Taylor Maritime Investments Limited (LON: TMI / TMIP) (“TMI”), an
internally managed investment company specializing in the
acquisition and chartering of vessels in the handysize and supramax
bulk carrier segments of the global shipping sector, and Grindrod
Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE: GSH) (“Grindrod
Shipping” or “Company”), a global provider of maritime
transportation services in the drybulk sector, today jointly
announced the expiration of the previously announced voluntary
conditional cash offer (the “Offer”) made by Good Falkirk (MI)
Limited (the “Offeror”), a wholly-owned subsidiary of TMI, for all
of the ordinary shares (other than Shares held by the Offeror and
Shares held in treasury) in the capital of Grindrod Shipping
(“Shares”) and the commencement of a subsequent offering period for
the remaining Shares. The Offer and withdrawal rights expired at
11:59 p.m., New York time, on November 28, 2022 (the “Expiration
Time”).
Computershare Trust Company, N.A., the
depositary for the Offer, has advised that, as at the Expiration
Time, a total of 8,966,040 Shares had been validly tendered and not
validly withdrawn pursuant to the Offer, which represent, when
added to the Shares owned by the Offeror and its affiliates
(including any Shares issued to the Offeror in exchange for its
payment of US $21.00 in respect of each Company Forfeitable Share),
approximately 73.78% of the outstanding Shares (including the
number of Shares that would result from the valid vesting and
settlement in full of the Company Forfeitable Shares) as at the
Expiration Time. Additionally, in accordance with the terms of the
transaction implementation agreement, dated as of October 11, 2022
and entered into among Grindrod Shipping, TMI and the Offeror,
Grindrod Shipping has instructed its transfer agents to pay and
distribute the special dividend, declared on October 28, 2022, of
US $5.00 per Share to each holder of Shares as of November 25,
2022. As a result, the minimum tender condition, the irrevocable
instruction condition and all other conditions to the consummation
of the Offer set forth in the offer to purchase have been
satisfied. Promptly after the expiration of the Offer, the Offeror
has therefore accepted for payment all validly tendered and not
validly withdrawn Shares in accordance with the Offer.
Immediately following the acceptance by the
Offeror of all validly tendered and not validly withdrawn Shares in
accordance with the Offer, the Offeror has provided for a
subsequent offering period, which, unless extended by the Offeror,
will expire at 11:59 p.m., New York time, on December 19, 2022.
During this subsequent offering period, holders of Shares who have
not previously validly tendered their Shares in the Offer may do so
and will promptly receive the same consideration of US $21.00 per
Share in cash, without interest thereon, offered in the initial
offering period. No withdrawal rights will apply in respect of any
Shares validly tendered during the subsequent offering period.
About TMI
TMI is an internally managed shipping company
listed on the Premium Segment of the Official List, its shares
trading on the Main Market of the London Stock Exchange since May
2021. TMI specializes in the acquisition and chartering of vessels
in the handysize and supramax bulk carrier segments of the global
shipping sector. TMI invests in a diversified portfolio of vessels
which are primarily second-hand and which, historically, have
demonstrated average yields in excess of TMI’s target dividend
yield of 8% p.a. (on the initial issue price). The current
portfolio numbers 27 vessels in the geared dry bulk segment
(handysize and supramax types) (including one ship held for sale).
The ships are employed utilizing a variety of employment/charter
strategies.
About Grindrod Shipping
Grindrod Shipping owns and operates a
diversified fleet of owned and long-term and short-term
chartered-in drybulk vessels. The drybulk business, which operates
under the brand “Island View Shipping” (“IVS”) includes a core
fleet of 15 handysize drybulk carriers and 16 supramax/ultramax
drybulk carriers. Grindrod Shipping is based in Singapore, with
offices in London, Durban, Tokyo and Rotterdam. Grindrod Shipping
is listed on NASDAQ under the ticker “GRIN” and on the JSE under
the ticker “GSH”.
Responsibility Statement
TMI
The board of directors of TMI (the “TMI Board”)
(including those who may have delegated detailed supervision of
this announcement) has taken all reasonable care to ensure that the
facts stated and all opinions expressed herein 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 or obtained from
Grindrod Shipping 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 herein.
Grindrod Shipping
The directors of Grindrod Shipping (including
those who may have delegated detailed supervision of this
announcement) have taken all reasonable care to ensure that the
facts stated and all opinions expressed herein 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 they jointly and severally accept
responsibility accordingly. Where any information has been
extracted or reproduced from published or otherwise publicly
available sources or obtained from TMI or the Offeror, the sole
responsibility of the directors has been to ensure, through
reasonable enquiries, that such information is accurately extracted
from such sources or, as the case may be, accurately reflected or
reproduced herein.
Forward-Looking Statements
This announcement contains or incorporates by
reference forward-looking statements regarding the Company’s
management’s, or TMI’s or the Offeror’s, as applicable, future
expectations, beliefs, intentions, goals, strategies, plans or
prospects. Forward-looking statements include but are not limited
to those using words such as “expect”, “anticipate”, “believe”,
“estimate”, “intend”, “project”, “plan”, “strategy”, “forecast” and
similar expressions or future or conditional verbs such as “if”,
“will”, “would”, “should”, “could”, “may” and “might”. These
statements reflect the Company’s, or TMI’s or the Offeror’s, as
applicable, 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. These forward-looking
statements are subject to risks and uncertainties including, among
other things, uncertainties as to whether and how many Company
shareholders will tender their Shares into the Offer and the
possibility that the transactions contemplated by the Transaction
Implementation Agreement are not consummated and significant
transaction costs. Accordingly, actual results may differ
materially from those described in such forward-looking statements.
Shareholders should not place undue reliance on such
forward-looking statements, and none of the Company, TMI or the
Offeror undertake any obligation to update publicly or revise any
forward-looking statements, subject to compliance with all
applicable laws and regulations and/or the rules of NASDAQ, JSE
and/or any other regulatory or supervisory body or agency. A
further description of risks and uncertainties relating to the
Company can be found in the Company’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2021 filed with the SEC on
March 25, 2022, and in the subsequent interim financial information
included in the Company Report on Form 6-K furnished to the SEC on
August 17, 2022, all of which are available for free at the SEC’s
website at www.sec.gov. Copies of these documents are also
available free of charge on the Company’s internet website at
grinshipping.com/investorrelations.
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 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).
Grindrod
Shipping Contact: |
Investor Relations /
Media Contact: |
Stephen Griffiths |
Nicolas Bornozis / Paul
Lampoutis |
Interim CEO and 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 |
TMI Contact: |
Investor Relations / Media Contact: |
Edward Buttery |
Ally Allfrey / George Morris
Seers |
CEO |
Montford Communications |
Taylor Maritime Investments
Limited |
Email: TMI@montford.london |
BSI House, 59 Markham
StreetLondon SW3 3NR |
|
Email: ir@tminvestments.com |
|
Website:
https://taylormaritimeinvestments.com |
|
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