SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

GRINDROD SHIPPING HOLDINGS LTD.

(Name of Subject Company (Issuer))

GOOD FALKIRK (MI) LIMITED

(Name of Filing Person (Offeror))

an indirect wholly-owned subsidiary of

TAYLOR MARITIME INVESTMENTS LIMITED

(Name of Filing Person (Parent))

Ordinary Shares, no par value

(Title of Class of Securities)

Y28895103

(CUSIP Number of Class of Securities)

Edward David Christopher Buttery Taylor Maritime Investments Limited Sarnia House Le Truchot St Peter Port Guernsey GY1 1GR +44 1481 737600 With a copy to: Ted Kamman Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019 (212) 318-3140

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

☐  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒  third-party tender offer subject to Rule 14d-1.

☐  issuer tender offer subject to Rule 13e-4.

☒  going-private transaction subject to Rule 13e-3.

☒  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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) BK, AF, WC, OO (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 4,925,023
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 4,925,023
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,925,023
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) 25.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV, CO

(1)          Based on 18,996,493 Shares, no par value, outstanding as of October 28, 2022, as reflected on the Schedule 14D-9 filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on October 28, 2022. In addition, according to the Implementation Agreement (as defined in the Offer to Purchase), the Reporting Person may be deemed to have the right to acquire a maximum number of 475,515 Shares subject to outstanding awards granted pursuant to the Company’s 2018 Forfeitable Share Plan (the “Company Forfeitable Shares”), subject to the Minimum Tender Condition and other conditions described in the Offer to Purchase. See “THE OFFER — Section 12. The Implementation Agreement; the Other Agreements — Treatment of Forfeitable Share Awards” in the Offer to Purchase. On account of these 475,515 Company Forfeitable Shares, for purposes of Rule 13d-3 under the Exchange Act (“Rule 13d-3”), the Reporting Person may be deemed to beneficially own a total number of 5,400,538 Shares, representing 27.73% of the Shares (taking into account the outstanding 18,996,493 Shares and 475,515 Company Forfeitable Shares).

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) BK, AF, WC, OO (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 4,925,023
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 4,925,023
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,925,023
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) 25.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV, CO

(1)          Based on 18,996,493 Shares, no par value, outstanding as of October 28, 2022, as reflected on the Schedule 14D-9 filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on October 28, 2022. In addition, according to the Implementation Agreement (as defined in the Offer to Purchase), the Reporting Person may be deemed to have the right to acquire a maximum number of 475,515 Company Forfeitable Shares, subject to the Minimum Tender Condition and other conditions described in the Offer to Purchase. See “THE OFFER — Section 12. The Implementation Agreement; the Other Agreements — Treatment of Forfeitable Share Awards” in the Offer to Purchase. On account of these 475,515 Company Forfeitable Shares, for purposes of Rule 13d-3, the Reporting Person may be deemed to beneficially own a total number of 5,400,538 Shares, representing 27.73% of the Shares (taking into account the outstanding 18,996,493 Shares and 475,515 Company Forfeitable Shares).

This Amendment No. 1 (this “Amendment”) amends and supplements the combined Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2022 (as it may be amended, supplemented or otherwise modified from time to time, this “Schedule TO”) relating to the offer by Good Falkirk (MI) Limited (“Offeror”), a Republic of Marshall Islands company and indirect wholly owned subsidiary of Taylor Maritime Investments Limited, a Guernsey company limited by shares with a listing on the premium segment of the Official List of the London Stock Exchange (“TMI”), to purchase all of the issued ordinary shares (the “Shares”), other than Shares held by Offeror and Shares held in treasury, in the capital of Grindrod Shipping Holdings Ltd., a Singapore public company (the “Company”), at a price of $21.00 per Share, payable to the holder thereof in cash, without interest thereon, to be paid in conjunction with a special dividend from the Company of $5.00 per Share, representing an aggregate transaction value to Company shareholders of $26.00 per Share, less any required withholding tax, all upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 28, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal, as they may be amended from time to time (the “Offer”), in accordance with Regulation 14D and 14E under the Securities Exchange Act of 1934, as amended, and the Singapore Code on Take-overs and Mergers, subject to certain exemptions granted by the SEC and the Securities Industry Council.

