REG - Taylor Maritime Taylor Maritime -TMI - Publication of Offer Documentation

Taylor MaritimeAnnouncement

31/10/2022 07:00

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RNS Number : 5718E  Taylor Maritime Investments Limited  31 October 2022

 THIS ANNOUNCEMENT DATED 31 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
 OFFER DOCUMENTATION PUBLISHED

On 12 October 2022, the boards of Taylor Maritime Investments Limited ("TMI"),
Good Falkirk (MI) Limited ("Good Falkirk" or the "Offeror") and Grindrod
Shipping Holdings Ltd. ("Grindrod" or the "Company") announced that they had
entered into a transaction implementation agreement (the "Implementation
Agreement"), dated as of 11 October 2022, among TMI, Good Falkirk and
Grindrod, providing for a voluntary conditional cash offer (the "Offer") to be
made by the Offeror for all of the issued ordinary shares (the "Shares") in
the capital of 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").

Capitalised terms which are not otherwise defined herein shall have the
meanings ascribed to them in the Offer to Purchase (as defined below).

Publication of the Offer Documentation

TMI, Good Falkirk and Grindrod are pleased to announce that the offer to
purchase containing the full terms and conditions of the Offer (the "Offer to
Purchase"), together with the accompanying letter of transmittal to tender
Shares (the "Letter of Transmittal") and other related documents, were
published on 28 October 2022, and are being mailed to record holders of Shares
whose names appear on Grindrod's shareholder list. The offer documents will be
furnished, for subsequent transmittal to beneficial owners of Shares, to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing.

TMI and Good Falkirk have filed a Tender Offer Statement on Schedule TO with
the SEC that includes the Offer to Purchase, Letter of Transmittal and other
related materials. Additionally, Grindrod has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in
detail, inter alia, the recommendation of Grindrod's board of directors that
Grindrod shareholders tender their Shares in the tender offer. The Offer to
Purchase, the accompanying Letter of Transmittal and the
Solicitation/Recommendation Statement and other filings related to the Offer
will be made available free of charge at the SEC's website at www.sec.gov.
Copies of all documents filed with the SEC by TMI and/or the Offeror with
regard to the Offer will also be available free of charge on TMI's website at
www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. In
addition, copies of Solicitation/Recommendation Statement on Schedule 14D-9,
the Offer to Purchase and other related documents filed with the SEC by
Grindrod will be available free of charge on Grindrod's website at
www.grinshipping.com/investorrelations.

In addition, Georgeson LLC is acting as Information Agent for the Offer and
Computershare Trust Company, N.A. is acting as Depositary in the Offer.
Requests for documents and questions regarding the Offer may be directed to
Georgeson LLC, at 1290 Avenue of the Americas, 9(th) Floor New York, NY 10104
and by telephone at (866) 695-6078 (toll-free).

Action required

The initial offer period ends at the expiration time of 11:59 p.m. (New York
time) on 28 November 2022, or such other time and date to which the Offer is
extended. Any extension of the Offer will be followed by public announcement
thereof as promptly as practicable and by no later than 9:00 a.m. (New York
time) on the next business day after the previously scheduled expiration time.

As further detailed in the Offer to Purchase, in order for Shares to be
validly tendered into the Offer, the Letter of Transmittal, properly completed
and duly executed, together with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message in lieu of the Letter of
Transmittal) and any other documents required by the Letter of Transmittal
must be received by the Depositary at one of its addresses set forth on the
back cover of the Offer to Purchase and either (A) the share certificates
evidencing tendered Shares must be received by the Depositary at such address
(unless such Shares are currently held by the registered holder thereof in
uncertificated form, in which case the deliveries set forth in this clause (A)
will not be required) or (B) the Shares must be tendered pursuant to the
procedure for book-entry transfer described in the Offer to Purchase and a
Book-Entry Confirmation must be received by the Depositary, in each case prior
to the Expiration Time.

Grindrod shareholders who hold Shares registered in the name of a broker,
dealer, trust company, Depository Trust Company Participant ("DTCP"), Central
Securities Depository Participant ("CSDP"), bank, or other nominee, should
contact their broker, dealer, trust company, DTCP, CSDP, bank or other nominee
and give instructions for their Shares to be tendered.  Please note the
relevant intermediary may set an earlier deadline for communication by
shareholders in order to permit such intermediary to communicate acceptances
to the Depositary in a timely manner. Accordingly, Grindrod shareholders who
hold Shares through a broker, dealer, trust company, DTCP, CSDP, bank or other
nominee, 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. Such dates may differ from the
dates and times noted in this announcement.

 

31 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.

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
October 28, 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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