Grindrod Shipping Holdings Ltd., a global provider of maritime transportation services predominantly in the drybulk sector, announced the effective date of the proposed capital reduction and notice of the record date and the cash distribution date.
Introduction
The board of directors (the “Board”) of the Company refers to the Notice of Extraordinary General Meeting dated July 13, 2023 (the “Notice”) and the extraordinary general meeting of the shareholders of the Company (the “Shareholders”) convened on August 10, 2023 (the “EGM”) where the special resolution in relation to the Proposed Capital Reduction (as defined in the Notice) and the Proposed Cash Distributions (as defined in the Notice) was duly passed by the Shareholders during the EGM.
Unless otherwise defined, all capitalised terms and references used herein shall bear the same meaning ascribed to them in the Notice.
Effective Date of Capital Reduction
The Board wishes to inform Shareholders that the Company has lodged the relevant documents required under Sections 78E(2)(c) and (d) of the Companies Act with ACRA on September 29, 2023. With the lodgement of the aforesaid documents, the Proposed Capital Reduction will take effect as of September 29, 2023.
Pursuant to the Proposed Capital Reduction, the fully paid-up share capital of the Company will be reduced by USD 32.44 million (being an amount within the maximum Reduction Amount of USD 45.00 million as set out in paragraph 2.1(a) of the Notice). Based on the fully paid-up share capital of the Company as at the date hereof, the fully paid-up share capital of the Company will be reduced from USD 320.68 million to USD 288.24 million.
Accordingly, an amount of USD 32.44 million will be distributed to Entitled Shareholders (as defined below).
Notice of Record Date and Cash Distribution In Two Tranches
The Company will reduce the share capital and distribute cash in two tranches; the first distribution of $1.01598 per ordinary share, payable on or about October 26, 2023 and the second distribution of $0.63193 per ordinary share, payable on or about December 11, 2023, to all shareholders of record as of October 20, 2023 (the “Record Date”). As of September 29, 2023, there are 19,472,008 common shares of the Company outstanding. As at record date of October 20, 2023, the number of common shares of the Company will be increased to 19,685,590, including the consideration shares to be issued for the previously announced purchase of the shares of Taylor Maritime Management Limited and Tamar Ship Management Limited. These agreements are subject to customary closing conditions with an estimated closing date of October 3, 2023. We can provide no assurance that we will complete the acquisition until such time that the agreements have been executed and implemented.
In view of the Record Date of October 20, 2023, shareholders may not reposition shares between the JSE and the U.S. Register during the period from October 18, 2023, until October 20, 2023.
The capital distribution to be distributed by the Company is regarded as a “capital distribution” and is not subject to any tax in Singapore.
