SC 13D/A 1 ff3232083-13da-grindrod.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
_________________
Grindrod Shipping Holdings Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
Y28895103
(CUSIP Number)
Edward David Christopher Buttery
Taylor Maritime Investments Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
+44 20-3838-0530

With a copy to:

Patrick Caron-Delion
Taylor Maritime Investments Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
+44 20-3838-0530
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 4, 2024
(Date of Event which Requires Filing of this Statement)
_________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

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1
NAMES OF REPORTING PERSONS
 
 
Good Falkirk (MI) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
SC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of the Marshall Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
16,206,365
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
16,206,365
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,206,365
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
82.33%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IV, CO
 
 
 
 

(1)   Based on 19,685,590 ordinary shares, no par value, outstanding as of March 26, 2024, as reflected in the Form 20-F filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on March 27, 2024.

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1
NAMES OF REPORTING PERSONS
 
 
Taylor Maritime Investments Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
SC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Guernsey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
16,206,365
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
16,206,365
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,206,365
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
82.33% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IV, CO
 
 
 
 

(1)
Based on 19,685,590 ordinary shares, no par value, outstanding as of March 26, 2024, as reflected in the Form 20-F filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on March 27, 2024.

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EXPLANATORY NOTE

This Amendment No. 8 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission on December 20, 2021, as amended and supplemented by Amendment No. 1 filed on January 3, 2022, Amendment No. 2 filed on August 29, 2022, Amendment No. 3 filed on September 30, 2022, Amendment No. 4 filed on October 13, 2022, Amendment No. 5 filed on Schedule TO on October 31, 2022, Amendment No. 6 filed on Schedule TO on November 29, 2022 and Amendment No. 7 filed on Schedule TO on December 20, 2022 (as so amended and supplemented, the “Schedule 13D”), is being filed on behalf of Taylor Maritime Investments Limited, a Guernsey company limited by shares (“Taylor Maritime”), and Good Falkirk (MI) Limited, a Marshall Islands company and wholly-owned subsidiary of Taylor Maritime (“Good Falkirk” and, together with Taylor Maritime, the “Reporting Persons”), with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Grindrod Shipping Holdings Ltd., a corporation incorporated in accordance with the laws of the Republic of Singapore (the “Issuer”).

Other than as specifically set forth below, all Items in the Schedule 13D remain unchanged. Capitalized terms in this Amendment which are not defined herein have the meanings given to them in the Schedule 13D.








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ITEM 2.        IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended by replacing in their entirety Appendixes A-1 and A-2 with Appendixes A-1 and A-2 attached hereto and which are incorporated herein by reference.


ITEM 3.        SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The information set forth Item 4 of this Amendment is incorporated by reference into this Item 3.


ITEM 4.         PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On April 4, 2024, the Issuer issued an announcement (the “Announcement”) that it proposes to seek the approval of the shareholders of the Issuer, at an extraordinary general meeting to be convened, for a selective capital reduction to be undertaken by the Issuer pursuant to sections 78G to 78I of the Companies Act 1967 of Singapore (the “Selective Capital Reduction”).

Under the terms of the proposed Selective Capital Reduction, all of the Ordinary Shares held by the shareholders of the Issuer other than Good Falkirk, comprising an aggregate total of 3,479,225 Ordinary Shares, will be cancelled and each shareholder participating in the proposed Selective Capital Reduction will receive US$14.25 for each Ordinary Share held that is cancelled as a result of the proposed Selective Capital Reduction.

The proposed Selective Capital Reduction will be funded from existing cash and cash equivalents of the Issuer.

The proposed Selective Capital Reduction will be conditional on the satisfaction of the conditions set out in the Announcement.

If the proposed Selective Capital Reduction becomes effective, following the consummation of the proposed Selective Capital Reduction all the Ordinary Shares will be owned by Good Falkirk.

The foregoing description of the Announcement, the proposed Selective Capital Reduction and the proposed transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Announcement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 5.        INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b)
The information contained in lines 7 to 11 and 13 of the cover pages of this Amendment is incorporated herein by reference.


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The information set forth under Item 4 of this Amendment is incorporated herein by reference.

(c)

Except for the transactions described elsewhere in this Schedule 13D, none of the Reporting Persons nor (to the Reporting Persons’ knowledge) any person set forth on Appendix A-1 or Appendix A-2, as amended, has engaged in any transaction during the past sixty days.
(d)
To the knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D.
(e)

Not applicable.

ITEM 6.        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth Item 4 of this Amendment is incorporated by reference into this Item 6.

ITEM 7.        MATERIAL TO BE FILED AS EXHIBITS

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SIGNATURES
After reasonable 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:  April 8, 2024
  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  


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APPENDIX A-1
EXECUTIVE OFFICERS AND DIRECTORS
OF
TAYLOR MARITIME INVESTMENTS LIMITED

Set forth below is a list of each executive officer and director of Taylor Maritime Investments Limited setting forth the citizenship, business address, and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person:

Name, Business Address, and
Citizenship
 
Present Principal Occupation
(principal business of
employer)
Name and Address of
Corporation or Other
Organization (if different
from address provided in
column 1)
Sandra Platts (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Non-Executive Director
  
Christopher Richard Buttery  (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Non-Executive Director
  
Edward David
Christopher Buttery (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL 
Chief Executive Officer
 
Charles Goodson Maltby (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL 
Non-Executive Director
 
Henry Clavering
Tollemache Strutt (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL 
Non-Executive Director
 



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Trudi Clark (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL 
Non-Executive Director
 
Francis Dunne (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Non-Executive Director
  



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APPENDIX A-2
EXECUTIVE OFFICERS AND DIRECTORS
OF
GOOD FALKIRK (MI) LIMITED

Set forth below is a list of each executive officer and director of Good Falkirk (MI) Limited setting forth the citizenship, business address, and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person:

Name, Business Address, and
Citizenship
 
Present Principal Occupation
(principal business of
employer)
Name and Address of
Corporation or Other
Organization (if different
from address provided in
column 1)
TMI Director 1 Limited
1 Royal PLaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
(Registered in Guernsey)
 
Duly authorized signatories for TMI Director 1 Limited:
Sandra Platts (British), Alexander Slee (British), Trudi Clark (British)
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Corporate Director
N/A






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