Except as otherwise set forth in this Amendment, all terms of the Offer and all other disclosures set forth in this Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in this Schedule TO and the Offer to Purchase.

Item 3. Identity and Background of Filing Person

Item 8. Interest in the Securities of the Subject Company

Item 3 and Item 8 of this Schedule TO are hereby amended and supplemented by including the following information:

On October 31, 2022, TMI released an announcement regarding the appointment of Frank Dunne as independent non-executive director of TMI. A copy of the announcement is filed as Exhibit (a)(5)(F) hereto and is incorporated herein by reference.

As of October 27, 2022 (the “Latest Practicable Date”), Frank Dunne:

The business address and telephone number of Mr. Dunne is Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1 GR Channel Islands and +44 20 3838 0531 respectively. His citizenship is British.

(a)        did not own or control, and has not agreed to acquire any (i) Shares; (ii) other securities which carry voting rights in the Company; or (iii) convertible securities, warrants, options or derivatives in respect of Shares or securities which carry voting rights in the Company (collectively, “Company Securities”); or

(b)          had not dealt for value in any Company Securities during the period commencing three months preceding August 29, 2022 and ending on the Latest Practicable Date.

Item 12. Exhibits.

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibits:

Exhibit Number	Description
(a)(5)(D)	Announcement of the Publication of the Offer Documentation with regards to the Voluntary Conditional Cash Offer, dated October 31, 2022.
(a)(5)(E)	Announcement of the Publication of the Offer Documentation regarding Voluntary Conditional Cash Offer for the Company by Offeror, a wholly-owned subsidiary of TMI, dated October 31, 2022.
(a)(5)(F)	Announcement issued by TMI, dated October 31, 2022.

SIGNATURES

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:  October 31, 2022

TAYLOR MARITIME INVESTMENTS LIMITED
By:	/s/ Trudi Clark
Name:	Trudi Clark
Title:	Director

GOOD FALKIRK (MI) LIMITED
By:	/s/ Trudi Clark
Name:	Trudi Clark
Title:	Duly authorized signatory for TMI Director 1 Limited, the sole director of Good Falkirk (MI) Limited

EX-99.(A)(5)(D)

Exhibit (a)(5)(d)

Grindrod Shipping Holdings Ltd.
Abbreviated Name: GRINSHIP
Registered in Singapore with registration number 201731497H
JSE Share code: GSH
ISIN: SG9999019087
Primary listing on NASDAQ Global Select Market
Secondary listing on the JSE Main Board

PUBLICATION OF THE OFFER DOCUMENTATION WITH REGARDS TO THE

VOLUNTARY CONDITIONAL CASH OFFER

Shareholders of Grindrod Shipping Holdings Ltd. (“Company” or “Grindrod”) are referred to the announcement published by Grindrod on 12 October 2022 on the Stock Exchange News Service (“SENS”), as well as subsequent announcements on 13 October 2022 and 17 October 2022 on SENS, regarding the voluntary conditional cash offer (the “Offer”) to be made by Good Falkirk (MI) Limited (“Good Falkirk” or the “Offeror”), a wholly-owned subsidiary of Taylor Maritime Investments Limited (“TMI”), for all of the issued ordinary shares (the “Shares”) in the capital of Grindrod (other than Shares held by the Offeror and Shares held in treasury).

Capitalised terms which are not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase referenced below.

Publication of the Offer Documentation

TMI, the Offeror and Grindrod are pleased to announce that the offer to purchase containing the full terms and conditions of the Offer (the “Offer to Purchase”), together with other related documents, were published on Friday, 28 October 2022, and are being mailed to record holders of Shares whose names appear on Grindrod’s shareholder list.

