Wrap Text
Grindrod Shipping Holdings Ltd. Announces Proposed Selective Capital Reduction
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. Announces Proposed Selective Capital Reduction
On April 4, 2024, 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 the proposed Selective Capital Reduction:
1 INTRODUCTION
The board of directors (the "Board") of Grindrod Shipping Holdings Ltd. (the "Company")
wishes to announce that it proposes to seek the approval of the shareholders of the Company
(the "Shareholders") at an extraordinary general meeting of the Company (the "EGM") to be
convened, for a selective capital reduction exercise to be undertaken by the Company (the
"Selective Capital Reduction") pursuant to sections 78G to 78I of the Companies Act 1967 of
Singapore (the "Companies Act").
2 SELECTIVE CAPITAL REDUCTION
2.1 Background
On 28 October 2022, Good Falkirk (MI) Limited ("GF") a wholly-owned subsidiary of Taylor
Maritime Investments Limited ("TMI", and together with GF referred to as the "Non-
Participating Shareholders") made a voluntary conditional cash offer (the "VGO") for all the
issued ordinary shares in the capital of the Company ("Shares") (other than Shares held by GF
and Shares held in treasury), in accordance with Rule 15 of The Singapore Code on Take-
overs and Mergers (the "Code") and the rules of the U.S. Securities and Exchange Commission
(the "SEC").
As at the close of the VGO at 11:59 p.m. (New York time) on 19 December 2022, the total
number of Shares owned, controlled, or agreed to be acquired by GF and its concert parties
and Shares validly tendered into the VGO amounted to an aggregate of 16,206,365 Shares,
representing approximately 83.23% of the total number of issued Shares at such date.
As at the date of this Announcement (the "Announcement Date"), GF holds 16,206,365 Shares,
representing approximately 82.33%1 of the total number of issued Shares.
2.2 Company's proposal
The Company proposes to implement the Selective Capital Reduction and cancel all the Shares
held by the Shareholders, other than the Shares held by GF (such Shareholders whose Shares
will be cancelled pursuant to the Selective Capital Reduction, referred to as the "Participating
Shareholders"), comprising 3,479,225 Shares (the "Participating Shares").
1
For the purposes of computation in this Announcement, the total number of issued Shares is 19,685,590 Shares;
the Company does not hold any Shares in treasury.
1
The Participating Shareholders will receive US$14.25 for each Participating Share held
that is cancelled as a result of the Selective Capital Reduction.
2.3 Reduction of share capital
As at the Announcement Date, the Company's issued and paid-up share capital is
US$290,193,001, comprising 19,685,590 Shares. There is only one class of shares in issue.
The Company does not hold any Shares in treasury. There are no outstanding instruments
convertible into, rights to subscribe for, or options in respect of, Shares or securities in the
Company which carry voting rights.
The Selective Capital Reduction will involve reducing the issued share capital of the Company
from US$290,193,001 comprising 19,685,590 Shares to US$240,614,044.75 comprising
16,206,365 Shares, representing a reduction of the total number of issued Shares by
approximately 17.67%.
The Selective Capital Reduction will be effected by:
(a) cancelling the amount of US$49,578,956.25 constituting the part of the total paid-up
share capital of the Company held by the Participating Shareholders; and
(b) cancelling the 3,479,225 Participating Shares constituting the part of the total issued
share capital of the Company held by the Participating Shareholders.
2.4 Cash Distribution
The aggregate sum of US$49,578,956.25 arising from the Selective Capital Reduction will be
returned to the Participating Shareholders in cash (the "Aggregate Cash Distribution"), on the
basis of US$14.25 for each Participating Share held by each Participating Shareholder that is
cancelled as a result of the Selective Capital Reduction (the "Cash Distribution per Share").
2.5 Funds for the Selective Capital Reduction
The Selective Capital Reduction will be funded from existing cash and cash equivalents of the
Company.
2.6 Selective Capital Reduction conditional
The Selective Capital Reduction will be conditional on the satisfaction of the conditions set out
in paragraph 3 below.
