| Mon 26 Sep 2011, 16:46 | | GND/GNDP - Grindrod Limited - Notice of General Meeting and Salient Dates |
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GND/GNDP - Grindrod Limited - Notice of General Meeting and Salient Dates
Announcement
Grindrod Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/009846/06)
Ordinary share code: GND ISIN ZAE000072328
Preference share code: GNDP ISIN ZAE000071106
("Grindrod" or the "Company")
NOTICE OF GENERAL MEETING AND SALIENT DATES ANNOUNCEMENT
The distribution of this announcement and/or the offer to subscribe for
subscription shares in jurisdictions, other than South Africa, may be restricted
or prohibited by the laws of such jurisdictions and must be deemed to be
provided for information purposes only in those jurisdictions. The subscription
shares have not been and will not be registered for the purposes of the Remgro
offer under the securities laws of any country outside South Africa and
accordingly, are not being offered, sold, taken up, re-sold or delivered
directly or indirectly to qualifying Grindrod shareholders in any jurisdiction
where such offer would constitute a violation of the laws of the relevant
jurisdiction.
1.Introduction
Grindrod shareholders are referred to the joint announcement published by
Grindrod and Remgro Limited ("Remgro") on Tuesday, 20 September 2011, relating
to, inter alia, the subscription by Remgro for 133 333 334 new ordinary shares
("subscription shares") in the share capital of Grindrod at a subscription price
of R15.00 per subscription share ("transaction"). Holders of ordinary shares in
the share capital of Grindrod ("Grindrod ordinary shareholders") and holders of
non-redeemable, non-participating and non-convertible preference shares in the
share capital of Grindrod ("Grindrod preference shareholders") (collectively
"Grindrod shareholders") are advised that the circular to Grindrod shareholders
relating to the transaction was posted to Grindrod shareholders on Monday, 26
September 2011. The circular includes a notice of general meeting, together
with a table of entitlements and a form of acceptance and payment instruction
regarding 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 Remgro offer), recorded in the register of Grindrod on the Remgro offer
record date, being Friday, 21 October 2011 ("qualifying Grindrod shareholders"),
to subscribe for the subscription shares in its stead.
2.General Meeting
A general meeting of Grindrod shareholders will take place at 10h00 on Monday,
24 October 2011 at the registered office of the Company, 115 Margaret Mncadi
Avenue, Durban, 4001, to consider and if deemed fit to pass, with or without
modification, the resolutions necessary to effect the transaction ("general
meeting").
In terms of the JSE Limited Listings Requirements ("Listings Requirements"), a
75% majority of votes of all Grindrod ordinary shareholders present or
represented by proxy at the general meeting must be obtained in respect of the
ordinary resolution authorising the directors of the Company, by way of a
specific authority to allot and issue the subscription shares for a cash
consideration of R15.00 per subscription share in terms of the subscription
agreement entered into between Remgro and the Company ("specific issue"). In
terms of section 5.51(g) of the Listing Requirements, the votes attaching to any
ordinary shares held by Remgro or its associates on the Grindrod voting record
date, being Tuesday, 18 October 2011, will be excluded from voting on the
ordinary resolution to approve the specific issue.
Ordinary shares held by subsidiary companies of Grindrod as treasury shares do
not carry any voting rights and therefore will not be eligible to vote at the
general meeting or to participate in the Remgro offer.
Grindrod preference shareholders are entitled to attend the general meeting but
are not entitled to vote thereat.
3.Salient dates and times
2011
Circular posted to shareholders on Monday, 26 September
Notice of general meeting announcement released on Monday, 26 September
SENS
Notice of general meeting announcement published in Tuesday, 27 September
the South African press on
Last day to trade to be recorded in the register in Tuesday, 11 October
order to be able to attend, participate and, in the
case of Grindrod ordinary shareholders only, vote
at the general meeting
Remgro offer last day to trade Friday, 14 October
Record date for shareholders to be recorded in the Tuesday, 18 October
register in order to be able to attend, participate
and, in the case of Grindrod ordinary shareholders
only, vote at the general meeting
Remgro offer record date Friday, 21 October
Last day to lodge proxy forms at the registered Saturday, 22 October
office of the Company for the general meeting (by
no later than 10h00) on3
General meeting held at 10h00 on Monday, 24 October
Results of general meeting released on SENS on Monday, 24 October
Results of general meeting published in the South Tuesday, 25 October
African press on
Remgro offer election date (by no later than 17h00) Tuesday, 25 October
Issue of ordinary shares to Remgro Monday, 31 October
Issue of ordinary shares to qualifying Grindrod Monday, 31 October
shareholders who accepted the Remgro offer (by no
later than)
Notes:
1.The above dates and times are subject to amendment. Any such amendment will be
released on SENS and published in the South African press.
2.All dates and times quoted in this document are South African dates and times.
3.Should Grindrod ordinary shareholders wish to lodge the form of proxy with the
transfer secretaries, the form of proxy will need to be received by the transfer
secretaries, Computershare Investor Services (Proprietary) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107), by no later than 10h00 on Thursday, 20 October 2011, so that arrangements
can be made for the lodgement thereof with the Company by 10h00 on Saturday, 22
October 2011.
4.Circular
Copies of the circular may be obtained from the registered office of Grindrod,
Quadrant House, 115 Margaret Mncadi Avenue, Durban, 4001 and the office of the
transfer secretaries, Computershare Investor Services (Proprietary) Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 between Monday, 26
September 2011 and Monday, 24 October 2011. The circular will also be available
on the Company`s website (www.grindrod.co.za) from Monday, 26 September 2011.
Durban
26 September 2011
Lead Financial Adviser and Joint Financial Adviser and
Independent Sponsor Sponsor
Deutsche Bank Grindrod Bank
Legal Adviser Reporting Accountants
Garlicke & Bousfield Inc. Deloitte
Date: 26/09/2011 16:46:01 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.