The Offer to Purchase together with other related documents and filings related to the Offer will be made available for free at the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Copies of all documents filed with the SEC by TMI and/or the Offeror with regards to the Offer will be available free of charge on TMI’s website at www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the solicitation/recommendation statement on Schedule 14D‑9, the Offer to Purchase and the other documents filed with the SEC by Grindrod will also be available free of charge on Grindrod’s website at www.grinshipping.com/investorrelations.

In addition, Georgeson LLC is acting as Information Agent for the Offer and Computershare Trust Company, N.A. is acting as Depositary in the Offer. Requests for documents and questions regarding the Offer may be directed to Georgeson LLC, at 1290 Avenue of the Americas, 9th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

Shareholders of Grindrod should fully avail themselves of the detail in the Offer to Purchase, the solicitation/recommendation statement on Schedule 14D‑9, as well as other relevant documents filed with the SEC, including the timelines within which the Offer can be accepted.

Key terms and conditions of the Offer

The Offer to Purchase details, inter alia, the terms and conditions of the Offer and the manner in which the Offer will be implemented.

In accordance with the approval from the South African Reserve Bank, Grindrod shareholders holding and tendering their Shares on the JSE (“JSE Shareholders”) will, if the conditions to the Offer are satisfied, receive the offer price of US$21.00 per Share in the equivalent amount of South African Rand. The conversion rate between ZAR and US$ shall be fixed at 9:00 a.m. (London time) (the “Relevant Time”) on the South African Business Day following the date upon which the Expiration Time of the Offer occurs (the “Relevant Date”) by applying the BFIX Fix Bid Rate at the Relevant Time. The BFIX Fix Bid Rate shall be the USD-ZAR Bloomberg FX Fixing data published by Bloomberg at the Relevant Time on the Relevant Date (as reasonably adjusted for any liquidity premium necessary to enable the achievability of the conversion of US$ into ZAR on the Relevant Date).

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If the conditions to the Offer are satisfied, the offer price of US$21.00 per Share will be paid by the Offeror to the tendering Shareholders, and the Company will pay the Special Dividend (as defined below) to its shareholders as of the record date for the Special Dividend, whether or not a shareholder tenders its Shares.

It is noted that the transaction contemplated in terms of the Offer was notified to the Competition Commission on 7 September 2022 as an intermediate merger for the purposes of the Competition Act, No. 89 of 1998 (as amended), and that the Competition Commission’s advice that the transaction had been approved unconditionally was received on 19 October 2022.

Action required by JSE Shareholders

The initial offer period (the “Initial Offer Period”) opened on 28 October 2022 and ends at the expiration time of 11:59 p.m. (New York time) on 28 November 2022 (which is 6:59 a.m. (South African Time) on 29 November 2022) (the “Expiration Time”), or such later time and date to which the Offer is extended. Any extension of the Offer will be followed by public announcement thereof as promptly as practicable and by no later than 9:00 a.m. (New York time) on the next business day after the previously scheduled expiration time.

If, as of the Expiration Time, all Offer conditions have been satisfied, the Offeror shall irrevocably accept for payment all Shares that have been validly tendered and not withdrawn. Immediately following such acceptance time, the Offeror will provide for a subsequent offering period during which Grindrod shareholders who have not previously validly tendered their Shares may do so (the “Subsequent Offering Period”).  The Subsequent Offering Period will last at least fifteen (15) Business Days.

If you are a JSE Shareholder holding your Shares through a Central Securities Depository Participant (“CSDP”), broker or other agent and you wish to tender into the Offer, please contact your CSDP, broker or other agent and give instructions for your Shares to be tendered. Please note that the relevant intermediary may set an earlier deadline for communication by Grindrod shareholders in order to permit such intermediary to communicate acceptances to the Depositary in a timely manner. Accordingly, if you hold Shares through a CSDP, broker or other agent, you should contact the relevant intermediary to obtain information about the deadline by which you must accept the Offer and comply with the dates communicated by such intermediary. Such dates may differ from the dates and times noted in this announcement and the Offer to Purchase.

