REG - Taylor Maritime Taylor Maritime -TMI - Closure of Grindrod offer

Taylor MaritimeAnnouncement

20/12/2022 08:00

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RNS Number : 3078K  Taylor Maritime Investments Limited  20 December 2022

 THIS ANNOUNCEMENT DATED 20 DECEMBER 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 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
 ANNOUNCEMENT OF THE FINAL LEVEL OF ACCEPTANCES AND CLOSURE OF THE OFFER

1        INTRODUCTION

1.1     Taylor Maritime Investments Limited ("TMI") and Good Falkirk (MI)
Limited ("Good Falkirk" or the "Offeror") refer to:

(a)      the offer announcement dated 12 October 2022 (the "Offer
Announcement") in relation to the voluntary conditional cash offer (the
"Offer") by the Offeror for all of the issued ordinary shares (the "Shares")
in the capital of Grindrod Shipping Holdings Ltd. ("Grindrod" or the
"Company"), other than Shares held by the Offeror and Shares held in
treasury;

(b)      the Offer to Purchase dated 28 October 2022 containing the terms
and conditions of the Offer (the "Offer to Purchase"); and

(c)      the announcement made by TMI and the Offeror dated 29 November
2022 in relation to, inter alia, the Offer being declared unconditional in all
respects.

1.2     Capitalised terms which are not otherwise defined herein, shall
have the meanings ascribed to them in the Offer to Purchase.

2        FINAL LEVEL OF ACCEPTANCES AND AGGREGATE HOLDINGS

2.1     As at 11:59 p.m. (New York time) on 19 December 2022, the total
number of Shares (i) held before the Offer period, (ii) acquired or agreed to
be acquired during the Offer period, and (iii) validly tendered in the Offer
and not subsequently validly withdrawn, are as follows:

                                                                              Number of Shares      Percentage of the total number of Shares(1)
 Shares held as at 29 August 2022, being the date of the possible offer       4,925,023 Shares      25.29%
 announcement (the "Possible Offer Announcement Date"), by the Offeror and
 parties acting in concert with the Offeror (the "Concert Parties")(2):
 Shares acquired or agreed to be acquired between the Possible Offer          475,515(3)            2.44%
 Announcement Date and up to 11:59 p.m. (New York time) on 19 December 2022
 (other than Shares validly tendered in the Offer) by the Offeror and the
 Concert Parties:
 Shares validly tendered in the Offer and not validly withdrawn as at 11:59   10,805,827 Shares(4)  55.49%
 p.m. (New York time) on 19 December 2022:
 Total number of Shares owned, controlled or agreed to be acquired by the     16,206,365 Shares(5)  83.23%
 Offeror and the Concert Parties (including Shares validly tendered in the
 Offer) as at 11:59 p.m. (New York time) on 19 December 2022:

 

Note 1: Rounded to two (2) decimal places, and calculated based on a total of
19,472,008 Shares in issue (which excludes 313,531 Shares held in treasury) as
at the date of this Announcement.

Note 2: Excluding the holdings of Shares of RMB Morgan Stanley (Pty) Ltd
("RMBMS"). RMBMS is a related corporation of Rand Merchant Bank ("RMB") a
division of FirstRand Bank Limited, which is an adviser to the Offeror, and is
therefore a party presumed to be acting in concert with the Offeror. As at the
Possible Offer Announcement Date, RMBMS held 11,674 Shares. During the Offer
period (and up to the date hereof), RMBMS had purchased 10,217 Shares, and
sold 21,366 Shares. Such dealings by RMBMS are all transactions resulting from
unsolicited client trades, and are neither solicited nor executed by RMB.
RMBMS had entered into the relevant dealings in order to hedge requests from
clients who wished to enter into derivative transactions in relation to the
Shares, and to unwind such hedged positions. The SIC has ruled that such
purchases of Shares by RMBMS will be disregarded for the purposes of Rule 15.2
of the Singapore Code, and that such disposals of Shares by RMBMS will be
disregarded for the purposes of Rule 11.2 of the Singapore Code.

Note 3: Being 475,515 Shares issued by the Company to the Offeror upon payment
of the Aggregate FSA Payment as contemplated in the Offer to Purchase.
Excluding the Shares acquired by RMBMS as detailed in Note 2 above.

Note 4: No Shares held by RMBMS were tendered in the Offer.

Note 5: Excluding the holdings of Shares of RMBMS and Shares acquired by RMBMS
as detailed in Note 2 above.

3        CLOSURE OF THE OFFER

3.1     TMI and Good Falkirk wish to announce that the subsequent offering
period expired and the Offer was closed for further tenders at 11.59 p.m. (New
York time) on 19 December 2022 (the "Final Closing Date").

3.2     Accordingly, the Offer is no longer open and any tenders received
after 11.59 p.m. (New York time) on the Final Closing Date will be rejected.

4        LISTING STATUS

4.1     Shareholders should note that the Offeror may seek to delist from
NASDAQ and terminate the registration of the Shares with the SEC and/or to
delist from the Main Board of the JSE even though the Compulsory Acquisition
Threshold has not been met, subject to satisfying applicable legal and
regulatory requirements (including any requirements imposed by NASDAQ, the
SEC, the JSE and/or the South African Reserve Bank) at the relevant time.
Shareholders should also note that, even though the Compulsory Acquisition
Threshold has not been met, the Shares may no longer meet the listing
requirements of NASDAQ and/or the Main Board of the JSE and may be delisted
from NASDAQ or the Main Board of the JSE at the discretion of those exchanges
and their relevant regulatory authorities.

4.2     Delisting of the Shares from NASDAQ and terminating the
registration of the Shares with the SEC 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. Shareholders are advised to seek their own
independent advice on this point.

5        RESPONSIBILITY STATEMENT

5.1     Offeror Board. 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.

5.2     TMI Board. 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
misleading, 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.

20 December 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
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.

These forward-looking statements are subject to a number of factors,
assumptions, risks and uncertainties including, among other things, the
occurrence of any event, change or other circumstance that could give rise to
termination of the Implementation Agreement; general economic conditions and
conditions affecting the industries in which TMI, Offeror and the Company
operate; and uncertainties as to the Company's performance and maintenance of
important business relationships.

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 was only
being made pursuant to the Offer to Purchase and related tender offer
materials. The Tender Offer Statement, including the offer to purchase, the
related letter of transmittal 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. The offer to
purchase, the related letter of transmittal 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 all
documents filed with the SEC by TMI and/or the Offeror with regards to the
Offer are available free of charge on TMI's website at
www.taylormaritimeinvestments.com/investor-centre/shareholder-information/.
Copies of the Offer to Purchase and the documents filed with the SEC by the
Company are available free of charge on the Company's website at
www.grinshipping.com/investorrelations.

 

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