3 CONDITIONS
The Selective Capital Reduction will be conditional upon the following (the "Conditions"):
Requirements under the Companies Act
(a) obtaining Shareholders' approval by way of a special resolution at an extraordinary
general meeting of the Company to be convened to approve the Selective Capital
Reduction pursuant to section 78G of the Companies Act;
(b) the grant of the order of the High Court of the Republic of Singapore ("Court") approving
the Selective Capital Reduction (the "Court Order"), and such Court Order having
become final;
(c) the lodgment of the Court Order (and such other documents as prescribed by section
2
78I(3) of the Companies Act) with the Accounting and Corporate Regulatory Authority
of Singapore ("ACRA") within 90 days beginning with the date the Court Order is made,
or within such longer period as ACRA may allow;
South African regulatory approvals
(d) receipt of the approval of the Johannesburg Stock Exchange (the "JSE") for the
corporate action timetable and the circular to Shareholders in relation to the Selective
Capital Reduction (the "Circular"); and
(e) receipt of the approval of the Financial Surveillance Department of the South African
Reserve Bank ("SARB") for the release of the Circular.
4 INFORMATION ON THE NON-PARTICIPATING SHAREHOLDERS
4.1 Information on TMI
TMI was registered in Guernsey under the Companies (Guernsey) Law, 2008 on 31 March
2021. TMI's registration number is 69031 and it is regulated by the Guernsey Financial Services
Commission as a registered closed-ended collective investment scheme pursuant to the
Protection of Investors (Bailiwick of Guernsey) Law, 2020, the Registered Collective Investment
Scheme Rules 2021 and the Prospectus Rules 2021. TMI's ordinary shares were admitted to
the premium listing segment of the Official List of the UK Listing Authority and began trading on
the Main Market of the London Stock Exchange on 27 May 2021.
TMI specialises in the acquisition and chartering of vessels in the handysize and
supramax/ultramax bulk carrier segments of the global shipping sector. TMI invests in a
diversified portfolio of vessels which are primarily second-hand. The current portfolio numbers
19 vessels in the geared dry bulk segment. The ships are employed utilising a variety of
employment/charter strategies.
Share capital
As at the Announcement Date, TMI has an issued and fully paid share capital of
US$333,479,334 comprising 330,215,878 ordinary shares.
Board of directors of TMI
As at the Announcement Date, the directors of TMI are Edward David Christopher Buttery ("Ed
Buttery"), Christopher Richard Buttery, Sandra Platts, Charles Maltby, Trudi Clark, Francis
Dunne and Henry Clavering Tollemache Strutt.
4.2 Information on GF
GF is wholly-owned subsidiary of TMI which is incorporated in the Republic of the Marshall
Islands. GF's principal business is to hold investments on behalf of TMI and its subsidiaries and
affiliates. GF currently holds TMI's existing investment in the Company.
As at the Announcement Date, GF has an issued and paid-up share capital of US$1 divided
into 1 ordinary share.
As at the Announcement Date, the corporate director of GF is TMI Director 1 Limited. The
directors of TMI Director 1 Limited are Trudi Clark, Alexander Slee, and Sandra Platts.
3
5 RATIONALE FOR, AND BENEFITS OF, THE SELECTIVE CAPITAL REDUCTION
5.1 Opportunity for Participating Shareholders to realise investment
The Selective Capital Reduction is an internal corporate exercise that is proposed by the
Company for the Participating Shareholders to have an opportunity to fully exit their investment
in the Shares in return for cash. The Selective Capital Reduction would enable the Company to
return the aggregate sum of US$49,578,956.25 in cash to the Participating Shareholders in
respect of the cancellation of the Participating Shares held by them.
