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GNDE - GRINDROD LIMITED - Audited Results and Dividend Announcement for the year ended 31 December 20013

27/02/2014 07:05:00

GNDP GND 201402270002A
Audited Results and Dividend Announcement for the year ended 31 December 20013

GRINDROD LIMITED
Registration number: 1966/009846/06
Incorporated in the Republic of South Africa
Share code: GND & GNDP
ISIN: ZAE000072328 and ZAE000071106
AUDITED RESULTS AND DIVIDEND ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2013

HIGHLIGHTS
The group continued to position itself for long-term growth through further investments and expanding its integrated source-to-destination logistics services, in both
commodity spread and geographic reach.

- Headline earnings per share up 16% to 118,7 cents (2012: 102,6 cents)
- Earnings per share up 40% to 199,1 cents (2012: 141,8 cents)
- Book net asset value per share up 20% to 1 926 cents (2012: 1 609 cents)
- Total ordinary dividend per share up 13% to 37,1 cents per share (2012: 32,9 cents)
- Revenue increased by 8,6% to R32,1 billion inclusive of joint ventures and adjusted for Cockett (now a joint venture)
- Freight Services profit from trading up 52% to R576,7 million (2012: R378,4 million)
- Shipping headline earnings up to R160,4 million (2012: R6,0 million)
- Financial Services attributable profit up 42% to R92,2 million (2012: R65,1 million)

SUMMARISED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012*
R000 R000

Revenue 15 662 026 27 262 223
Earnings before interest, taxation, depreciation and amortisation 886 690 929 904
Depreciation and amortisation (463 112) (412 430)
Operating profit before interest and taxation 423 578 517 474
Non-trading items 479 460 199 689
Interest received 129 961 206 941
Interest paid (222 891) (227 398)
Profit before share of joint venture and associate companies' profit 810 108 696 706
Share of joint venture companies' profit after taxation 545 132 340 029
Share of associate companies' profit after taxation 23 350 9 385
Profit before taxation 1 378 590 1 046 120
Taxation (116 540) (140 828)
Profit for the year 1 262 050 905 292
Attributable to:
Ordinary shareholders 1 177 172 836 745
Preference shareholders 55 354 57 297
Owners of the parent 1 232 526 894 042
Non-controlling interests 29 524 11 250
1 262 050 905 292
Exchange rates (R/US$)
Opening exchange rate 8,48 8,11
Closing exchange rate 10,55 8,48
Average exchange rate 9,67 8,22
Audited Audited
31 December 31 December
2013 2012*
R000 R000
Reconciliation of headline earnings
Profit attributable to ordinary shareholders 1 177 172 836 745
Adjusted for: (475 356) (231 117)
Impairment of goodwill 186 447 21 045
Impairment of other investments 64 530 11 208
Impairment of ships, intangibles, plant and equipment 58 992 178 648
Net profit on disposal of investments** (87 655) (410 245)
Net loss on disposal of plant and equipment 190 2 023
Negative goodwill realised (3 937) -
Foreign currency translation reserve recycled on cessation of operations
following restructure (698 028) (33 965)
Joint ventures:
Negative goodwill realised (4 642) -
Impairment of ships, plant and equipment - 20 305
Total taxation effects of adjustments 8 747 (20 136)
Headline earnings 701 816 605 628
Ordinary share performance
Number of shares in issue less treasury shares (000s) 591 586 590 486
Weighted average number of shares (basic) (000s) 591 109 590 097
Diluted weighted average number of shares (000s) 593 665 592 728
Earnings per share: (cents)
Basic 199,1 141,8
Diluted 198,3 141,2
Headline earnings per share: (cents)
Basic 118,7 102,6
Diluted 118,2 102,2
Dividends per share: (cents) 37,1 32,9
Interim 20,0 17,5
Final 17,1 15,4
Dividend cover (times) 5,4 4,3

* Restated due to the application of IAS 19 Employee Benefits as amended. Net impact of R16,5 million on 2012 profit for the year.
** Restated due to compliance with the Headline Earnings Circular 2/2013.

SUMMARISED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012*
R000 R000
Profit for the year 1 262 050 905 292
Other comprehensive income
Items that may be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations
Exchange differences arising during the year 1 618 579 263 750
Cash flow hedges (1 038) (7 204)
Business combination (acquisition)/release (9 148) 5 998
Fair value loss arising on available-for-sale instruments (25 029) (25 000)
Reclassification of available-for-sale financial instruments 50 029 -
Items that will not be reclassified subsequently to profit and loss
Actuarial gains* 8 579 16 521
Total comprehensive income for the year 2 904 022 1 159 357
Total comprehensive income attributable to:
Owners of the parent 2 865 201 1 145 519
Non-controlling interests 38 821 13 838
2 904 022 1 159 357

* Restated due to the application of IAS 19 Employee Benefits as amended.
SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012
R000 R000

