TIDMTMIP TIDMTMI
RNS Number : 4681X
Taylor Maritime Investments Limited
30 August 2022
30 August 2022
Taylor Maritime Investments Limited
Possible Offer Announcement
Proposal to Acquire Grindrod Shipping Holdings Ltd.
Taylor Maritime Investments Limited (the "Company" or "TMI")
announces that on 25 August 2022 it submitted a non-binding
indicative offer proposal (the "Proposal") to the board of
directors of Grindrod Shipping Holdings Ltd. ("Grindrod"), to
acquire all of the issued ordinary shares (excluding treasury
shares) (the "Shares") in the capital of Grindrod ( other than the
26% holding already owned by TMI and its subsidiaries) in
accordance with Rule 15 of The Singapore Code on Take-overs and
Mergers (the "Code") and subject to Regulations 14D and 14E under
the Securities Exchange Act of 1934, as amended (the "SEC Tender
Offer Rules") (the "Proposed Transaction").
The Proposed Transaction is expected to be effected by way of a
takeover offer for cash, structured as a voluntary general offer
governed by the Code and subject to the SEC Tender Offer Rules, for
an aggregate value of US$26.00 per share , consisting of a cash
purchase price of US$21.00 per share to be paid by TMI for each
share tendered in conjunction with a special cash dividend from
Grindrod of US$5.00 per share to its existing shareholders,
resulting in each non-TMI Grindrod shareholder receiving US$26.00
in value per share for each share tendered.
TMI intends that the Proposed Transaction will be financed by a
combination of some or all of the following: existing cash, debt
and the special dividend from Grindrod referred to above.
Whether TMI ultimately proceeds with the Proposed Transaction is
subject to certain pre-conditions being satisfied or, subject to
applicable law and regulation, waived, including the satisfactory
completion of confirmatory due diligence and finalisation of a
mutually acceptable definitive legally binding agreement with
Grindrod to effect the Proposed Transaction. The Proposed
Transaction may also be subject to further conditions customary for
a transaction of this nature, including conditions as to the level
of acceptances and any required merger control clearances, as well
as the necessary regulatory approvals in all relevant
jurisdictions. In addition, the Proposed Transaction will be
subject to the passing of certain resolutions by TMI shareholders
as required by the listing rules of the UK Financial Conduct
Authority. Accordingly, there can be no certainty that the Proposed
Transaction will be implemented.
The Proposed Transaction represents an exciting opportunity to
combine Grindrod's operations with TMI to create a significant
owner of Handysize up to Ultramax dry cargo ships. The
complementary nature of the companies' fleets and enhanced
operational scale in the geared dry-bulk sector will create
meaningful additional value for shareholders and customers that
both companies serve.
TMI currently holds 4,925,023 Shares of Grindrod (representing
approximately 26% of the 18,996,493 ([1]) outstanding Shares)
through Good Falkirk (MI) Limited, a Marshall Islands company and
wholly-owned subsidiary of TMI.
Evercore and Rand Merchant Bank, a division of FirstRand Bank
Limited, have been appointed as financial advisers to TMI in
respect of the Proposed Transaction.
Promptly after TMI's delivery of the Proposal to the Board, TMI
filed an amendment to its Schedule 13D disclosure under the United
States Securities Exchange Act of 1934, which was previously filed
with the United States Securities and Exchange Commission on 20
December 2021 (as amended and supplemented, "Schedule 13D"). The
Proposal has been filed as an exhibit to the amendment to Schedule
13D.
TMI has not yet entered into a definitive legally binding
agreement with Grindrod to effect the Proposed Transaction. There
can be no certainty or assurance that TMI's discussions with
Grindrod will progress beyond the current stage, or that any
transaction will materialise as a result of such discussions. This
announcement does not represent or amount to an announcement of a
firm intention to make an offer under the Code or a commencement of
a tender offer under the SEC Tender Offer Rules, and there can be
no certainty that the Proposed Transaction or any other transaction
will ultimately materialise.
TMI will make further announcements in compliance with the
requirements of the Code and the SEC Tender Offer Rules in respect
of any material developments with regard to the Proposed
Transaction.
In the meantime, shareholders of Grindrod should exercise
caution when dealing in the Shares. They should consult their
stockbrokers, bank managers, solicitors or other professional
advisers if they have any doubt about the actions they should
take.
For further information, please contact:
Taylor Maritime Investments Limited IR@tminvestments.com
Edward Buttery
Camilla Pierrepont
Evercore (Joint Financial Adviser)
Mark Whatley
Mark Friedman +1 (212) 857 3100
Rand Merchant Bank (Joint Financial Adviser)
Ferdi Vorster +27 11 282 8000
Jefferies International Limited (Corporate Broker)
Stuart Klein
Gaudi Le Roux +44 20 7029 8000
Montfort Communications TMI@montfort.london
Ally Allfrey
George Morris Seers
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).
