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2019 Annual Report on Form 20-F 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
2019 Annual Report on Form 20-F Filing
On April 24, 2020, the Company filed a Current Report on Form 6-K pursuant to the Order of the
Securities and Exchange Commission (the “SEC”), issued on March 25, 2020, pursuant to Section 36 of
the Securities Exchange Act of 1934 (the “Exchange Act”), granting conditional exemptions from
specified provisions of the Exchange Act and certain rules thereunder (Release No. 34-88465) (the
“Order”). In reliance on the Order, the Company will delay the filing of its Annual Report on Form 20-
F for the fiscal year ended December 31, 2019 (the “Annual Report”), originally due on or before April
30, 2020. The Company anticipates filing the Annual Report with the SEC on or before June 12, 2020.
The COVID-19 global pandemic has caused disruptions in the Company’s day-to-day activities. In
addition to voluntary measures we have chosen to take to protect our staff, which have disrupted our
operations, government authorities have at various recent times implemented lockdown or other
measures restricting the movement of people, including our staff, who have been restricted from
accessing our facilities and, as a result, are currently required to work remotely. This has impacted the
Company’s ability to efficiently perform work related to the audit of its financial statements. The
disruption caused by the COVID-19 pandemic on the Company’s operations, and the future
uncertainty related thereto, has adversely affected the Company’s ability to assess the effect of
significant subsequent events and, as a consequence, has delayed the completion of the audited
consolidated financial statements and other information required to be included in the Annual Report.
The Company is working diligently to address these issues to permit the Annual Report to be filed on
or before June 12, 2020.
Additional Risk Factor Disclosure
In light of the ongoing global pandemic of COVID-19 coronavirus disease, the Company will be
including the following risk factor in the Annual Report, as may be updated to reflect subsequent
events impacting the Company:
Outbreaks of epidemic and pandemic diseases, and governmental responses thereto, could
adversely affect our business. The COVID-19 pandemic, and measures to contain its spread, have
impacted the markets in which we operate and could have a material adverse effect on our business,
financial condition, cash flows and results of operations.
The COVID-19 pandemic, and measures to contain its spread, have negatively impacted regional and
global economies and trade patterns in markets in which we operate, the way we operate our
business, and the businesses of our customers and suppliers. Governments in affected countries are
imposing travel bans, quarantines and other emergency public health measures and a number of
countries have implemented lockdown measures. Companies, including us, are also taking
precautions, such as requiring employees to work remotely and imposing travel restrictions. These
restrictions have had an adverse impact on global economic conditions, resulted in turmoil in the
shipping, credit and other markets which affect us, and introduced new risks to our operations, some
of which may not yet have become evident to us. As a result of these measures, our vessels may not
be able to call on ports, or may be restricted from departing from ports, and the duration of voyages
may increase in order to accommodate mandatory minimum periods between port calls, which could
increase our costs and delay the due date for payment of freight to us. In addition we may experience
severe operational disruptions and delays, unavailability of normal port infrastructure and services,
including limited access to equipment, critical goods and personnel, closure of ports and customs
offices, inability to renew or maintain the required classifications of our vessels, difficulty in executing
vessel purchases or sales, potential decreases in the market values of vessels and related impairment
charges, disruptions to crew change, quarantine of ships and/or crew, counterparty credit strength,
limitations on sources of cash and liquidity, noncompliance with covenants in our credit facilities and
financing lease obligations, as well as disruptions in the supply chain and industrial production which
may lead to reduced cargo supply and/or the demand for such cargo, including oil, and thus to a
decline in the demand for our services, among other potential consequences. Ongoing prevention and
mitigation measures, and negative economic and trade impacts of the COVID-19 outbreak could
materially and adversely affect our future operations, our business, financial condition and cash flows.
The extent of the COVID-19 outbreak’s effect on our operational and financial performance will
depend on future developments, including the duration, spread and intensity of the outbreak, all of
which are uncertain and difficult to predict considering the rapidly evolving situation. As a result, the
ultimate severity of the COVID-19 outbreak is uncertain at this time and therefore we cannot predict
the impact it may have on our future operations, which impact could be material and adverse.
Amendment of financial covenant
Our $27.0 million senior secured credit facility, our $100.0 million senior secured credit facility and
our $29.9 million senior secured credit facility are subject to financial covenants, including, in each
case, a covenant which requires Grindrod Shipping to maintain, on a consolidated basis, positive
working capital, such that consolidated current assets must exceed the consolidated current liabilities
as evidenced in the latest accounts of Grindrod Shipping, determined in accordance with IFRS, as of
each June 30 and December 31. On April 16, 2020, April 16, 2020, and April 22, 2020, respectively, the
relevant parties to the credit facilities have agreed, subject to completion of legal documentation in
the case of our $29.9 million senior secured credit facility, to amend the definitions of consolidated
current assets and consolidated current liabilities for purposes of this covenant, in each case such that
the determination of the consolidated current assets and consolidated current liabilities of Grindrod
Shipping excludes any adjustments made for IFRS 16.
By order of the Board
28 April 2020
Sponsor: Grindrod Bank Limited
Date: 28-04-2020 07:50:00
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