| Mon 19 Sep 2022, 15:28 | | GRINDROD SHIPPING HOLDINGS LIMITED - Dealing Disclosure pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers |
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Dealing Disclosure pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers
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 Dealing Disclosure pursuant to Rule 12.1 of the Singapore
Code on Take-overs and Mergers
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, today made the following announcement.
1. Introduction
The Board of Directors (“Board”) of Grindrod Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE:
GSH) (the “Company”) refers to the holding announcement filed with the U.S. Securities and
Exchange Commission (the “SEC”) by the Company on August 29, 2022 in relation to the non-
binding indicative proposal by Taylor Maritime Investment Limited (LSE: TMI.L) (“TMI”) to
acquire the entire issued and to be issued share capital of the Company (“Shares) not already
owned by TMI, or a subsidiary or affiliate thereof, for an aggregate cash consideration of
US$26.00 per share, by means of a tender offer, at a cash purchase price of US$21.00 per
share to be paid in conjunction with a special cash dividend from the Company of US$5.00 per
share to the shareholders of the Company.
2. Dealings by Mark Koen
Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers and based on
information received by the Company on 17 September 2022 from Mark Koen, an associate
of the Company, the Company wishes to announce the following dealing in shares by Mark
Koen on 16 September 2022 (the “Dealing”):
Date of Dealing Nature of Number of Shares Dealing Consideration
Dealing Price (US$) Received (US$)
16 September 2022 Sale 10,000 23.3943 233,943
per Share
Based on the above information received by the Company, after the Dealing reported above,
Mark Koen holds 13,695 Shares representing approximately 0.07 per cent. of the total Shares
in issue1.
1 The percentage shareholding is computed based on a total of 18,996,493 Shares (excluding treasury shares) as at 19 September 2022
and rounded to the nearest two (2) decimal places.
3. Responsibility Statement
The directors of the Company (including those who may have delegated detailed supervision
of this announcement) have taken all reasonable care to ensure that the facts stated and all
opinions expressed herein are fair and accurate and that no material facts have been omitted
from this announcement, the omission of which would make any statement in this
announcement misleading, and they jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise
publicly available sources or obtained from the Offeror, the sole responsibility of the Directors
has been to ensure, through reasonable enquiries, that such information is accurately
extracted from such sources or, as the case may be, accurately reflected or reproduced herein.
By Order of The Board
19 September 2022
Sponsor: Grindrod Bank Limited
The proposed tender offer by TMI and/or a subsidiary or affiliate thereof referred to in this
communication has not been agreed to by TMI or the Company and, as such, has not commenced.
This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities,
nor is it a substitute for any tender offer materials that TMI and/or a subsidiary or affiliate thereof will
file, and the solicitation/recommendation statement on Schedule 14D-9 that the Company will file,
with the SEC, in the event that a definitive agreement providing for a tender offer is entered into
between TMI and the Company. Any solicitation and offer to buy shares of the Company will only be
made pursuant to an offer to purchase and related tender offer materials. In the event that a definitive
agreement providing for a tender offer is entered into between TMI and the Company and a tender
offer is commenced, TMI and/or a subsidiary or affiliate thereof will file with the SEC a tender offer
statement on Schedule TO and other necessary filings and in connection therewith the Company will
file a solicitation/recommendation statement on Schedule 14D-9 and other necessary filings with the
SEC with respect to the tender offer. ANY SUCH TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND ANY
SUCH SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN
IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS
CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. In the event that a definitive agreement providing for a tender offer is
entered into between TMI and the Company and a tender offer is commenced, the offer to purchase,
the related letter of transmittal and the solicitation/recommendation statement and other filings
related to the offer will be made available for free at the SEC’s website at www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free of charge on the Company’s
internet website at grinshipping.com/investorrelations.
Date: 19-09-2022 03:28:00
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