Important Information
The potential tender offer by TMI and/or a subsidiary or
affiliate thereof referred to in this announcement has not been
agreed to by TMI or Grindrod and, as such, 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 Grindrod or any
other securities, nor is it a substitute for the Tender Offer
Statement on Schedule TO that TMI and/or a subsidiary or affiliate
thereof will file, and the Solicitation/Recommendation Statement on
Schedule 14D-9 that Grindrod will file, with the U.S. Securities
and Exchange Commission (the "SEC") , in the event that a
definitive agreement providing for a tender offer is entered into
between TMI and Grindrod and the tender offer is commenced . Any
solicitation and offer to buy Shares of Grindrod will only be made
pursuant to an offer to purchase and related tender offer
materials. At the time the tender offer is commenced, TMI 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 Grindrod 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 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 Grindrod will be available free of
charge on Grindrod'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.
Forward looking statements
This announcement contains forward-looking statements related to
a non-binding indicative proposal by TMI to acquire the entire
issued and to be issued share capital of Grindrod not already owned
by TMI, or a subsidiary or affiliate thereof, that involves
substantial risks and uncertainties that could cause any actual
outcome to differ materially from those expressed or implied by
such statements.
These forward-looking statements are subject to risks and
uncertainties including, among other things, risks related to the
ability of TMI and Grindrod to enter into a definitive agreement
for a transaction, satisfaction or waiver of the conditions to
closing of any transaction that is agreed to by TMI and Grindrod
(including by reason of the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, including
uncertainties as to whether and how many Grindrod shareholders will
tender their shares into any offer and the possibility that any
agreed transaction does not close.
Notes to Editors
About Grindrod Shipping Holdings Limited
Grindrod is a Singapore incorporated, dry bulk owner operator
that is dual listed on NASDAQ and the Johannesburg Stock Exchange.
Grindrod focuses on smaller, geared vessel categories similar to
those of TMI's fleet.
Grindrod owns 25 vessels which are mostly Japanese built,
including 15 Handysize vessels (11 Japanese built) and 10 Supramax
and Ultramax vessels (all Japanese built), with an average age of
eight years. Grindrod also has six vessels in its chartered in
fleet with purchase options on four.
Grindrod has a longstanding history in shipping having been
founded in South Africa in 1910. Since Grindrod's public listing in
2018 it has streamlined its asset ownership structure and
concentrated on dry bulk.
About the Company
Taylor Maritime Investments Limited 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. The Company specializes in the acquisition
and chartering of vessels in the Handysize and Supramax bulk
carrier segments of the global shipping sector. The Company invests
in a diversified portfolio of vessels which are primarily
second-hand and which, historically, have demonstrated average
yields in excess of the Company'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). The ships are employed utilising a variety of
employment/charter strategies.
The Company announced an increased interim dividend of 2 cents
per Ordinary Share paid on a quarterly basis on 28 July 2022, with
a targeted total NAV return of 10-12% per annum over the medium to
long-term. The Board approved a special dividend of 3.22 cents per
share in respect of the period to 31 March 2022 paid on 6 May 2022,
which brought total dividends declared for the period from IPO to
31 March 2022 to 8.47 US cents per share, representing a dividend
yield on the IPO price of approximately 10% on an annualised
basis.
The Company has the benefit of an experienced Executive Team led
by Edward Buttery and who previously worked closely together at the
Commercial Manager, Taylor Maritime. Established in 2014, Taylor
Maritime is a privately owned ship-owning and management business
with a seasoned team that includes the founders of dry bulk
shipping company Pacific Basin Shipping (listed in Hong Kong
2343.HK) and gas shipping company BW Epic Kosan (formerly Epic
Shipping) (listed in Oslo BWEK:NO). Taylor Maritime's team of
industry professionals are based in Hong Kong, Singapore and
London.
For more information, please visit
www.taylormaritimeinvestments.com .
About Geared Vessels
Geared vessels are characterised by their own loading equipment.
The Handysize market segment is particularly attractive, given the
flexibility, versatility and port accessibility of these vessels
which carry necessity goods - principally food and products related
to infrastructure building - ensuring broad diversification of
fleet activity and stability of earnings through the cycle.
[1] Based on the number of ordinary shares outstanding as of 17
August 2022 as reflected in the Form 6-K filed by Grindrod with the
U.S. Securities and Exchange Commission.
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END
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