REG - Taylor Maritime Taylor Maritime -TMI - Clarification re Conditional Cash Offer
14/10/2022 19:59
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RNS Number : 9950C Taylor Maritime Investments Limited 14 October 2022
THIS ANNOUNCEMENT DATED 14 OCTOBER 2022 (THE "ANNOUNCEMENT") DOES NOT
CONSTITUTE AN OFFER AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, IN OR INTO, OR FROM, ANY JURISDICTION OUTSIDE THE UNITED
STATES OF AMERICA, SOUTH AFRICA, AND SINGAPORE IN WHICH THE INTRODUCTION OR
IMPLEMENTATION OF THE OFFER (AS DEFINED BELOW) WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE REFER TO PARAGRAPH 19 OF
THE OFFER ANNOUNCEMENT (AS DEFINED HEREIN) FOR FURTHER DETAILS RELATING TO
GRINDROD SHAREHOLDERS IN OTHER JURISDICTIONS.
GOOD FALKIRK (MI) LIMITED TAYLOR MARITIME INVESTMENTS LIMITED
(Registration No.: 96379) (Registration No.: 69031)
(Incorporated in Marshall Islands)
(Incorporated in Guernsey)
VOLUNTARY CONDITIONAL CASH OFFER
by
GOOD FALKIRK (MI) LIMITED, A WHOLLY-OWNED SUBSIDIARY OF TAYLOR MARITIME
INVESTMENTS LIMITED
to acquire all the issued ordinary shares in the capital of
GRINDROD SHIPPING HOLDINGS LTD.
other than Shares held by the Offeror and Shares held in treasury.
CLARIFICATORY ANNOUNCEMENT
1 INTRODUCTION
1.1 Taylor Maritime Investments Limited ("TMI") refers to the
announcement released on 12 October 2022 in relation to the voluntary
conditional cash offer made by Good Falkirk (MI) Limited ("the Offeror") for
all the issued ordinary shares (the "Shares") in the capital of Grindrod
Shipping Holdings Ltd. ("Grindrod") (other than Shares held by the Offeror and
Shares held in treasury) (the "Offer Shares"), 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") (the "Offer
Announcement").
1.2 Capitalised terms which are not otherwise defined herein shall
have the meanings ascribed to them in the Offer Announcement.
2 CLARIFICATION ON THE PREMIA OF THE OFFER PRICE OVER THE
HISTORICAL TRADED PRICES OF THE SHARES
2.1 The Offeror wishes to clarify that the correct premia over the
Transaction Value by reference to the historical traded price of the Shares on
the JSE are as follows:
Description Share Price ((1)) Premium of Transaction Value of US$26.00 over Share Price ((4) )
(ZAR) (%)
Exchange rate (USD/ZAR) ((2)) USD converted share price ((3) )
1. 1. Last traded price per Share on 10 October 2022, being the Last Trading Day 424.99 18.13 23.44 10.9%
2. Last trading price per Share on 26 August 2022 being the last full trading 331.03 16.88 19.61 32.6%
date prior to the Disclosure Date
3. 3. VWAP for the 30-day period prior to the Disclosure Date 314.60 16.75 18.78 38.4%
4. VWAP for the 60-day period prior to the Disclosure Date 307.91 16.44 18.73 38.8%
5. VWAP for the 90-day period prior to the Disclosure Date 353.68 16.22 21.81 19.2%
6. VWAP for the 180-day period prior to the Disclosure Date 325.54 15.74 20.68 25.7%
Notes:
(1) Grindrod Shipping share price quoted on the JSE based on
data extracted from Bloomberg L.P. as at the Last Trading Day or Disclosure
Date (as appropriate), rounded to the nearest two decimal places.
(2) Based on the rate extracted from Bloomberg L.P. as at the
Last Trading Day or Disclosure Date (as appropriate),
rounded to the nearest two decimal places.
(3) The ZAR price is converted to USD at the rate prevailing
on the relevant day or, in the case of the VWAP, the average rate prevailing
during the relevant period.
(4) The percentage figures are rounded to the nearest one
decimal place.
2.2 As a result of the corrected figures above:
(a) the table in paragraph 2.1 above should replace the table (in
relation to the premia over the Transaction Value by reference to the
historical traded price of the Shares on the JSE) in each of:
(i) paragraph 2.2 of the Offer Announcement; and
(ii) paragraph 9.1 of the Offer Announcement.
3 RESPONSIBILITY STATEMENT
The TMI Board (including those who may have delegated supervision of this
Announcement) has taken all reasonable care to ensure that the facts stated
and all opinions expressed in this Announcement 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 the TMI
Board jointly and severally accepts responsibility accordingly. Where any
information in this Announcement has been extracted or reproduced from
published or otherwise publicly available sources (including, without
limitation, information relating to the Company and its subsidiaries and
associated companies), the sole responsibility of the TMI Board 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 Announcement.
The Offeror Board (including those who may have delegated supervision of this
Announcement) has taken all reasonable care to ensure that the facts stated
and all opinions expressed in this Announcement 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 the Offeror
Board jointly and severally accepts responsibility accordingly. Where any
information in this Announcement has been extracted or reproduced from
published or otherwise publicly available sources (including, without
limitation, information relating to the Company and its subsidiaries and
associated companies), the sole responsibility of the Offeror Board 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 Announcement.
14 October 2022
BY ORDER OF THE BOARD BY ORDER OF THE BOARD
GOOD FALKIRK (MI) LIMITED TAYLOR MARITIME INVESTMENTS LIMITED
Forward-Looking Statements
This Announcement contains forward-looking statements relating to a voluntary
conditional cash offer by the Offeror to acquire all of the issued ordinary
shares in the capital of the Company (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 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 TMI's and the Offeror's, or, as applicable, the Company's
current expectations, beliefs, hopes, intentions or strategies regarding the
future and assumptions in light of currently available information.
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, the
Company, nor Evercore undertakes any obligation to update publicly or revise
any forward-looking statements, subject to compliance with any applicable laws
and regulations and/or rules of the SGX-ST and/or any other regulatory or
supervisory body or agency.
Important Information
The tender offer by the Offeror referred to in this communication has not
commenced. 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 that TMI and/or the
Offeror will file, and the Solicitation/Recommendation Statement on Schedule
14D-9 and other necessary filings that the Company will file, with the SEC, in
the event that the tender offer is commenced. 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. At the time the tender offer is commenced,
TMI, the Offeror 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. Any such
Tender Offer Statement (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 of Shares should consider before making any decision
with respect to the tender offer. In the event that 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 TMI and/or the Offeror will be available
free of charge on TMI's internet website at
taylormaritimeinvestments.com/investor-centre/. 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/investor relations. In addition, holders
of Shares may obtain free copies of the tender offer materials by contacting
the information agent for the tender offer that will be named in the Tender
Offer Statement.
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