Indicative Offer timetable

Offer opens and Offer documents published	Friday, 28 October 2022
Declaration date announcement in respect of the Special Dividend on SENS before 9:00 a.m. (South African Time)	Monday, 31 October 2022
Last day to trade Shares on JSE to receive the Special Dividend	Tuesday, 22 November 2022
Exchange rate for conversion of Special Dividend to South African Rand announced on SENS by 11:00 a.m. (South African Time) with update on conditionality of the Special Dividend	Tuesday, 22 November 2022
Shares start trading ex Special Dividend	Wednesday, 23 November 2022
Last day to trade on JSE and be able to tender acquired Shares during the Initial Offer Period	Wednesday, 23 November 2022

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Shares commence trading on JSE ex - Initial Offer Period	Thursday, 24 November 2022
Record date for Special Dividend	Friday, 25 November 2022
Expiration Time (also known as the record date for the purposes of South African settlement practices with respect to Shares tendered during the Initial Offer Period by JSE Shareholders)	11:59 p.m. (New York time) on Monday, 28 November 2022
Subsequent Offering Period opens	Tuesday, 29 November 2022
USD-ZAR exchange rate set for payment of consideration for all Shares tendered by JSE Shareholders in the Offer	9:00 a.m. (London time) on Tuesday, 29 November 2022
Results of the Offer and currency conversion announcement released on SENS	Wednesday, 30 November 2022
Payment of consideration for Shares tendered during the Initial Offer Period	Thursday, 1 December 2022
Payment date of the Special Dividend	Monday, 5 December 2022
Last day to trade on JSE and be able to tender acquired Shares during the Subsequent Offer Period	Tuesday, 13 December 2022
Shares commence trading on JSE ex - Subsequent Offering Period	Wednesday, 14 December 2022
Final record date for Subsequent Offering Period (JSE)	Monday, 19 December 2022
Subsequent Offering Period ends	Monday, 19 December 2022
Results of the Offer following the Subsequent Offering Period announced on SENS	Tuesday, 20 December 2022

Notes to the indicative Offer timetable:

1. The above dates and times are indicative and subject to change. If the conditions to the Offer are not satisfied or waived (if permitted) by the Expiration Time shown above, the offer period may be extended in accordance with the terms of the Implementation Agreement. Any changes will be announced on SENS.

2. For South African settlement practices, the record date for JSE Shareholders that tender their Shares into the Offer during the Initial Offer Period shall be the same date on which the Expiration Time occurs. Provided the Offer is declared unconditional in all respects, this record date is intended to take place on Monday, 28 November 2022.

3. If you instruct your CSDP or broker to tender your Shares into the Offer, you will not be able to trade your Shares from the date on which you issue such instruction until such time as the Offer lapses (save where you have validly withdrawn your tender).

4. You may withdraw tendered Shares during the Initial Offer Period at any time prior to the Expiration Time. No withdrawals rights shall apply during the Subsequent Offering Period.

5. JSE Shareholders tendering Shares during the Subsequent Offering Period will be paid consideration as promptly as practicable after the Offeror’s acceptance of their tendered Shares, but in any event within six (6) South African Business Days thereof.

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Declaration of Special Dividend

Shareholders of the Company are hereby notified that on 28 October 2022, the board of directors of the Company declared a special dividend of US$5.00 per Share (“Special Dividend”), on the basis that payment thereof is conditional upon the conditions to the Offer being satisfied or waived (if permitted), other than the condition to give an irrevocable instruction to pay such Special Dividend.

