REG - Taylor Maritime Taylor Maritime -TMI - Offer for Grindrod Shipping declared unconditional

Taylor MaritimeAnnouncement

29/11/2022 07:30

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RNS Number : 9057H  Taylor Maritime Investments Limited  29 November 2022

 THIS ANNOUNCEMENT DATED 29 NOVEMBER 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
 ANNOUNCEMENT OF OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND LEVEL OF
 ACCEPTANCES

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;
and

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

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

2        OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

TMI and the Offeror are pleased to announce that the Offer Conditions
(including the Minimum Condition) have been satisfied, and the Offer has
become unconditional in all respects.

3        TERMINATION OF WITHDRAWAL RIGHTS

Accordingly, as provided in the terms of the Offer to Purchase, the right of
holders of Shares to withdraw any Shares tendered in the Offer has been
terminated as at 11:59 p.m. (New York time) on Monday, 28 November 2022.

4        LEVEL OF ACCEPTANCES OF THE OFFER

4.1     Shares Tendered in the Offer. As at 11:59 p.m. (New York time) on
Monday, 28 November 2022 the total number of Shares:

(a)      validly tendered in the Offer and not validly withdrawn (as
advised to the Offeror by Computershare Trust Company, N.A., the Depositary
(the "Depositary")); and

(b)      owned, controlled or agreed to be acquired by the Offeror and
the Concert Parties (including 475,515 Shares to be issued to the Offeror in
exchange for its payment of US$21.00 in respect of each Company Forfeitable
Share),(1)

in aggregate amount to 14,366,578 Shares, representing 73.78 per cent. of the
maximum potential issued share capital of the Company.(2)

Note 1: Excluding the holdings of Shares of RMBMS (see Note 4 below).

Note 2: For the purpose of this Announcement, the "maximum potential issued
share capital of the Company" means the aggregate number of (x) all the Shares
in issue (other than Shares held by the Company in treasury) and (y) the
number Shares that would result from the valid vesting and settlement in full
of the Company Forfeitable Shares.  Based on the latest information available
to the Offeror by the Company, as of the close of business on 28 November
2022, there were (i) 18,996,493 Shares in issue (which excludes 313,531 Shares
held in treasury), and (ii) 475,515 outstanding awards of the Company
Forfeitable Shares, pursuant to which 475,515 Shares are issuable.

4.2     Following the expiration of the Offer, the Offeror accepted for
payment, and expects to promptly pay for, all Shares that were validly
tendered and not withdrawn prior to the expiration of the Offer according to
the terms and conditions of the Offer.

4.3     As at 11:59 p.m. (New York time) on Monday, 28 November 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 validly withdrawn, are as follows:

                                                                                  Number of Shares   Percentage of the total number of Shares(3)
 Shares held as at 29 August 2022, being the date of the possible offer
 announcement (the "Possible Offer Announcement Date"), by:
 (a)  the Offeror;                                                                4,925,023 Shares   25.93%
 (b)  parties acting in concert with the Offeror (the "Concert Parties")(4).      NIL(5)             NIL
 Shares acquired or agreed to be acquired between the Possible Offer
 Announcement Date and up to 11:59 p.m. (New York time) on Monday, 28 November
 2022 (other than Shares validly tendered in the Offer and Shares to be issued
 to the Offeror in respect of the Company Forfeitable Shares) by:
 (a)  the Offeror;                                                                NIL                NIL
 (b)  the Concert Parties.                                                        NIL(6)             NIL
 Shares validly tendered in the Offer and not validly withdrawn as at 11:59
 p.m. (New York time) on Monday, 28 November 2022 received from:
 (a)  Shareholders other than the Concert Parties;                                8,966,040 Shares   47.20%
 (b)  the Concert Parties.                                                        NIL(7)             NIL
 Total number of Shares owned, controlled or agreed to be acquired by the         13,891,063 Shares  73.12%
 Offeror (including Shares validly tendered in the Offer but excluding any
 Shares to be issued to the Offeror in exchange for its payment of US$21.00 in
 respect of each Company Forfeitable Share) as at 11:59 p.m. (New York time) on
 Monday, 28 November 2022.
 Total number of Shares owned, controlled or agreed to be acquired by the         13,891,063 Shares  73.12%
 Offeror and the Concert Parties (including Shares validly tendered in the
 Offer but excluding any Shares to be issued to the Offeror in exchange for its
 payment of US$21.00 in respect of each Company Forfeitable Share) as at 11:59
 p.m. (New York time) on Monday, 28 November 2022.

 

Note 3: Rounded to two (2) decimal places, and calculated based on a total of
18,996,493 Shares in issue (which excludes 313,531 Shares held in treasury and
475,515 Shares which are issuable pursuant to 475,515 outstanding awards of
the Company Forfeitable Shares) as at the date of this Announcement.

