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GNDE - GND/GNDP/REM - Grindrod/Remgro - Fulfilment of conditions precedent and

01/11/2011 08:00:02

GND REM GNDP
GND REM
GND/GNDP/REM - Grindrod/Remgro - Fulfilment of conditions precedent and
results of Remgro offer
Grindrod Limited Remgro Limited
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
(Registration number (Registration number
1966/009846/06) 1968/006415/06)
Ordinary share code: GND Share code: REM
ISIN ZAE000072328 ISIN ZAE000026480
Preference share code: GNDP ("Remgro")
ISIN ZAE000071106
("Grindrod" or the "Company")
FULFILMENT OF CONDITIONS PRECEDENT AND RESULTS OF REMGRO OFFER
1. Introduction
Grindrod and Remgro shareholders are referred to the joint announcement
published by Grindrod and Remgro on Tuesday, 20 September 2011 and to the
circular to Grindrod shareholders dated Monday, 26 September 2011
("circular"), relating to, inter alia, the subscription by Remgro for up
to 133 333 334 new ordinary shares ("subscription shares") in the share
capital of Grindrod ("transaction") and the non-renounceable offer made
by Remgro ("Remgro offer") to Grindrod ordinary shareholders (excluding
Grindrod ordinary shareholders who are prohibited by the laws of any
foreign jurisdiction from receiving or accepting the offer by Remgro)
registered as such on Friday, 21 October 2011 ("qualifying Grindrod
shareholders") and the further announcements published by Grindrod on 26
September 2011 and 24 October 2011.
2. Fulfilment of conditions precedent
All the conditions precedent to the subscription agreement entered into
between Grindrod and Remgro, as set out in the circular, have been
fulfilled.
3. Results of the Remgro offer
Pursuant to the Remgro offer, which closed on Tuesday, 25 October 2011,
qualifying Grindrod shareholders subscribed for 24 463 700 subscription
shares or 4.1% of the post issue ordinary share capital of Grindrod.
Accordingly, Remgro has subscribed for 108 869 634 subscription shares or
18.2% of the post issue ordinary share capital of Grindrod. Remgro now
holds 115 278 498 Grindrod ordinary shares, equivalent to 19.3% of the
post issue ordinary share capital of Grindrod. This includes 6 408 864
Grindrod ordinary shares acquired by Remgro in the open market.
4. Board representation
Grindrod shareholders are advised that Mr Matthys Hendrik Visser has been
appointed to the board of directors of Grindrod as a non-executive
director with effect from 31 October 2011. Mr Jan Jonathan Durand has
been appointed as alternate non-executive director to Mr Visser. In
terms of Grindrod's Memorandum of Incorporation, the appointments of
Messrs Visser and Durrand will have to be confirmed at Grindrod's next
annual general meeting.
5. Disclosure of beneficial interests in Grindrod securities
Further to the subscription by Remgro for the subscription shares, Remgro
has formally notified Grindrod of its beneficial interest in the
securities of the Company as required in terms of section 122(1) of the
Companies Act, No. 71 of 2008, as amended.
Durban
1 November 2011
Lead Financial Adviser and Joint Financial Adviser and
Independent Sponsor to Grindrod Sponsor to Grindrod
Deutsche Bank Grindrod Bank

Legal Adviser to Grindrod Reporting Accountants to Grindrod
Garlicke & Bousfield Inc. Deloitte

Financial Adviser and Sponsor to Legal Adviser to Remgro
Remgro Webber Wentzel
RMB, a division of FirstRand Bank
Limited
Date: 01/11/2011 08:00:01 Produced by the JSE SENS Department.
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