TIDMTMIP TIDMTMI
RNS Number : 6004N
Taylor Maritime Investments Limited
26 September 2023
26 September 2023
Taylor Maritime Investments Limited (the "Company" or "TMI")
Acquisition by Grindrod of TMI's commercial and technical
managers
Integration and alignment of management for TMI and Grindrod
fleets expected to unlock further synergies
The Company today announces that its subsidiary undertakings
Grindrod Shipping Holdings Ltd. (Grindrod) and Grindrod Shipping
Pte. Ltd. have agreed to acquire the entire issued share capital of
each of Taylor Maritime Management Limited (TMML) from Taylor
Maritime Group Limited and Tamar Ship Management Limited (Tamar)
from Taylor Maritime Group Limited and Temeraire Holding (MI)
Limited (together the Sellers) (the Transaction).
TMML and Tamar are respectively the commercial and technical
managers of the majority of the vessels in the Company's portfolio
(excluding those of the Grindrod group). Such services are provided
under the terms of the Framework Agreement (as described in the
Company's IPO prospectus).
A key aspect of TMI's investment in Grindrod was the potential
to obtain the benefit of an increased commercial footprint and the
economies of scale achievable in the management of a larger fleet
of complementary vessels. The acquisition of the commercial and
technical managers by Grindrod brings the management of both
companies' fleets together under one entity and, as a result, such
benefits of scale should be more fully realisable. The fleet
management strategies will be aligned and fleet resources pooled
with a view to creating potential synergies across three key areas:
technical management, commercial management and vessel
accounting.
Under the terms of the Transaction, Grindrod Shipping Pte. Ltd.
has agreed to acquire all of the shares of TMML and Tamar for a
total consideration of approximately US$11.75 million via (i) a
completion cash amount of US$2.0 million (subject to usual working
capital and indebtedness adjustments), (ii) an allotment and
issuance of completion consideration shares of approximately
US$1.95 million, (iii) an issuance of consideration shares at the
first anniversary of the completion date of up to approximately
US$3.9 million (subject to certain earn-out related conditions),
and (iv) an issuance of consideration shares at the second
anniversary of the completion date of up to approximately US$3.9
million (subject to certain earn-out conditions). The aggregate
maximum value of the consideration for the Transaction will not
exceed US$13.5 million. Grindrod intends to finance the Transaction
with a combination of cash on hand and allotment of new Grindrod
ordinary shares over the two years from completion. The number of
consideration shares issuable is calculated based on the volume
weighted average price on both NASDAQ and the Johannesburg Stock
Exchange, plus 7.5 percent premium over a three month period prior
to the date of entry of the Transaction agreements. At the
discretion of the buyer, in lieu of new share issuances, there is
an option for any portion of the first year and second year
consideration amounts to be paid in cash, at an increase of 1.10
times and 1.20 times, respectively.
TMI Chairman, Henry Strutt commented: "The TMI Board is
supportive of unified management for both the TMI and Grindrod
fleets. It makes a lot of sense strategically, operationally, and
financially and was an important consideration in making the
Grindrod investment."
The provision of commercial ship management services and
technical management services to members of the Company's group in
respect of the Company's fleet of vessels as currently provided by
TMML and Tamar respectively will continue following the Transaction
without interruption.
The Sellers are both related parties of the Company for the
purposes of Chapter 11 of the Listing Rules. Pursuant to Listing
Rule 11.1.10R, the Transaction constitutes a smaller related party
transaction.
ENDS
For further information, please contact:Taylor Maritime Investments IR@tminvestments.com
Limited
Edward Buttery
Camilla Pierrepont
Jefferies International Limited
Stuart Klein
Gaudi Le Roux +44 20 7029 8000
Sanne Fund Services (Guernsey)
Limited
Matt Falla +44 1481 737600
Notes to Editors
About the Company
Taylor Maritime Investments Limited is an internally managed
investment 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 Supra/Ultramax bulk
carrier segments of the global shipping sector. The Company invests
in a diversified portfolio of vessels which are primarily
second-hand. TMI's fleet portfolio currently numbers 21 vessels in
the geared dry bulk segment. The ships are employed utilising a
variety of employment/charter strategies.
On 20 December 2022, the Company announced it acquired a
controlling majority interest in Grindrod Shipping Holdings Ltd
("Grindrod") (NASDAQ:GRIN, JSE:GSH), a Singapore incorporated, dual
listed company on NASDAQ and the Johannesburg Stock Exchange.
Grindrod currently owns 20 geared dry bulk vessels complementary to
the Company's fleet excluding vessels held for sale. They are
mostly Japanese built, including 13 Handysize vessels and 7
Supra/Ultramax vessels. Grindrod has seven vessels in its chartered
in fleet with purchase options on three (excluding vessels held for
sale).
The combined TMI and Grindrod fleet numbers 48 vessels
(including chartered in vessels but excluding vessels held for
sale).
The Company's target dividend policy is 8 cents p.a. paid on a
quarterly basis, with a targeted total NAV return of 10-12% per
annum over the medium to long-term.
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 and Supra/Ultramax market segments are 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.
IMPORTANT NOTICE
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements are subject to risks, uncertainties and assumptions
about the Company, including, among other things, the development
of its business, trends in its operating industry, and future
capital expenditures and acquisitions. In light of these risks,
uncertainties and assumptions, the events in the forward-looking
statements may not occur.
References to target dividend yields and returns are targets
only and not profit forecasts and there can be no assurance that
these will be achieved.
LEI: 213800FELXGYTYJBBG50
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END
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