "Bookbuild Price").
Remgro and Grindrod Investments (the "Offerors") were allocated Grindrod shares in the
Bookbuild and have undertaken to offer qualifying Grindrod minority shareholders the non-
renounceable right to purchase Grindrod shares from them at the Bookbuild Price (the
"Claw-back Offer").
2. Terms of the Claw-back Offer
In terms of the Claw-back Offer, the Offerors are offering Qualifying Grindrod Shareholders
(as defined in paragraph 3 below) the opportunity to purchase Grindrod shares ("Claw-
back Offer Shares") at a price of R25.00 per Claw-back Offer Share.
The price per Claw-back Offer Share is exclusive of 0.25% Securities Transfer Tax ("STT")
levied in terms of the Securities Transfer Tax Act, 2007, which tax shall be payable by
Qualifying Grindrod Shareholders who accept the Claw-back Offer.
The Claw-back Offer is made in the ratio of 5.7 Claw-back Offer Shares for every 100
Grindrod shares held on the record date of the Claw-back Offer, being Friday, 9 May 2014.
Entitlements to Claw-back Offer Shares of 0.5 or greater will be rounded up to the nearest
whole number and entitlements to Claw-back Offer Shares of less than 0.5 will be rounded
down to the nearest whole number.
Qualifying Grindrod Shareholders are entitled to accept the Claw-back Offer in respect of
all or part of their entitlement but are not entitled to accept the Claw-back Offer in respect
of more than their entitlement. The Claw-back Offer is not renounceable and may only be
accepted by Qualifying Grindrod Shareholders.
The Claw-back Offer is capped at a maximum aggregate value of R200 million. Should
valid acceptances, in aggregate, exceed R200 million then all acceptances will be scaled
back on a pro-rata basis.
By accepting the Claw-back Offer, Grindrod shareholders will be deemed to have read and
understood this announcement in its entirety, and to be participating, accepting the Claw-
back Offer and acquiring Claw-back Offer Shares on the terms and conditions contained
herein and to be providing the representations, warranties, acknowledgements and
undertakings contained herein. The only information on which Qualifying Grindrod
Shareholders are entitled to rely in relation to the Claw-back Offer is contained in this
announcement and any publicly available information, such information being all that it
deems necessary or appropriate and sufficient to make an investment decision in respect
of the Claw-back Offer Shares.
3. Qualifying Grindrod Shareholders
The Claw-back Offer is made only to Grindrod shareholders who:
- (i) are recorded in Grindrod's securities register as holding not more than 200 000
Grindrod shares on the record date for the Claw-back Offer, being Friday, 9 May 2014
(the "Record Date"); or (ii) hold a beneficial interest in not more than 200 000 Grindrod
Shares through a member of the stock exchange operated by the JSE Limited, acting
as a nominee in accordance with the rules and procedures of Strate Limited (and that
holding is recorded as such on the Record Date in the relevant beneficial shareholder
records maintained by a Central Securities Depository Participant ("CSDP"));
- are resident in the Republic of South Africa or whose address in Grindrod's securities
register is an address within the Republic of South Africa; and
- did not participate in the Bookbuild and/or are not professional institutional investors
which qualified to participate in the Bookbuild
("Qualifying Grindrod Shareholders").
By accepting the Claw-back Offer, each Grindrod shareholder represents and warrants to
the Offerors that such Grindrod shareholder meets all of the qualifying criteria as set out
above. The Offerors' determination as to whether a Grindrod shareholder is a Qualifying
Grindrod Shareholder shall be final and shall be in their sole and absolute discretion.
4. Salient dates and times
The salient dates and times of the Claw-back Offer are set out below:
2014
Last day to trade in Grindrod shares in order to participate
in the Claw-back Offer Wednesday, 30 April
Record date for the Claw-back Offer Friday, 9 May
Claw-back Offer opens for acceptances Tuesday, 13 May
Claw-back Offer closes for acceptances at 12:00 on Friday, 23 May
For certificated Qualifying Grindrod Shareholders wishing
to purchase Claw-back Offer Shares, payment (including
STT) to be made and Forms of Acceptance to be delivered
to the Transfer Secretary by 12:00 on Friday, 23 May
Results of the Claw-back Offer announced on SENS on Tuesday, 27 May
Refund payments made to certificated Grindrod
shareholders, in the event that the Claw-back Offer is
oversubscribed, on or about Wednesday, 28 May
Claw-back Offer Shares to be transferred on or around Tuesday, 3 June
CSDP or broker accounts in respect of dematerialised
Qualifying Grindrod Shareholders, debited with the
aggregate purchase price due (together with the STT
payable thereon) in terms of the Claw-back Offer and
credited with Claw-back Offer Shares Tuesday, 3 June
Share certificates in respect of the Claw-Back Offer Shares
posted to certificated Qualifying Grindrod Shareholders on
or about Tuesday, 3 June
Notes:
- The dates and times above are subject to change. Any material changes will be
announced on SENS.
- All times are South African times.
5. Procedures for acceptance and payment by certificated Qualifying Grindrod
Shareholders
If you are a Qualifying Grindrod Shareholder holding certificated shares and you wish to
purchase all or some of the Claw-back Offer Shares to which you are entitled, you must
complete a form of acceptance in respect of the Claw-back Offer ("Form of Acceptance").
