Taylor Maritime Investments Limited and Grindrod Shipping Holdings Ltd. Jointly Announce Expiration and Results of the Offer and Commencement of Subsequent Offering Period
Taylor Maritime Investments Limited, 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has advised that, as at the Expiration Time, a total of 8,966,040 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which represent, when added to the Shares owned by the Offeror and its affiliates (including any Shares issued to the Offeror in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after the expiration of the Offer, the Offeror has therefore accepted for payment all validly tendered and not validly withdrawn Shares in accordance with the Offer.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.
Source: Taylor Maritime Investments Limited