5.2 Certainty of a premium
The Selective Capital Reduction provides an immediate and certain exit opportunity for
Shareholders at an attractive premium to the Company's share price, without incurring
brokerage and other costs. The Cash Distribution of US$14.25 per Share represents the
following premia over:
(a) the last traded price per Share as quoted on the NASDAQ and the JSE respectively on
28 March 2024, being the last practicable full day of trading in the Shares on the
NASDAQ and the JSE, preceding the Announcement Date (the "Last Trading Day");
and
(b) the volume-weighted average price ("VWAP") per Share as transacted on the NASDAQ
and the JSE respectively for the 30-day, 60-day, 90-day and 180-day periods
respectively prior to the Last Trading Day.
NASDAQ
Premium of Cash
Description Share price (1) Distribution of US$14.25
over Share price (2)
1. Last traded price per Share on 28 March US$10.35 37.7%
2024, being the Last Trading Day
2. VWAP for the 30-day period prior to the US$9.53 49.5%
Last Trading Day
3. VWAP for the 60-day period prior to the US$9.31 53.1%
Last Trading Day
4. VWAP for the 90-day period prior to the US$9.35 52.4%
Last Trading Day
5. VWAP for the 180-day period prior to the US$9.09 56.8%
Last Trading Day
Notes:
(1) The Company's share price quoted on the NASDAQ based on data extracted from Bloomberg L.P. as at
the Last Trading Day, rounded to the nearest two decimal places.
(2) The percentage figures are rounded to the nearest one decimal place.
4
JSE
Premium of
Cash
Distribution
Description Share Price (1) Exchange USD
of US$14.25
rate converted
over Share
(USD/ZAR) (2) share price
(3) Price (4)
1. Last traded price per
Share on 28 March ZAR
18.94 US$10.56 34.9%
2024, being the Last 200.00
Trading Day
2. VWAP for the 30-day ZAR 18.94 US$9.20 54.8%
period prior to the Last 174.32
Trading Day
3. VWAP for the 60-day ZAR 18.94 US$9.36 52.2%
period prior to the Last 177.30
Trading Day
4. VWAP for the 90-day ZAR 18.94 US$9.36 52.3%
period prior to the Last 177.22
Trading Day
5. VWAP for the 180-day ZAR 18.94 US$9.17 55.4%
period prior to the Last 173.72
Trading Day
Notes:
(1) The Company's share price quoted on the JSE based on data extracted from Bloomberg L.P. as at the Last
Trading Day, rounded to the nearest two decimal places.
(2) The rate extracted from Bloomberg L.P. as at the Last Trading Day, rounded to the nearest two decimal
places.
(3) The ZAR price converted to USD at the rate extracted from Bloomberg L.P. as at the Last Trading Day,
rounded to the nearest two decimal places.
(4) The percentage figures are rounded to the nearest one decimal place.
6 CONFIRMATION OF FINANCIAL RESOURCES
ZICO Capital Pte. Ltd., as financial adviser to the Company in connection with the Selective
Capital Reduction (the "Financial Advisor"), confirms that sufficient financial resources are
available to the Company to fund the Aggregate Cash Distribution pursuant to the Selective
Capital Reduction.
7 EXEMPTIONS BY THE SECURITIES INDUSTRY COUNCIL
The Securities Industry Council (the "SIC") has exempted the Selective Capital Reduction from
certain provisions of the Code, including Rules 14, 15, 16, 17, 20.1, 21, 22, 28, 29 and 33.2 and
Note 1(b) on Rule 19 of the Code, subject to the following conditions:
(a) the Non-Participating Shareholders and their concert parties will abstain and not vote
on the special resolution relating to the Selective Capital Reduction at the EGM to be
convened for the purposes of approving the Selective Capital Reduction;
5
(b) the directors of the Company who are also directors of the Non-Participating
Shareholders, or who are acting in concert with the Non-Participating Shareholders and
their concert parties, will abstain from making a recommendation to the Participating
Shareholders on the Selective Capital Reduction; and
(c) the Company appoints an independent financial adviser to advise the Participating
Shareholders on the Selective Capital Reduction.
