GRIN Grindrod Shipping Holdings Ltd

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3 

(Rule 13e-100) 

(Amendment No. 2)

 

 

TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 13e-3 THEREUNDER

 

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

 

 

GRINDROD SHIPPING HOLDINGS LTD.

(Name of the Issuer)

  

 

GRINDROD SHIPPING HOLDINGS LTD.

TAYLOR MARITIME INVESTMENTS LIMITED

GOOD FALKIRK (MI) LIMITED 

(Names of Persons Filing Statement)

 

Ordinary shares, no par value

(Title of Classes of Securities)

 

Y28895103

(CUSIP Number of Class of Securities)

 

Grindrod Shipping Holdings Ltd. 1 Temasek Avenue #10-02 Millenia Tower Singapore 039192 65 6323 0048 Attn: Edward Buttery

Taylor Maritime Investments Limited Good Falkirk (MI) Limited 1 Royal Plaza Royal Avenue, St Peter Port Guernsey GY1 2HL 44 20 3838 0530 Attn: Edward Buttery

(Name, Address and Telephone Numbers of Person Authorized To Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

With copies to:

 

Philip Richter

Roy Tannenbaum

Joshua Wechsler

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

 

 

This statement is filed in connection with (check the appropriate box):

  

a.	¨	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	x	None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

  

Neither the Securities and Exchange Commission nor any state securities commission has: approved or disapproved of the transaction contemplated herein; passed upon the merits or fairness of such transaction; or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

 

Introduction

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed on May 14, 2024 with the U.S. Securities and Exchange Commission (“SEC”), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by (1) Grindrod Shipping Holdings Ltd., a public company incorporated under the laws of the Republic of Singapore (“Grindrod” or the “Company”), (2) Taylor Maritime Investments Limited, a Guernsey company limited by shares (“TMI”), and (3) Good Falkirk (MI) Limited, a Republic of the Marshall Islands company and wholly owned subsidiary of TMI (“GF,” and together with the Company and TMI, the “Filing Persons,” and individually, a “Filing Person”), as amended by the Rule 13e-3 Transaction Statement on Schedule 13E-3 (Amendment No. 1) filed by the Filing Persons with the SEC on May 28, 2024 (the “Schedule 13E-3”), relating to the proposal to cancel all of the issued and ordinary shares, no par value (the “Shares”), in the capital of the Company held by holders of Shares (the “Shareholders”) other than GF (the “Participating Shareholders”), comprising 3,479,225 Shares (the “Participating Shares”), resulting in a reduction of the issued share capital of the Company (the “Selective Capital Reduction”).

 

The information contained in the Circular to Shareholders, dated as of May 14, 2024 (the “Circular”), filed with the Schedule 13E-3 as Exhibit (a)(5)(i) on May 14, 2024 is incorporated by reference herein and, except as described below, the responses to each item in this Amendment No. 2 are qualified in their entirety by the information contained in the Circular and the Schedule 13E-3.

 

This Amendment No. 2 is being filed to amend and supplement the Schedule 13E-3. The information contained in this Amendment No. 2 is incorporated by reference into the Schedule 13E-3.

 

Any information contained in the documents incorporated herein by reference shall be deemed modified or superseded for purposes of this Amendment No. 2 to the extent that any information contained herein modifies or supersedes such information. All information contained in, or incorporated by reference into, this Amendment No. 2 and the Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person.

 

 

Item 15.

Additional Information.

 

(c) Other Material Information. Item 15(c) is hereby amended and supplemented to include the following as a new paragraph before the sentence “The information contained in the Circular and the Exhibits referred to in Item 16 below is incorporated herein by reference.”:

 

On June 20, 2024, at an extraordinary general meeting of Shareholders (the “EGM”), the Shareholders voting at the EGM voted to approve the Selective Capital Reduction to reduce the issued share capital of the Company from $290,193,001 comprising 19,685,590 Shares, to $240,614,044, comprising 16,206,365 Shares, and that such reduction be effected by (1) cancelling the amount of $49,578,956 constituting part of the total paid-up share capital of the Company held by all of the Participating Shareholders, such Participating Shareholders holding 3,479,225 Shares and (2) cancelling the 3,479,225 Shares constituting the part of the total issued share capital of the Company held by the Participating Shareholders, and the aggregate sum of $49,578,956 arising from such reduction of the Company’s share capital to be returned to the Participating Shareholders in cash, on the basis of $14.25 per Share held by each Participating Shareholder so cancelled.

 

On July 16, 2024, the High Court of the Republic of Singapore issued an order approving the Selective Capital Reduction (the “Court Order”).

 

On August 6, 2024, the Company notified Nasdaq of its intention to delist the Shares from the Nasdaq Global Select Market on August 16, 2024.

 

On August 16, 2024, the Company lodged the Court Order (and such other documents as prescribed by Section 78I(3) of the Companies Act 1967 of Singapore) with the Registrar of Companies of Singapore, pursuant to which the Selective Capital Reduction became effective and the Participating Shares were automatically cancelled. As a result of the Selective Capital Reduction, (a) each Participating Shareholder will receive $14.25 for each Participating Share cancelled and (b) GF became the sole Shareholder of the Company.