Note 4: RMB Morgan Stanley (Pty) Ltd ("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 21,346 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 5: Excluding the holdings of Shares of RMBMS.

Note 6: Excluding the purchases of Shares by RMBMS.

Note 7: No shares held by RMBMS were tendered in the Offer.

4.4     Issuance of Shares in respect of the Company Forfeitable Shares.
In accordance with the Implementation Agreement, at the Acceptance Time, the
Company's 2018 Forfeitable Share Plan was terminated and any portion of an
outstanding award that was (i) unvested, or (ii) vested, but remained
unsettled (each an "Outstanding FSA"), became fully vested at the Acceptance
Time by virtue of the Company's compensation committee resolving to accelerate
the vesting thereof. In respect of such Outstanding FSAs, based on the latest
information provided by the Company, as at 11:59 p.m. (New York time) on
Monday, 28 November 2022 the Company has obtained consent of the relevant
holders to the cancellation of awards representing an aggregate of 475,515
Shares which would have accrued on the Outstanding FSA so vested (representing
all of the Outstanding FSAs). Following payment by the Offeror to the Company
of US$21.00 in respect of each Company Forfeitable Share, the Company will
promptly issue to the Offeror an aggregate of 475,515 Shares.

5        CONDITIONS SATISFIED

5.1     Pursuant to the Offer to Purchase, notwithstanding any other term
of the Offer, the Offeror will not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not
validly withdrawn pursuant to the Offer, in the event that at or immediately
prior to the Expiration Time:

(a)      Offeror has not received, by the close of the Offer, Shares
validly tendered and not validly withdrawn of such number which, together with
Shares acquired before (or, with the approval of the Company, during) the
Offer (and including any Shares issued to the Offeror in exchange for the
Offeror's payment of the Offer Price of US$21.00 in respect of the Company
Forfeitable Shares) will result in the Offeror and persons acting in concert
with it holding more than 50% of the voting rights attributable to the
aggregate of (x) all the Shares in issue (other than Shares held by the
Company in treasury) and (y) the number of Shares that would result from the
valid vesting and settlement in full of the Company Forfeitable Shares (the
"Minimum Tender Condition");

(b)      any of the following shall have occurred since the date of the
Implementation Agreement and continue to exist: (i) the Company Board shall
not have declared the Special Dividend of US$5.00 per Share and fixed as the
record date therefor a date on or prior to the date on which the Expiration
Time occurs, (ii) the Company shall not have remitted sufficient funds to the
applicable transfer agents for payment in full of the Special Dividend, or
(iii) the Company shall not have irrevocably instructed the applicable
transfer agents to pay and distribute the funds for the Special Dividend to
the holders of record of outstanding Shares as of the Dividend Record Date as
soon as possible after the Expiration Time (the "Irrevocable Instruction
Condition"); and

(c)      other conditions set out under "THE OFFER - Section 11.
Conditions of the Offer" in the Offer to Purchase.

5.2     The conditions referred to in paragraph 5.1 of this Announcement
have been fulfilled as:

(a)      the Offeror has received an aggregate of 8,966,040 Shares
validly tendered and not validly withdrawn which, together with Shares
acquired before (or, with the approval of the Company, during) the Offer (and
including any Shares to be issued to the Offeror in exchange for the Offeror's
payment of the Offer Price of US$21.00 in respect of the Company Forfeitable
Shares) results in the Offeror and persons acting in concert with it holding
an aggregate of 14,366,578 Shares, representing 73.78 per cent. of the maximum
potential issued share capital of the Company;

(b)      all of the following have occurred since the date of the
Implementation Agreement and continue to exist: (i) the Company Board has
declared the Special Dividend of US$5.00 per Share and fixed as the record
date therefor a date on or prior to the date on which the Expiration Time
occurs, (ii) the Company has remitted sufficient funds to the applicable
transfer agents for payment in full of the Special Dividend, and (iii) the
Company has irrevocably instructed the applicable transfer agents to pay and
distribute the funds for the Special Dividend to the holders of record of
outstanding Shares as of the Dividend Record Date as soon as possible after
the Expiration Time; and

(c)      the other conditions set out under "THE OFFER - Section 11.
Conditions of the Offer" in the Offer to Purchase have been satisfied.

5.3     Accordingly, as all the conditions of the Offer have been
fulfilled, the Offer is hereby declared to be unconditional in all respects.

6        SUBSEQUENT OFFERING PERIOD

6.1     Pursuant to the Implementation Agreement, Rule 14d-11 under the
Exchange Act, the SEC No-Action Relief, the Singapore Code and the SIC
Rulings, the Offeror has commenced a subsequent offering period to acquire all
of the remaining untendered Shares to permit holders of Shares who have not
yet tendered their Shares the opportunity to do so. The subsequent offering
period will expire at 11:59 p.m. (New York time) on Monday, 19 December 2022,
unless extended. Any such extension will be followed promptly by a public
announcement, which will be issued no later than 9:00 a.m., New York City
time, on the next business day after the subsequent offering period was
scheduled to expire.