8 DISCLOSURES ON HOLDINGS AND DEALINGS IN COMPANY SECURITIES
8.1 Non-Participating Shareholders and their concert parties
8.1.1 As at the Announcement Date, the Non-Participating Shareholders and parties acting in concert
with them own or control in aggregate 16,419,947 Shares, representing approximately 83.41%
of all the Shares, details of which are set out in the Appendix.
8.1.2 Save as disclosed in this Announcement (in particular the Appendix), and based on the latest
information available to the Non-Participating Shareholders, neither the Non-Participating
Shareholders nor parties acting in concert with them:
(a) owns, controls or has agreed to acquire any:
(i) Shares;
(ii) securities which carry voting rights in the Company; and
(iii) convertible securities, warrants, options or derivatives in respect of such
Shares or securities which carry voting rights in the Company,
(collectively, the "Company Securities");
(b) has received any irrevocable undertakings from any party to vote in favour of the
Selective Capital Reduction;
(c) has dealt for value in any Company Securities during the period commencing three
months preceding the Announcement Date;
(d) has entered into any arrangement (whether by way of option, indemnity or otherwise)
in relation to the Shares which might be material to the Selective Capital Reduction; or
(e) has in respect of the Company Securities:
(i) granted a security interest over any Company Securities to another person,
whether through a charge, pledge or otherwise;
(ii) borrowed from another person any Company Securities (excluding borrowed
Company Securities which have been on-lent or sold); or
(iii) lent any Company Securities to another person.
8.2 Directors of the Company
As at the Announcement Date, none of the directors of the Company: (a) has any direct or
deemed interests in the Company Securities, or (b) has dealt for value in any Company
Securities during the three-month period immediately preceding the Announcement Date.
6
8.3 Financial Advisor
As at the Announcement Date, none of the Financial Advisor, its related corporations or any
funds whose investments are managed by the Financial Advisor on a discretionary basis (a)
owns or controls any Company Securities; or (b) has dealt for value in any Company Securities
during the three-month period immediately preceding the Announcement Date.
8.4 IFA
As at the Announcement Date, none of the IFA (as defined below), its related corporations or
any funds whose investments are managed by the IFA on a discretionary basis (a) owns or
controls any Company Securities; or (b) has dealt for value in any Company Securities during
the three-month period immediately preceding the Announcement Date.
9 IRREVOCABLE UNDERTAKINGS
None of the Non-Participating Shareholders, their concert parties, and/or the Company has
received any irrevocable undertaking from any Shareholder to vote in favour of the Selective
Capital Reduction.
10 SHAREHOLDERS' AND COURT APPROVAL
Shareholders' approval is being sought for the Selective Capital Reduction in accordance with
the provisions of the Companies Act. Pursuant to section 78G of the Companies Act, the
Selective Capital Reduction requires:
(a) a special resolution2 to be passed by the Shareholders approving the Selective Capital
Reduction; and
(b) the approval and confirmation by the Court of the Selective Capital Reduction.
Upon the Court Order being made and having become final, the Selective Capital Reduction
will take effect upon the lodgement of a copy of the Court Order, together with the other
documents as prescribed under the Companies Act, with ACRA within 90 days beginning from
the date the Court Order is made, or within such longer period as ACRA may allow.
11 INDEPENDENT FINANCIAL ADVISER
11.1 Appointment of IFA
In connection with the Selective Capital Reduction, the Board wishes to announce that CEL
Investment Corporate Finance Pte. Ltd. has been appointed as the independent financial
adviser (the "IFA") to advise the directors of the Company who are considered independent for
the purposes of the Selective Capital Reduction (the "Independent Directors").
11.2 Fairness opinion by IFA
The IFA will be providing, in the Circular, a fairness opinion addressed to the Independent
Directors, on the financial terms of the Selective Capital Reduction to the Participating
Shareholders.
2
A special resolution requires the approval of at least 75 per cent. of all Shares voted by Shareholders present
and voting at the EGM.
