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Exchange Rate for Offer Price in terms of Voluntary Conditional Offer

Published: 2022-11-29 15:47:28 ET
<<<  go to JSE:GSH company page
 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




    EXCHANGE RATE FOR OFFER PRICE IN TERMS OF VOLUNTARY CONDITIONAL
     OFFER (WHICH HAS BEEN DECLARED UNCONDITIONAL IN ALL RESPECTS)

1       INTRODUCTION

        Shareholders of Grindrod Shipping Holdings Ltd. (“Company”) are referred to the announcement
        published by the Company on 12 October 2022 on the Stock Exchange News Service (“SENS”),
        as well as subsequent announcements on 13 October 2022, 17 October 2022, 22 November
        2022, 23 November 2022 and 29 November 2022 on SENS, regarding the voluntary conditional
        cash offer (the “Offer”) made by Good Falkirk (MI) Limited (the “Offeror”), a wholly-owned
        subsidiary of Taylor Maritime Investments Limited (“TMI”), for all of the issued ordinary shares
        (“Shares”) in the capital of the Company (other than Shares held by the Offeror and Shares held
        in treasury).

        Shareholders are further referred to the announcement of the publication of the offer to purchase
        containing the full terms and conditions of the Offer (“Offer to Purchase”) together with other
        related documents, published on SENS on 31 October 2022.

        It is confirmed that the Offer to Purchase, the solicitation/recommendation statement on Schedule
        14D-9, and the other documents filed with the Securities and Exchange Commission (“SEC”) by
        the Company are available free of charge on the Company’s website at
        www.grinshipping.com/investorrelations.

        It is confirmed, as stated in the announcement on SENS earlier today (Tuesday, 29 November
        2022), the Offer became unconditional in all respects as at 11:59 p.m. (New York time) on
        Monday, 28 November 2022.

2      EXCHANGE RATE FOR OFFER PRICE

        As contemplated in the announcement on SENS earlier today (Tuesday, 29 November 2022),
        shareholders registered on the South African branch register are advised that the Offer Price of
        US$21.00 per Share will be converted to Rands at a USD/Rand exchange rate of 16.94890. This
        will equate to an Offer Price of ZAR 355.92690 per Share.

Forward-Looking Statements

This announcement contains forward-looking statements relating to a voluntary conditional cash offer
by the Offeror to acquire all of the Shares (other than Shares held by the Offeror and Shares held in
treasury), which offer involves substantial risks and uncertainties that could cause any actual outcome
to differ materially from those expressed or implied by such statements.

All statements other than statements of historical facts included in this announcement are or may be
forward-looking statements. Forward-looking statements include but are not limited to those using
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words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”,
“forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”,
“may” and “might”. These statements reflect the Company’s, or TMI’s and the Offeror's, as applicable,
current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in
light of currently available information.

These forward-looking statements are subject to risks and uncertainties including, among other things,
satisfaction or waiver of the conditions to closing of the Offer in the anticipated timeframe or at all,
including uncertainties as to whether and how many of the Company’s shareholders will tender their
shares into any offer and the possibility that any agreed transaction is not consummated.

Such forward-looking statements are not guarantees of future performance or events and involve known
and unknown risks and uncertainties. Accordingly, actual results may differ materially from those
described in such forward-looking statements. Shareholders and investors should not place undue
reliance on such forward-looking statements, and neither TMI, the Offeror nor the Company undertakes
any obligation to update publicly or revise any forward-looking statements, subject to compliance with
any applicable laws and regulations and/or any other regulatory or supervisory body or agency.

Important Information

This communication is for informational purposes only, is not a recommendation and is neither an offer
to purchase nor a solicitation of an offer to sell any Shares of the Company or any other securities, nor
is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that TMI
and the Offeror filed, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other
necessary filings that the Company filed, with the SEC on 28 October 2022. Any solicitation and offer
to buy Shares of the Company is only being made pursuant to the Offer to Purchase and related tender
offer materials. The Tender Offer Statement, including the offer to purchase and certain other
offer documents (as they may be updated and amended from time to time), and the
Solicitation/Recommendation Statement on Schedule 14D-9 contain important information. Any
holders of Shares are urged to read these documents carefully because they contain important
information that holders of Shares should consider before making any decision with respect to
the tender offer. The offer to purchase and the solicitation/recommendation statement and other filings
related to the offer are available for free at the SEC’s website at www.sec.gov. Copies of the documents
filed with the SEC by TMI and/or the Offeror are available free of charge on TMI’s website at
www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the Offer to
Purchase, the solicitation/recommendation statement on Schedule 14D-9 and the other documents filed
with the SEC by the Company are available free of charge on the Company’s website at
www.grinshipping.com/investorrelations. In addition, holders of Shares may obtain free copies of the
tender offer materials by contacting the information agent for the offer, Georgeson LLC, at 1290 Avenue
of the Americas, 9th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

Offer Jurisdictions

The Offer under the Offer to Purchase is part of a single offer that is being made on the same terms in
the United States, Singapore, South Africa and other jurisdictions where the Offer may be legally
extended.

Responsibility Statement

The directors of the Company (including those who may have delegated supervision of the preparation
of this communication) have taken all reasonable care to ensure that the facts stated and all opinions
expressed in this communication are fair and accurate and that no material facts have been omitted
from this communication, the omission of which would make any statement in this communication
misleading; and the directors of the Company jointly and severally accept responsibility accordingly.
Where any information in this communication has been extracted or reproduced from published or

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otherwise publicly available sources or obtained from TMI or the Offeror, the sole responsibility of the
directors of the Company has been to ensure, through reasonable enquiries, that such information has
been accurately and correctly extracted from such sources or, as the case may be, accurately reflected
or reproduced in this communication. The directors of the Company do not accept any responsibility for
any information relating to TMI or the Offeror or any opinion expressed by TMI or the Offeror.



 Company Contact:                                    Investor Relations / Media Contact:
 Stephen Griffiths                                   Nicolas Bornozis / Paul Lampoutis
 Interim CEO / CFO                                   Capital Link, Inc.
 Grindrod Shipping Holdings Ltd.                     230 Park Avenue, Suite 1536
 200 Cantonment Road, #03-01 Southpoint              New York, N.Y. 10169
 Singapore, 089763                                   Tel.: (212) 661-7566
 Email: ir@grindrodshipping.com                      Fax: (212) 661-7526
 Website: www.grinshipping.com                       Email: grindrod@capitallink.com



By Order of the Board

29 November 2022

Sponsor: Grindrod Bank Limited




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