6.2     During this subsequent offering period, holders of Shares who did
not previously tender their Shares into the Offer will receive the Offer Price
of US$21 per Share, payable to the holder thereof in cash, without interest
thereon but subject to any tax withholding.  During the subsequent offering
period, the Offeror will immediately accept for payment and promptly pay for
properly tendered Shares as such Shares are tendered.

6.3     Holders of Shares may validly tender their Shares during the
subsequent offering period in the same manner and subject to the same
conditions that would have applied to tenders of Shares prior to the initial
Expiration Time of the Offer, but withdrawals may not be made during the
subsequent offering period. In addition, Shares previously tendered into the
Offer and accepted for payment may not be withdrawn during the subsequent
offering period. TMI and the Offeror reserve the right to extend the
subsequent offering period in accordance with Rule 14d-11 under the Exchange
Act. For more information about the subsequent offering period, see "THE OFFER
- Section 1. Terms of the Offer" in the Offer to Purchase.

7        TENDER PROCEDURES

7.1     Record holders of Shares (i.e., a share certificate representing
Shares has been issued to you or you hold Shares directly in your name) who
wish to tender the Shares but have not done so should:

(a)      complete and sign the Letter of Transmittal in accordance with
its instructions and deliver it, with any required signature guarantees and
the documents required by the Letter of Transmittal, to the Depositary at one
of the addresses set forth on the back cover page of the Offer to Purchase; or

(b)      follow the procedures for book-entry transfer set forth in "THE
OFFER - Section 3. Tender Procedures" of the Offer to Purchase.

7.2     These materials must reach the Depositary not later than 11:59
p.m. (New York time) on Monday, 19 December 2022 or such later date(s) as may
be announced from time to time by or on behalf of the Offeror.

7.3     Holders of Shares through a broker, dealer, trust company,
Depository Trust Company Participant ("DTCP"), Central Securities Depository
Participant ("CSDP"), bank or other nominee who wish to tender their Shares
but have not done so should contact such broker, dealer, trust company, DTCP,
CSDP, bank or other nominee and give instructions for the Shares to be
tendered. Please note that the relevant intermediary may set an earlier
deadline for communication by Company shareholders in order to permit such
intermediary to communicate acceptances to the Depositary in a timely manner.
Accordingly, such holders should contact the relevant intermediary to obtain
information about the deadline by which Shares must be tendered into the Offer
and comply with the dates communicated by such intermediary.

8        SETTLEMENT

8.1     Holders of Shares who have validly tendered their Shares into the
Offer on or before 11:59 p.m. (New York time) on Monday, 28 November 2022,
will be paid the Offer Price of US$21.00 per Share (less applicable tax
withholding) within three (3) Business Days (in respect of Shares held on
NASDAQ) or three (3) South African Business Days (in respect of Shares held on
the JSE) after the date of this Announcement.

8.2     Holders of Shares who have validly tendered their Shares into the
Offer on or after the date of this Announcement (but before 11:59 p.m. (New
York time) on Monday, 19 December 2022 or such later date(s) as may be
announced from time to time by or on behalf of the Offeror) will be paid the
Offer Price of US$21.00 per Share (less applicable tax withholding) within
three (3) Business Days thereof (in respect of Shares held on NASDAQ) or six
(6) South African Business Days thereof (in respect of Shares held on the
JSE).

8.3     The Company will pay the Special Dividend of US$5.00 per Share on
or around the sixth (6th) South African Business Days after the record date
for the Special Dividend. The Company, not the Offeror, is responsible for the
payment of the Special Dividend. Shareholders registered on the South African
branch register are advised that the Special Dividend of US$5.00 per Share
will be converted to Rands at a USD/Rand exchange rate of 17.27510. This will
equate to a gross Special Dividend of ZAR 86.37550 per Share.

9        RESPONSIBILITY STATEMENT

9.1     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.

9.2     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.

 

29 November 2022

 BY ORDER OF THE BOARD          BY ORDER OF THE BOARD
 GOOD FALKIRK (MI) LIMITED      TAYLOR MARITIME INVESTMENTS LIMITED

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law
(as defined in the European Union (Withdrawal) Act 2018).

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.

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; inability to complete any
transaction that is agreed to by TMI, the Offeror and the Company (including
by reason of the failure to obtain necessary regulatory approvals) in the
anticipated timeframe or at all; 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 is 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. 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, 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. In addition, holders of Shares may
obtain free copies of the offer materials by contacting the information agent
for the offer, Georgeson LLC, at 1290 Avenue of the Americas, 9(th) Floor New
York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

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