7
12 CIRCULAR TO SHAREHOLDERS AND NOTICE OF EGM
The Circular setting out the relevant information relating to the Selective Capital Reduction and
containing the advice of the IFA and the recommendation of the Independent Directors, together
with the notice of the EGM (the "Notice") to be convened to seek the approval of the
Shareholders for the Selective Capital Reduction, will be despatched to Shareholders in due
course. The Circular will contain the information required to be included under Rule 13e-3 of
the SEC promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") and
will be filed with the SEC as an exhibit to a Transaction Statement on Schedule 13e-3 of the
SEC. A copy of the Circular and the Notice will also be made available by the Company to
Shareholders through the SENS electronic platform of the JSE, the electronic platform of the
NASDAQ, and on the Company's website at
https://www.grinshipping.com/Content/EventsPresentationsAndNotices. Please refer to the
Company's website for further announcements in relation to the Selective Capital Reduction.
13 ABSTENTIONS
13.1 Non-Participating Shareholders and their concert parties
The Non-Participating Shareholders and their concert parties will abstain and not vote on the
special resolution relating to the Selective Capital Reduction at the EGM to be convened for the
purposes of approving the Selective Capital Reduction. In this regard:
(a) Taylor Maritime Group Limited ("TMG"), a company incorporated in the Republic of the
Marshall Islands, is acting in concert or presumed to be acting in concert with the Non-
Participating Shareholders; and
(b) Temeraire Holding (MI) Limited ("Temeraire"), a company incorporated in the Republic
of the Marshall Islands, is acting in concert or presumed to be acting in concert with the
Non-Participating Shareholders.
Accordingly, Non-Participating Shareholders that hold Shares, TMG, and Temeraire, will
abstain and not vote on the special resolution relating to the Selective Capital Reduction at the
EGM to be convened for the purposes of approving the Selective Capital Reduction. For the
avoidance of doubt, TMG and Temeraire are not prohibited from participating in the Selective
Capital Reduction, although they will abstain from voting on the aforementioned special
resolution.
13.2 Abstaining directors
The directors of the Company who are also directors of the Non-Participating Shareholders, or
who are acting in concert with the Non-Participating Shareholders and their concert parties, will
abstain from making a recommendation to the Participating Shareholders on the Selective
Capital Reduction.
14 LISTING STATUS
14.1 Nasdaq
If the Selective Capital Reduction becomes effective, all the Shares will be owned by GF. The
Company will be delisted from NASDAQ. Upon the Selective Capital Reduction becoming
effective, the Company intends to as soon as practicable voluntarily delist the Shares from
NASDAQ and will issue an announcement of the delisting of the Shares on NASDAQ.
14.2 JSE
8
14.2.1 If the Selective Capital Reduction becomes effective, all the Shares will be owned by GF. In
that event, it is expected that the JSE will initiate the removal of the Shares from the list
maintained by the JSE of securities admitted to listing (the "List"). The approval of the SARB
to such a delisting has already been obtained.
14.2.2 It is anticipated that the removal of the Shares from the List will take effect within 30 JSE
business days3 after the publication by the Company of an announcement that the Selective
Capital Reduction has become effective.
14.3 Implications of delisting
Delisting of the Shares from NASDAQ and the cancellation of the listing on the List maintained
by the JSE would significantly reduce the liquidity and marketability of the Shares. Delisting of
the Shares from the JSE would significantly reduce the liquidity and marketability of the Shares
held on the South African register.
15 RESPONSIBILITY STATEMENT
15.1 Board of the Company. The directors of the Company (including any who may have delegated
detailed supervision of this Announcement) have taken all reasonable care to ensure that the
facts stated and all opinions expressed in this Announcement (other than paragraphs 4 and 8.1
above and the Appendix to this Announcement for which the TMI Board and/or the GF Board
have taken responsibility, and all other facts relating to, and opinions expressed by, TMI and/or
GF) are fair and accurate and that no material facts have been omitted from this Announcement,
and they jointly and severally accept responsibility accordingly. Where any information in this
Announcement has been extracted or reproduced from published or publicly available sources
(other than paragraphs 4 and 8.1 above and the Appendix to this Announcement for which the
TMI Board and/or the GF Board have taken responsibility, and all other facts relating to, and
opinions expressed by, TMI and/or GF), the sole responsibility of the Board has been to ensure,
through reasonable enquiries, that such information is accurately and correctly extracted from
such sources or, as the case may be, reflected or reproduced in this Announcement.