Shareholders’ attention is drawn to the following salient dates regarding the Special Dividend (to be read in conjunction with the indicative timetable set out above for the Offer process, of which the Special Dividend forms part):

Declaration date announcement in respect of the Special Dividend on SENS before 9:00 a.m. (South African Time)	Monday, 31 October 2022
Last day to trade Shares on JSE to receive the Special Dividend	Tuesday, 22 November 2022
Exchange rate for conversion of Special Dividend to South African Rand announced on SENS by 11:00 a.m. (South African Time)	Tuesday, 22 November 2022
Shares commence trading ex Special Dividend	Wednesday, 23 November 2022
Record date for the Special Dividend	Friday, 25 November 2022
Payment date for the Special Dividend	Monday, 5 December 2022

Notes to the Special Dividend timetable:

1. Any changes to the Special Dividend timetable will be released on SENS.

2. The Special Dividend due to Grindrod shareholders holding their Shares on the JSE will be converted into South African Rand at an exchange rate to be set, and announced via SENS, as set out above, prior to 11:00 a.m. (South African time) on the last day to trade, Tuesday, 22 November 2022.

3. Transfers between the NASDAQ and South African register will not be permitted between Wednesday, 23 November 2022 and Friday, 25 November 2022, both dates inclusive.

Additional information for South African resident shareholders of the Company, regarding the Special Dividend

1. The Company’s tax reference number: 201731497H.

2. The issued ordinary share capital of the Company is 19,310,024 ordinary shares and the Company has 313,531 treasury shares, as at 31 October 2022.

3. South African Reserve Bank approval for the Special Dividend has been obtained.

4. The Special Dividend will be distributed by the Company, from distributable profit reserves sourced from Singapore and is regarded as a “foreign dividend” (as defined in the South African Income Tax Act No. 58 of 1962) for South African resident shareholders holding Shares on the South African branch register.

5. Singapore does not impose withholding tax on dividends.

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6. Dividends declared and paid by the Company to South African resident shareholders holding Shares on the South African branch register are subject to South African dividend tax (“SA DWT”) of 20% (subject to any applicable exemptions that may apply). The net dividend to South African resident shareholders who are not exempt from SA DWT, will be announced on SENS by 11:00 a.m. (South African Time) on the LDT, together with the exchange rate for conversion of the Special Dividend to South African Rand.

7. Dividends will be paid net of SA DWT, to be withheld and paid to the South African Revenue Service. Such SA DWT must be withheld unless and to the extent that beneficial owners of the dividend have provided the necessary documentary proof to the regulated intermediary (being a broker, CSD participant, nominee company or the Company’s transfer secretaries Computershare Investor Services (Pty) Ltd., Private Bag x9000, Saxonwold, 2132, South Africa) that they are exempt therefrom, or entitled to a reduced rate, as a result of any relevant double taxation agreement between South Africa and the country of tax domicile of such owner.

Forward-Looking Statements

This announcement contains forward-looking statements relating to a voluntary conditional cash offer by the Offeror to acquire all of the issued ordinary shares in the capital of the Company (other than Shares held by the Offeror and Shares held in treasury), which offer involves substantial risks and uncertainties that could cause any actual outcome to differ materially from those expressed or implied by such statements.

All statements other than statements of historical facts included in this announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Company’s, or TMI’s and the Offeror’s, as applicable,  current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information.

These forward-looking statements are subject to risks and uncertainties including, among other things, satisfaction or waiver of the conditions to closing of the Offer in the anticipated timeframe or at all, including uncertainties as to whether and how many of the Company’s shareholders will tender their shares into any offer and the possibility that any agreed transaction is not consummated.

Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither TMI, the Offeror nor the Company undertakes any obligation to update publicly or revise any forward-looking statements, subject to compliance with any applicable laws and regulations and/or any other regulatory or supervisory body or agency.

