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 the “Company”), a global provider of maritime
transportation services in the drybulk sector, today jointly
announced the expiration of the subsequent offering period (the
“Subsequent Offering Period”) of the 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”).
The Subsequent Offering Period expired at 11:59 p.m., New York
time, on December 19, 2022.
Computershare Trust Company, N.A., the
depositary for the Offer, has advised that, as at 11:59 p.m., New
York time, on December 19, 2022, a total of 1,839,787 Shares had
been validly tendered pursuant to the Offer during the Subsequent
Offering Period, representing approximately 9.45% of the
outstanding Shares (including the number of Shares resulting from
the valid vesting and settlement in full of the Company Forfeitable
Shares). All Shares that were validly tendered during the
Subsequent Offering Period, on the terms and subject to the
conditions and restrictions of the Offer, have been accepted for
payment. As at 11:59 p.m., New York time, on December 19, 2022, a
total of 16,206,365 Shares are held by the Offeror and its
affiliates or have been validly tendered to the Offeror (including
the Shares that have been validly tendered during the Subsequent
Offering Period), representing 83.23% of the outstanding Shares
(including the number of Shares resulting from the valid vesting
and settlement in full of the Company Forfeitable Shares).
At the appropriate time and in accordance with
the applicable laws and regulations, the Offeror may cause the
Company to delist the Shares from the Nasdaq Global Select Market
and the Main Board of the Johannesburg Stock Exchange and terminate
the Company’s reporting obligations under the U.S. Securities
Exchange Act of 1934, as amended. Delisting and deregistration of
the Shares would likely significantly reduce the liquidity and
marketability of any Shares that have not been tendered pursuant to
the Offer.
About TMI
TMI 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. 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 26 vessels in the geared dry bulk segment
(handysize and supramax types). 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 the timing and ability of the
Company to delist and suspend its reporting obligations and the
impact thereof on the market for the Shares. 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 and November 16, 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 was 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. 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.
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 |
Montfort Communications |
Taylor Maritime Investments
Limited |
Email: TMI@montfort.london |
BSI House, 59 Markham
StreetLondon SW3 3NR |
|
Email: ir@tminvestments.com |
|
Website:
https://taylormaritimeinvestments.com |
|
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