GRINDROD LIMITED - Update regarding the acquisition of the remaining 35% interest in Terminal De Carvao Da Matola Limitada

Update regarding the acquisition of the remaining 35% interest in Terminal De Carvao Da Matola Limitada

GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1966/009846/06)
Ordinary share code: GND and ISIN: ZAE000072328
Preference share code: GNDP and ISIN: ZAE000071106


UPDATE REGARDING THE ACQUISITION OF THE REMAINING 35% INTEREST IN THE SHARE
CAPITAL OF TERMINAL DE CARVAO DA MATOLA LIMITADA – EXTENSION OF LONG-STOP
DATE

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the announcement published by Grindrod on SENS on
Wednesday, 18 September 2024 ("Announcement").

1.    INTRODUCTION

1.1   Shareholders are referred to the Announcement pertaining to the Acquisition.

2.    UPDATE REGARDING THE ACQUISITION

2.1   As Shareholders are aware, the Acquisition was subject to the fulfilment of the Conditions
      Precedent by the Long-Stop Date, being 17 January 2025.

2.2   The Conditions Precedent referred to in paragraphs 5.1.1; 5.1.2; 5.1.3; 5.1.5; 5.1.6; and 5.1.8 of
      the Announcement have been duly fulfilled.

2.3   The Condition Precedent referred to in paragraph 5.1.7 of the Announcement has been partially
      fulfilled in that the terms of the bank guarantee have been accepted in writing by the Seller and
      the Bank of Mozambique has confirmed in writing that the bank guarantee does not require its
      approval (see paragraph 2.6.2 below).

2.4   The Condition Precedent referred to in paragraph 5.1.10 of the Announcement has been partially
      fulfilled in that the competition authorities in South Africa have unconditionally approved the
      Acquisition (see paragraph 2.6.3 below).

2.5   The Condition Precedent referred to in paragraph 5.1.9 of the Announcement has been waived
      by the Seller.

2.6   Implementation of the Acquisition remains subject to the fulfilment or waiver of the following
      remaining Conditions Precedent, which are all regulatory and/or administrative in nature and are
      expected to be obtained in due course ("Outstanding Conditions"):

      2.6.1   the Mozambican Tax Authority issuing a binding prior tax ruling that is unequivocally to
              the effect that no capital gains tax shall be payable by the Seller in respect of the sale of
              its 35% interest in the share capital of TCM in terms of the Agreement, on a basis
              accepted in writing by the Seller (paragraph 5.1.4 of the Announcement);

      2.6.2   finalisation of the bank guarantee; and

      2.6.3   the applicable competition authorities in Mozambique issuing written notice of their non-
              objection to the sale either unconditionally or subject to such condition/s as are
              acceptable to the Seller and the Purchaser in writing, which acceptance shall not
              unreasonably be withheld or delayed.

2.7   As such, the Purchaser and Seller have agreed to extend the Long-Stop Date to 17 March 2025.

2.8   The Initial Purchase Consideration referred to in paragraph 4.2.1 of the Announcement, being an
      amount of USD55 million, will now be payable along with interest thereon in an amount of USD1
      million plus an amount calculated with reference to such Initial Purchase Consideration at the
      Secured Overnight Financing Rate (SOFR) with reference to the period from 17 September 2024
      until Closing Date.

2.9   A further announcement will be published in due course wherein Shareholders will be provided
      with an update in respect of the Outstanding Conditions.

27 January 2025

Financial Adviser and Transaction Sponsor to Grindrod
Rand Merchant Bank
(A division of FirstRand Bank Limited)

Legal Adviser to Grindrod
Edward Nathan Sonnenbergs Incorporated

Sponsor to Grindrod
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 27-01-2025 04:30:00
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