Important Information

This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any Shares of the Company or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that TMI and the Offeror filed, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Company filed, with the SEC on October 28, 2022. Any solicitation and offer to buy Shares of the Company is only being made pursuant to the Offer to Purchase and related tender offer materials. The Tender Offer Statement, including the offer to purchase and certain other offer documents (as they may be updated and amended from time to time), and the Solicitation/Recommendation Statement on Schedule 14d-9 contain important information. Any holders of Shares are urged to read these documents carefully because they contain important information that holders of Shares should consider before making any decision with respect to the tender offer. The offer to purchase and the solicitation/recommendation statement and other filings related to the offer are available for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by TMI and/or the Offeror are available free of charge on TMI’s website at www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the Offer to Purchase, the solicitation/recommendation statement on Schedule 14D‑9 and the other documents filed with the SEC by the Company are available free of charge on the Company’s website at www.grinshipping.com/investorrelations. In addition, holders of Shares may obtain free copies of the tender offer materials by contacting the information agent for the offer, Georgeson LLC, at 1290 Avenue of the Americas, 9th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

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Offer Jurisdictions

The Offer under the Offer to Purchase is part of a single offer that is being made on the same terms in the United States, Singapore, South Africa and other jurisdictions where the Offer may be legally extended.

Responsibility Statement

The directors of the Company (including those who may have delegated supervision of the preparation of this communication) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this communication are fair and accurate and that no material facts have been omitted from this communication, the omission of which would make any statement in this communication misleading; and the directors of the Company jointly and severally accept responsibility accordingly. Where any information in this communication has been extracted or reproduced from published or otherwise publicly available sources or obtained from TMI or the Offeror, the sole responsibility of the directors of the Company has been to ensure, through reasonable enquiries, that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this communication. The directors of the Company do not accept any responsibility for any information relating to TMI or the Offeror or any opinion expressed by TMI or the Offeror.

Company Contact:
Stephen Griffiths
Interim
CEO / CFO
Grindrod Shipping Holdings Ltd.
200 Cantonment Road, #03-01 Southpoint
Singapore, 089763
Email: ir@grindrodshipping.com
Website: www.grinshipping.com Investor Relations / Media Contact:
Nicolas Bornozis / Paul Lampoutis
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, N.Y. 10169
Tel.: (212) 661-7566
Fax: (212) 661-7526
Email: grindrod@capitallink.com  

By Order of the Board

31 October 2022

Sponsor: Grindrod Bank Limited

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EX-99.(A)(5)(E)

Exhibit (a)(5)(e)

THIS ANNOUNCEMENT DATED 31 OCTOBER 2022 (THE “ANNOUNCEMENT”) DOES NOT CONSTITUTE AN OFFER AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, OR FROM, ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA, SOUTH AFRICA, AND SINGAPORE IN WHICH THE INTRODUCTION OR IMPLEMENTATION OF THE OFFER (AS DEFINED BELOW) WOULD NOT BE IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE REFER TO PARAGRAPH 19 OF THE OFFER ANNOUNCEMENT (AS DEFINED HEREIN) FOR FURTHER DETAILS RELATING TO GRINDROD SHAREHOLDERS IN OTHER JURISDICTIONS.

GOOD FALKIRK (MI) LIMITED
(Registration No.: 96379)
(Incorporated in Marshall Islands) TAYLOR MARITIME INVESTMENTS LIMITED
(Registration No.: 69031)
(Incorporated in Guernsey)

VOLUNTARY CONDITIONAL CASH OFFER

by

GOOD FALKIRK (MI) LIMITED, A WHOLLY-OWNED SUBSIDIARY OF TAYLOR MARITIME INVESTMENTS LIMITED

to acquire all the issued ordinary shares in the capital of

GRINDROD SHIPPING HOLDINGS LTD.

other than Shares held by the Offeror and Shares held in treasury

OFFER DOCUMENTATION PUBLISHED

On 12 October 2022, the boards of Taylor Maritime Investments Limited (“TMI”), Good Falkirk (MI) Limited (“Good Falkirk” or the “Offeror”) and Grindrod Shipping Holdings Ltd. (“Grindrod” or the “Company”) announced that they had entered into a transaction implementation agreement (the “Implementation Agreement”), dated as of 11 October 2022, among TMI, Good Falkirk and Grindrod, providing for a voluntary conditional cash offer (the “Offer”) to be made by the Offeror for all of the issued ordinary shares (the “Shares”) in the capital of Grindrod (other than Shares held by the Offeror and Shares held in treasury) (the “Offer Shares”), in accordance with Rule 15 of The Singapore Code on Take-overs and Mergers (the “Code”) and the rules of the U.S. Securities and Exchange Commission (the “SEC”) (the “Offer Announcement”).

