Grindrod Shipping Holdings Ltd. Announces Court Approval in Respect of the Selective Capital Reduction

Rhea-AI Summary

Grindrod Shipping Holdings (NASDAQ: GRIN) (JSE: GSH) has received High Court approval in Singapore for its proposed selective capital reduction. The company will reduce its issued share capital from US$290,193,001 (19,685,590 shares) to US$240,614,044 (16,206,365 shares). This reduction involves cancelling US$49,578,956 of paid-up share capital and 3,479,225 shares held by Participating Shareholders (excluding Good Falkirk (MI) ). Participating Shareholders will receive US$14.25 per cancelled share. The selective capital reduction will take effect upon lodgement of required documents with the Registrar of Companies of Singapore.

Positive

• Court approval received for selective capital reduction
• US$49,578,956 to be returned to Participating Shareholders
• Shareholders to receive US$14.25 per cancelled share

Negative

• Reduction in total issued share capital by US$49,578,956
• Decrease in total number of outstanding shares by 3,479,225

SINGAPORE, July 17, 2024 (GLOBE NEWSWIRE) -- Grindrod Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE: GSH) (“Grindrod Shipping” or “Company” or “we” or “us” or “our”), a global provider of maritime transportation services predominantly in the drybulk sector, today announced that the High Court of the Republic of Singapore has approved the proposed selective capital reduction of the Company (the “Selective Capital Reduction”) pursuant to Section 78G of the Companies Act 1967 of Singapore (the “Companies Act”), by which the Company will reduce the issued share capital of the Company from US$290,193,001, comprising 19,685,590 ordinary shares of the Company (“Shares”), to US$240,614,044 comprising 16,206,365 Shares. The Selective Capital Reduction will be effected by:

1. cancelling the amount of US$49,578,956, constituting part of the total paid-up share capital of the Company held by all the shareholders of the Company (except Good Falkirk (MI) Limited) (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.

The aggregate sum of US$49,578,956 arising from such reduction of the Company’s share capital will be returned to the Participating Shareholders in cash, on the basis of US$14.25 per Share held by each Participating Shareholder so cancelled.

The Selective Capital Reduction will take effect upon lodgement by the Company of the Court Order, together with the other documents as prescribed under the Companies Act, with the Registrar of Companies of Singapore appointed under the Companies Act. For more information, please refer to the circular to the shareholders of the Company, filed with the U.S. Securities and Exchange Commission on May 14, 2024, as supplemented on May 28, 2024.

About Grindrod Shipping

Grindrod Shipping predominantly 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 handysize and supramax/ultramax drybulk carriers. The Company is based in Singapore, with offices in London, Durban, and Tokyo. Grindrod Shipping is listed on NASDAQ under the ticker “GRIN” and on the JSE under the ticker “GSH”.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act 1995 with respect to Grindrod Shipping’s financial condition, results of operations, cash flows, business strategies, operating efficiencies, competitive position, growth opportunities, plans and objectives of management, and other matters. These forward-looking statements, including, among others, those relating to our future business prospects, revenues and income, are necessarily estimates and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Accordingly, these forward-looking statements should be considered in light of various important factors, including those set forth below. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward looking statements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Grindrod Shipping at the time these statements were made. Although Grindrod Shipping believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Grindrod Shipping. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation, Grindrod Shipping’s future operating or financial results; the strength of world economies, including, in particular, in China and the rest of the Asia-Pacific region; cyclicality of the drybulk industry, including general drybulk shipping market conditions and trends, including fluctuations in charter hire rates and vessel values; changes in supply and demand in the drybulk shipping industry, including the market for Grindrod Shipping’s vessels; changes in the value of Grindrod Shipping’s vessels; changes in Grindrod Shipping’s business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; competition within the drybulk industry; seasonal fluctuations within the drybulk industry; Grindrod Shipping’s ability to employ Grindrod Shipping’s vessels in the spot market and Grindrod Shipping’s ability to enter into time charters after Grindrod Shipping’s current charters expire; general economic conditions and conditions in the coal industry; Grindrod Shipping’s ability to satisfy the technical, health, safety and compliance standards of Grindrod Shipping’s customers; the failure of counterparties to Grindrod Shipping’s contracts to fully perform their obligations with Grindrod Shipping; Grindrod Shipping’s ability to execute Grindrod Shipping’s growth strategy; international political conditions, including additional tariffs imposed by China and the United States; potential disruption of shipping routes due to weather, accidents, political events, natural disasters or other catastrophic events; vessel breakdowns; corruption, piracy, military conflicts, political instability and terrorism in locations where we may operate, including the conflict between Russia and Ukraine; fluctuations in interest rates and foreign exchange rates and changes in the method pursuant to which the Secured Overnight Financing Rate and other benchmark rates are determined; changes in the costs associated with owning and operating Grindrod Shipping’s vessels; changes in, and Grindrod Shipping’s compliance with, governmental, tax, environmental, health and safety regulations; potential liability from pending or future litigation; Grindrod Shipping’s ability to procure or have access to financing, Grindrod Shipping’s liquidity and the adequacy of cash flows for Grindrod Shipping’s operations; the continued borrowing availability under Grindrod Shipping’s debt agreements and compliance with the covenants contained therein; Grindrod Shipping’s ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of Grindrod Shipping’s vessels; Grindrod Shipping’s dependence on key personnel; Grindrod Shipping’s expectations regarding the availability of vessel acquisitions and Grindrod Shipping’s ability to buy and sell vessels and to charter-in vessels as planned or at prices we deem satisfactory; adequacy of Grindrod Shipping’s insurance coverage; effects of new technological innovation and advances in vessel design; and the other factors set out in “Item 3. Key Information-Risk Factors” in Grindrod Shipping’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 27, 2024. Grindrod Shipping undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events except as required by law.

Responsibility Statement 

The directors of the Company (including any who may have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of the Company has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

Company Contact:	Investor Relations:
Edward Buttery	Email:ir@grindrodshipping.com
CEO
Grindrod Shipping Holdings Ltd.
1 Temasek Avenue, #10-02 Millenia Tower,
Singapore, 039192
Email:ir@grindrodshipping.com
Website:www.grinshipping.com

FAQ

What is the purpose of Grindrod Shipping's (GRIN) selective capital reduction?

The selective capital reduction aims to reduce Grindrod Shipping's issued share capital, returning US$49,578,956 to Participating Shareholders at US$14.25 per cancelled share.

How many shares will be cancelled in Grindrod Shipping's (GRIN) capital reduction?

Grindrod Shipping will cancel 3,479,225 shares held by Participating Shareholders as part of the selective capital reduction.

What is the new issued share capital of Grindrod Shipping (GRIN) after the reduction?

After the selective capital reduction, Grindrod Shipping's issued share capital will be US$240,614,044, comprising 16,206,365 shares.

When will Grindrod Shipping's (GRIN) selective capital reduction take effect?

The selective capital reduction will take effect upon lodgement of the Court Order and other required documents with the Registrar of Companies of Singapore.