15.2 TMI Board. The directors of TMI (including any who may have delegated detailed supervision of
this Announcement) (the "TMI Board") have taken all reasonable care to ensure that the facts
stated and all opinions expressed in paragraphs 4, 8.1, and 13.1 above and the Appendix to
this Announcement (other than all facts relating to, and opinions expressed by, the Company and
the Financial Advisor) are fair and accurate and that no material facts have been omitted from this
Announcement, and they jointly and severally accept responsibility accordingly. Where any
information in paragraphs 4, 8.1, or 13.1 above or the Appendix to this Announcement has been
extracted or reproduced from published or publicly available sources (other than all facts relating
to, and opinions expressed by, the Company and the Financial Advisor), the sole responsibility of
the TMI Board has been to ensure, through reasonable enquiries, that such information is
accurately extracted from such sources or, as the case may be, reflected or reproduced in
paragraphs 4, 8.1, and 13.1 above and the Appendix to this Announcement.
15.3 GF Board. The directors of GF (including any who may have delegated detailed supervision of
this Announcement) (the "GF Board") have taken all reasonable care to ensure that the facts
stated and all opinions expressed in paragraphs 4, 8.1, and 13.1 above and the Appendix to
this Announcement (other than all facts relating to, and opinions expressed by, the Company and
the Financial Advisor) are fair and accurate and that no material facts have been omitted from this
Announcement, and they jointly and severally accept responsibility accordingly. Where any
information in paragraphs 4, 8.1, or 13.1 above or the Appendix to this Announcement has been
extracted or reproduced from published or publicly available sources (other than all facts relating
3
"JSE business days" being any day other than a Saturday, Sunday or any other day on which the JSE is closed.
9
to, and opinions expressed by, the Company and the Financial Advisor), the sole responsibility of
the GF Board has been to ensure, through reasonable enquiries, that such information is
accurately extracted from such sources or, as the case may be, reflected or reproduced in
paragraphs 4, 8.1, and 13.1 above and the Appendix to this Announcement.
Company Contact: Investor Relations:
Edward Buttery Email: ir@grindrodshipping.com
CEO
Grindrod Shipping Holdings Ltd.
1 Temasek Avenue, #10-02 Millenia Tower,
Singapore, 039192
Email: ir@grindrodshipping.com
Website: www.grinshipping.com
By Order of the Board
5 April 2024
Sponsor: Grindrod Bank Limited
10
APPENDIX
DISCLOSURES OF HOLDINGS IN COMPANY SECURITIES
Based on the latest information available to the Non-Participating Shareholders and responses
received pursuant to enquiries made by the Non-Participating Shareholders, the holdings of
Company Securities of the Non-Participating Shareholders and the following persons who are
acting in concert with them as at the Announcement Date, are set out below:
Name Direct Interest Total Interest
No. of Shares %(1) No. of Shares %(1)
TMI 0 0.00 16,206,365 (2) 82.33(2)
GF 16,206,365 82.33 16,206,365 82.33
TMG 138,828 0.71 138,828 0.71
Temeraire 74,754 0.38 74,754 0.38
TOTAL 16,419,947 83.41 16,419,947 83.41
Note:
(1) Calculated based on 19,685,590 Shares in issue. The percentage figures are rounded to the nearest two
decimal places.
(2) TMI is deemed to have an interest in the Shares held by GF, given that GF is a wholly-owned subsidiary of
TMI.
11
Date: 05-04-2024 08:00:00
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.
Sharenet Sites 