A printed, personalised Form of Acceptance has been posted to you today. A copy of your
Form of Acceptance, if required, may also be obtained from Computershare Investor
Services Proprietary Limited (the "Transfer Secretary"), contactable during ordinary
business hours on 0 861 100 634.
If you wish to purchase all or some of the Claw-back Offer Shares to which you are
entitled, you must complete the Form of Acceptance in accordance with the instructions
contained therein and deliver it to the Transfer Secretary at the postal or physical address
or to the fax number or email address set out therein, so as to be received by the Transfer
Secretary by 12:00 on Friday, 23 May 2014, together with a bank-guaranteed cheque, a
bankers’ draft or confirmation of an electronic funds transfer into the designated bank
account for the aggregate purchase consideration payable (together with the STT payable
thereon) in respect of the Claw-back Offer Shares which you wish to purchase. Once
received by the Transfer Secretary, the acceptance of Claw-back Offer Shares is
irrevocable and may not be withdrawn.
If the required documentation and payment have not been received by the Transfer
Secretary in accordance with the instructions contained in the Form of Acceptance by
12:00 on Friday, 23 May 2014, then your right to purchase Claw-back Offer Shares in
accordance with your entitlement will be deemed to have been declined and your
entitlement will lapse and you will have no further claims of whatever nature against the
Offerors in respect of the Claw-back Offer. You are advised to take into consideration
postal delivery times when posting your Forms of Acceptance, as no late postal deliveries
will be accepted.
In the event that the Claw-back Offer is oversubscribed and acceptances are
proportionately scaled back, a partial refund payment will be made to you on or about
Wednesday, 28 May 2014. No interest will be paid on monies received in respect of
scaled back acceptances.
If you do not wish to purchase all or some of the Claw-back Offer Shares to which you are
entitled, no action is required from you and your entitlements will lapse.
Share certificates in respect of those Claw-back Offer Shares which you have purchased,
will be posted to you, by registered post, at your risk, on or about Tuesday, 3 June 2014.
You should note that you will only be able to trade your Claw-back Offer Shares on the
JSE Limited once such Claw-back Offer Shares have been dematerialised.
6. Procedures for acceptance and payment by dematerialised Qualifying Grindrod
Shareholders
If you are a Qualifying Grindrod Shareholder holding dematerialised shares you will not
receive a Form of Acceptance. You should instead receive notification from your CSDP or
broker regarding your right to purchase Claw-back Offer Shares in accordance with your
entitlement.
You will be required to notify your CSDP or broker whether you wish to purchase Claw-
back Offer Shares and if so, the number of Claw-back Offer Shares which you wish to
purchase. If you wish to purchase all or some of the Claw-back Offer Shares to which you
are entitled, you will be required to notify your CSDP or broker of your acceptance of the
Claw-back Offer in the manner and within the time stipulated in the agreement governing
the relationship between you and your CSDP or broker.
If you are not contacted, you should contact your CSDP or broker and provide them with
your instructions. If your CSDP or broker does not obtain instructions from you, it is obliged
to act in terms of the mandate granted to them by you, or if the mandate is silent in this
regard, it shall not apply for Claw-back Offer Shares on your behalf in terms of the Claw-
back Offer and your entitlement will lapse. The Offerors do not accept responsibility and
will not be held liable for any failure on the part of your CSDP or broker to notify you of the
Claw-back Offer and/or to obtain instructions from you to purchase Claw-back Offer
Shares.
CSDPs effect payment in respect of dematerialised shareholders on a delivery versus
payment basis. You must ensure that you have sufficient funds in your account to settle
the aggregate purchase consideration payable (together with the STT payable thereon) in
respect of the Claw-back Offer Shares which you wish to purchase. If you have insufficient
funds in your account on the settlement date for the Claw-back Offer, then your right to
purchase Claw-back Offer Shares in accordance with your entitlement will be deemed to
have been declined and your entitlement will lapse and you will have no further claims of
whatever nature against the Offerors in respect of the Claw-back Offer.
If you do not wish to purchase all or some of the Claw-back Offer Shares to which you are
entitled, no action is required from you and your entitlements will lapse.
Stellenbosch
13 May 2014
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Webber Wentzel
Transfer Secretary
Computershare Investor Services Proprietary Limited
IMPORTANT NOTICE
This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy
or acquire any securities, nor shall there be any sale of securities, in any jurisdiction
outside the Republic of South Africa, and in particular in any jurisdiction, in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In particular, this announcement does not
constitute or form part of any offer to sell, or the solicitation of an offer to acquire or
purchase, any securities in the United States, Australia, Canada or Japan.
This document may not be distributed, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United States and the District of
Columbia), Australia, Canada or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant securities law of such jurisdiction. Any failure to
comply with the above restrictions may constitute a violation of U.S., Australian, Canadian,
Japanese or other securities laws. The distribution of this document in other jurisdictions
may be restricted by law, and persons into whose possession this document comes should
inform themselves about, and observe, any such restrictions.
Date: 13/05/2014 07:30:00 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.
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