 

Also on August 16, the Company filed with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the of the Exchange Act to delist and deregister the Shares under Section 12(b) of the Exchange Act. Upon the effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Shares and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

Also on August 16, 2024, the Company issued a press release announcing the effectiveness of the Selective Capital Reduction. The press release is attached as Exhibit 99.1 to the Company’s Report on Form 6-K, filed concurrently with the SEC, and incorporated herein by reference as Exhibit (a)(5)(xi).

 

 

Item 16.

Exhibits.

 

Item 16 is hereby amended and supplemented by adding the following exhibits:

 

Exhibit		Number Description
(a)(5)(vii)		Announcement of the Results of the Extraordinary General Meeting Held on June 20, 2024 issued by the Company, dated June 20, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on June 20, 2024).
(a)(5)(viii)		Announcement of Court Approval in Respect of the Selective Capital Reduction issued by the Company, dated July 17, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on July 17, 2024).
(a)(5)(ix)		Announcement of Declaration and Finalization Announcement and the Cash Distribution Date of the Selective Capital Reduction issued by the Company, dated July 19, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on July 19, 2024).
(a)(5)(x)		Announcement of Voluntary Delisting from Nasdaq Global Select Market issued by the Company, dated August 6, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on August 6, 2024).
(a)(5)(xi)		Announcement of the Effectiveness of the Selective Capital Reduction issued by the Company, dated August 16, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on August 16, 2024).
(a)(5)(xii)		Announcement of the Effectiveness of the Selective Capital Reduction issued by TMI, dated August 16, 2024.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated August 16, 2024

 

	GRINDROD SHIPPING HOLDINGS LTD.
	By:	/s/ Kurt Klemme
	Name:	Dr. Kurt Klemme
	Title:	Chairman
	TAYLOR MARITIME INVESTMENTS LIMITED
	By:	/s/ Sandra Platts
	Name:	Sandra Platts
	Title:	Director
	GOOD FALKIRK (MI) LIMITED
	By:	/s/ Sandra Platts
	Name:	Sandra Platts
	Title:	Duly authorized signatory for TMI Director 1 Limited, the sole director of Good Falkirk (MI) Limited

 

 

 

 

Exhibit (a)(5)(xii)

 

16 August 2024

 

Taylor Maritime Investments Limited (the “Company” or “TMI”)

 

Grindrod Shipping Holdings Ltd announces the effectiveness of the Selective Capital Reduction

 

Taylor Maritime Investments Limited, the specialist dry bulk shipping investment company, is pleased to disclose that its subsidiary, Grindrod Shipping Holdings Ltd. ("Grindrod Shipping"), today announced that the Selective Capital Reduction became effective upon lodgement of the Court Order with the Singapore Registrar on 16 August 2024.

 

As a result, all of the ordinary shares of Grindrod Shipping held by shareholders, comprising 3,479,225 shares, other than shares held by TMI’s subsidiary, Good Falkirk (MI) Limited ("GF"), have been cancelled and Grindrod Shipping has become a wholly owned subsidiary of the Company through GF (which now owns 100% of the shares in Grindrod Shipping – up from its previous shareholdings of 82.33%). Grindrod Shipping will be delisted from the NASDAQ and JSE.

 

The Last Day of Trading of Grindrod Shipping's shares on the NASDAQ was on 15 August 2024 and the Last Day of Trading of Grindrod Shipping's shares on the JSE will be on 16 August 2024.

 

The cash distribution is expected to be paid to Grindrod Shipping’s shareholders on 21 August 2024 and, in any event, will be paid no later than 27 August 2024. The Record Date for the cash distribution for JSE purposes is 20 August 2024.

 

Further details can be found in the announcement released today by Grindrod Shipping.

 

ENDS

 

For further information, please contact:

 

Taylor Maritime Investments Limited   Edward Buttery   Camilla Pierrepont	IR@tminvestments.com
Jefferies International Limited   Stuart Klein  Gaudi Le Roux	+44 20 7029 8000
Apex Group Matt Falla	+44 20 3530 3107

 

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 17 vessels, including one vessel held for sale, 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. Following a Selective Capital Reduction, which took effect on 16 August 2024, Grindrod became a wholly owned subsidiary of the Company through its subsidiary Good Falkirk (MI) Limited "GF".  Grindrod has an owned fleet of 17 dry bulk vessels, including one vessel held for sale, complementary to the Company's fleet. They are Japanese built, including ten Handysize vessels and seven Supra/Ultramax vessels. Grindrod has seven vessels in its chartered in fleet with purchase options on three.

 

 

The Combined TMI and Grindrod fleet numbers 38 vessels (including chartered in vessels with purchase options and including 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 Taylor Maritime. Taylor Maritime was established in 2014 as a privately owned ship-owning and management business with a seasoned team including 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). The commercial and technical management arms of Taylor Maritime were acquired by Grindrod in October 2023.  

 

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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