Capitalised terms which are not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase (as defined below).

Publication of the Offer Documentation

TMI, Good Falkirk and Grindrod are pleased to announce that the offer to purchase containing the full terms and conditions of the Offer (the “Offer to Purchase”), together with the accompanying letter of transmittal to tender Shares (the “Letter of Transmittal”) and other related documents, were published on 28 October 2022, and are being mailed to record holders of Shares whose names appear on Grindrod’s shareholder list. The offer documents will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

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TMI and Good Falkirk have filed a Tender Offer Statement on Schedule TO with the SEC that includes the Offer to Purchase, Letter of Transmittal and other related materials. Additionally, Grindrod has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, inter alia, the recommendation of Grindrod’s board of directors that Grindrod shareholders tender their Shares in the tender offer. The Offer to Purchase, the accompanying Letter of Transmittal and the Solicitation/Recommendation Statement and other filings related to the Offer will be made available free of charge at the SEC’s website at www.sec.gov. Copies of all documents filed with the SEC by TMI and/or the Offeror with regard to the Offer will also be available free of charge on TMI’s website at www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. In addition, copies of Solicitation/Recommendation Statement on Schedule 14D-9, the Offer to Purchase and other related documents filed with the SEC by Grindrod will be available free of charge on Grindrod’s website at www.grinshipping.com/investorrelations.

In addition, Georgeson LLC is acting as Information Agent for the Offer and Computershare Trust Company, N.A. is acting as Depositary in the Offer. Requests for documents and questions regarding the Offer may be directed to Georgeson LLC, at 1290 Avenue of the Americas, 9^th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

Action required

The initial offer period ends at the expiration time of 11:59 p.m. (New York time) on 28 November 2022, or such other time and date to which the Offer is extended. Any extension of the Offer will be followed by public announcement thereof as promptly as practicable and by no later than 9:00 a.m. (New York time) on the next business day after the previously scheduled expiration time.

As further detailed in the Offer to Purchase, in order for Shares to be validly tendered into the Offer, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase and either (A) the share certificates evidencing tendered Shares must be received by the Depositary at such address (unless such Shares are currently held by the registered holder thereof in uncertificated form, in which case the deliveries set forth in this clause (A) will not be required) or (B) the Shares must be tendered pursuant to the procedure for book-entry transfer described in the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Time.

Grindrod shareholders who hold Shares registered in the name of a broker, dealer, trust company, Depository Trust Company Participant (“DTCP”), Central Securities Depository Participant (“CSDP”), bank, or other nominee, should contact their broker, dealer, trust company, DTCP, CSDP, bank or other nominee and give instructions for their Shares to be tendered.  Please note the relevant intermediary may set an earlier deadline for communication by shareholders in order to permit such intermediary to communicate acceptances to the Depositary in a timely manner. Accordingly, Grindrod shareholders who hold Shares through a broker, dealer, trust company, DTCP, CSDP, bank or other nominee, should contact the relevant intermediary to obtain information about the deadline by which Shares must be tendered into the Offer and comply with the dates communicated by such intermediary. Such dates may differ from the dates and times noted in this announcement.

31 October 2022

BY ORDER OF THE BOARD	BY ORDER OF THE BOARD
GOOD FALKIRK (MI) LIMITED	TAYLOR MARITIME INVESTMENTS LIMITED

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Forward-Looking Statements

This Announcement contains forward-looking statements relating to a voluntary conditional cash offer by the Offeror to acquire all of the issued ordinary shares in the capital of the Company (other than Shares held by the Offeror and Shares held in treasury), which offer involves substantial risks and uncertainties that could cause any actual outcome to differ materially from those expressed or implied by such statements.

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect TMI’s and the Offeror’s, or, as applicable, the Company’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information.

