Taylor Maritime Investments Limited Announcement of possible offer Proposed acquisition of Grindrod Shipping Holdings Ltd.

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Taylor Maritime Investments Limited (the “Company” or “TMI”) announces that on 25 August 2022 it has submitted a non-binding indicative offer proposal (the “Proposal”) to the board of directors of Grindrod Shipping Holdings Ltd. (“Grindrod”), to acquire all issued ordinary shares (excluding treasury shares) (the “Shares”) in the capital of Grindrod (other than the 26% interest already held by TMI and its subsidiaries) in accordance to Rule 15 of the Singapore Code on Takeovers and Mergers (the “Code”) and subject to Regulations 14D and 14E under the Securities Exchange Act of 1934, as amended (the “Rules of the ‘SEC Tender Offer’) (the ‘Proposed Transaction’).

The proposed transaction is expected to be effected by way of a cash tender offer, structured as a voluntary general offer governed by the Code and subject to the SEC’s tender offer rules, for an aggregate value of $26.00 per share, consisting of a cash offer purchase price of $21.00 per share to be paid by TMI for each share tendered together with a special cash dividend from Grindrod of $5.00 per share to its existing shareholders, whereby each non-TMI Grindrod shareholder will receive $26.00 in value per share for each share tendered.

TMI intends that the proposed transaction be financed by a combination of some or all of the following: existing cash, debt and the special Grindrod dividend mentioned above.

Whether TMI will ultimately proceed with the proposed transaction is subject to certain conditions precedent being satisfied or, subject to applicable law and regulation, waived, including the satisfactory completion of confirmatory due diligence and the finalization of a legally mutually acceptable binding binding agreement with Grindrod to effect the proposed transaction. The proposed transaction may also be subject to other conditions customary for a transaction of this nature, including conditions relating to the level of acceptances and any required merger control clearances, as well as necessary regulatory approvals in all jurisdictions concerned. 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 through to Ultramax dry cargo ships. The complementary nature of the companies’ fleets and improved operational scale in the tailored dry bulk business will create significant additional value for the shareholders and customers that both companies serve.

TMI currently owns 4,925,023 Grindrod shares (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 financial advisors to TMI in connection with the proposed transaction.

Shortly after TMI delivered the proposal to the Board, TMI filed an amendment to its Schedule 13D disclosure under the United States Securities Exchange Act of 1934, which had previously been filed with the Securities and Exchange Commission of the United States on December 20, 2021 (as amended and supplemented, “Annex 13D”). The proposal was filed as an attachment to the amendment to Annex 13D

TMI has not yet entered into a legally binding definitive agreement with Grindrod to complete the proposed transaction. There can be no certainty or assurance that TMI’s discussions with Grindrod will progress beyond the current stage, or that a transaction will materialize as a result of such discussions. This announcement does not represent or amount to the announcement of a firm intention to make an offer under the Code or the commencement of a tender offer under the rules of the SEC on tender offers. , and there can be no certainty that the proposed transaction or any other transaction will ultimately materialize.

TMI will make further announcements as required by the Code and the SEC’s Tender Offer Rules regarding any material developments regarding the proposed Transaction.

In the meantime, Grindrod shareholders should exercise caution when trading the Shares. They should consult their stockbrokers, bank managers, lawyers or other professional advisers if they are in any doubt about what action to take.
Source: Taylor Maritime Investments Limited

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