These forward-looking statements are subject to risks and uncertainties including, among other things, satisfaction or waiver of the conditions to closing of the Offer in the anticipated timeframe or at all, including uncertainties as to whether and how many of the Company’s shareholders will tender their shares into any offer and the possibility that any agreed transaction is not consummated.

Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither TMI, the Offeror, nor the Company undertakes any obligation to update publicly or revise any forward-looking statements, subject to compliance with any applicable laws and regulations and/or any other regulatory or supervisory body or agency.

Important Information

This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any Shares of the Company or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that TMI and the Offeror filed, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Company filed, with the SEC on October 28, 2022. Any solicitation and offer to buy Shares of the Company is only being made pursuant to the Offer to Purchase and related tender offer materials. The Tender Offer Statement , including the offer to purchase, the related letter of transmittal and certain other offer documents (as they may be updated and amended from time to time), and the Solicitation/Recommendation Statement on Schedule 14d-9 contain important information. Any holders of Shares are urged to read these documents carefully because they contain important information that holders of Shares should consider before making any decision with respect to the tender offer. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer are available for free at the SEC’s website at www.sec.gov. Copies of all documents filed with the SEC by TMI and/or the Offeror with regards to the Offer are available free of charge on TMI’s website at www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the Offer to Purchase and the documents filed with the SEC by the Company are available free of charge on the Company’s website at www.grinshipping.com/investorrelations. In addition, holders of Shares may obtain free copies of the offer materials by contacting the information agent for the offer, Georgeson LLC, at 1290 Avenue of the Americas, 9^th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

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EX-99.(A)(5)(F)

Exhibit (a)(5)(f)

31 October 2022

Taylor Maritime Investments Limited

Director Appointment

The Board of Taylor Maritime Investments Limited (“TMI” or the “Company”), the listed specialist dry bulk shipping company, is pleased to announce that Frank Dunne has been appointed as a non-executive Director and Senior Independent Director of the Company with immediate effect.

Frank brings a wealth of legal experience from an extensive career with the Maritime team at Watson Farley Williams (“WFW”), the specialist maritime, aviation and energy law firm, working on a broad range of ship finance work, investment transactions, restructurings, public market transactions and listings. Frank served as Chairman of WFW from 2004 to 2017.

Nicholas Lykiardopulo, Chairman, commented:

“I am delighted to welcome Frank to the TMI Board at a pivotal time for the Companyand following a comprehensive recruitment process. His deep understanding of maritime law broadens the skills and experience represented on the Board, in addition to enhancing our governance framework by accepting the appointment as Senior Independent Director.”

No further disclosures are required for Frank Dunne in respect of paragraphs 9.6.13 of the Financial Conduct Authority’s Listing Rules.

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
Montfort Communications  Alison Allfrey  George Morris Seers	TMI@montfort.london
Sanne Fund Services (Guernsey) Limited (formerly Praxis Fund Services Limited) Matt Falla	+44 1481 737600

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 Supramax bulk carrier segments of the global shipping sector.  The Company invests in a diversified portfolio of vessels which are primarily second-hand and which, historically, have demonstrated average yields in excess of the Company’s target dividend yield of 8% p.a. (on the Initial Issue Price).  The current portfolio numbers 27 vessels in the geared dry bulk segment (Handysize and Supramax types) (including one ship held for sale).  The ships are employed utilising a variety of employment/charter strategies.   

The Company announced an increased interim dividend of 2 cents per Ordinary Share paid on a quarterly basis on 28 July 2022, 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 the Commercial Manager, Taylor Maritime.  Established in 2014, Taylor Maritime is a privately owned ship-owning and management business with a seasoned team that includes 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) (listed in Oslo BWEK:NO).  Taylor Maritime’s team of industry professionals are based in Hong Kong, Singapore and London.

For more information, please visit www.taylormaritimeinvestments.com.

About Geared Vessels

Geared vessels are characterised by their own loading equipment. The Handysize market segment is 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.