Ships, property, terminals, vehicles and equipment 6 698 871 5 443 757
Investment property - 33 826
Intangible assets 559 763 679 643
Investments in joint ventures* 3 616 166 1 829 276
Investments in associates 788 118 512 646
Deferred taxation 99 772 107 435
Other investments and derivative financial assets 493 161 325 888
Recoverables on cancelled ships 236 440 379 050
Total non-current assets 12 492 291 9 311 521
Loans and advances to bank customers 3 674 567 3 188 454
Liquid assets and short-term negotiable securities 1 044 432 626 378
Short-term loans - 518 819
Bank balances and cash 6 076 314 4 226 367
Other current assets* 2 718 056 3 928 347
Non-current assets held for sale 2 416 467 273 615
Total assets 28 422 127 22 073 501
Shareholders' equity 12 036 428 10 114 356
Non-controlling interests 96 239 126 533
Total equity 12 132 667 10 240 889
Interest-bearing borrowings 1 973 390 2 028 392
Financial services funding instruments 1 082 986 813 947
Deferred taxation 144 426 147 004
Other non-current liabilities 110 810 108 037
Total non-current liabilities 3 311 612 3 097 380
Deposits from bank customers 8 014 890 4 661 346
Current interest-bearing borrowings 1 127 074 1 987 398
Financial services funding instruments 160 253 193 519
Other liabilities 1 460 392 1 741 914
Non-current liabilities associated with assets held for sale 2 215 239 151 055
Total equity and liabilities 28 422 127 22 073 501
* Restated due to reclassification of joint venture intercompany balances.
Net worth per ordinary share – at book value (cents) 1 926 1 609
Net debt:equity ratio 0,21:1 0,07:1
Capital expenditure 2 020 953 1 209 563

Audited Audited Audited Audited
31 December 31 December 31 December 31 December
2013 2013 2012 2012
R000 US$000 R000 US$000
Capital commitments 184 978 57 711 309 666 42 207
Authorised by directors
and contracted for 116 640 25 427 64 419 15 180
Due within one year 116 140 23 590 64 419 15 180
Due thereafter 500 1 837 - -
Authorised by directors not
yet contracted for 68 338 32 284 245 247 27 027

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012
R000 R000
Operating profit before working capital changes 734 765 890 190
Working capital changes* (86 937) 534 265
Cash generated from operations 647 828 1 424 455
Net interest paid (92 930) (20 457)
Net dividends paid (173 870) (215 472)
Taxation paid (219 585) (101 985)
161 443 1 086 541
Net bank advances from customers and other short-term negotiables 2 465 696 667 876
Net cash flows generated from operating activities before ship sales
and purchases 2 627 139 1 754 417
Refund on ships under construction cancelled 197 248 16 846
Proceeds on disposal of ships 306 061 -
Capital expenditure on ships (406 251) (242 372)
Net cash flows generated from operating activities 2 724 197 1 528 891
Acquisition of investments, subsidiaries, property, terminals,
vehicles and equipment (1 463 632) (949 300)
Acquisition of other investments (171 056) (95 046)
Proceeds from disposal of property, terminals, vehicles,
equipment and investments 160 889 499 936
Intangible assets acquired (63 162) (17 891)
Proceeds from disposal of intangible assets 175 -
Loans advanced to/(from) joint ventures and associate companies* 100 074 (74 986)
Acquisition of additional investments in subsidiaries, joint ventures
and associates (107 451) -
Net cash flows utilised in investing activities (1 544 163) (637 287)
Net proceeds from issue of ordinary share capital 11 737 7 839
Proceeds from disposal of treasury shares - 2 989
Long-term interest-bearing debt raised 811 560 1 432 603
Payment of capital portion of long-term interest-bearing debt (720 807) (834 015)
Short-term interest-bearing debt raised/(repaid)* 571 560 (126 514)
Net cash flows generated from financing activities 674 050 482 902
Net increase in cash and cash equivalents 1 854 084 1 374 506
Cash and cash equivalents at beginning of the year 4 250 250 2 901 050
Difference arising on translation 27 169 (25 306)
Cash and cash equivalents at end of the year 6 131 503 4 250 250
* Restated due to reclassification of joint venture intercompany balances.
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012
R000 R000
Share capital and share premium 2 036 992 2 025 255
Balance at beginning of the year 2 025 255 2 014 427
Share options exercised 11 737 7 839
Treasury shares sold - 2 989
Preference share capital 2 2
Balance at beginning of the year 2 2
Equity compensation reserve 50 551 42 126
Balance at beginning of the year 42 126 37 947
Share-based payments 8 425 4 179
Foreign currency translation reserve 1 916 514 1 005 260
Balance at beginning of the year 1 005 260 744 098
Foreign currency translation realised (698 028) -
Foreign currency translation adjustments 1 609 282 261 162
Other non-distributable reserves (23 151) (37 965)
Balance at beginning of the year (37 965) (11 759)
Fair value adjustment of available-for-sale financial instrument (25 029) (25 000)
Reclassification of available-for-sale investments 50 029 -
Cash flow hedge (1 038) (7 204)
Business combination release (9 148) 5 998
Movement in accumulated profit 8 055 520 7 079 678
Balance at beginning of the year 7 079 678 6 432 054
Business disposals - (31 160)
Actuarial gains* 8 579 16 521
Profit for the year 1 232 526 894 042
Ordinary dividends paid (209 909) (174 482)
Preference dividends paid (55 354) (57 297)
Total interest of shareholders of the company 12 036 428 10 114 356
Equity attributable to non-controlling interests of the company 96 239 126 533
Balance at beginning of the year 126 533 94 336
Foreign currency translation adjustments 9 297 2 588
Business (disposals)/acquisitions (54 502) 23 397
Non-controlling interest acquired - 2 849
Profit for the period 29 524 11 250
Dividends paid (14 613) (7 887)
Total equity attributable to shareholders of the company 12 132 667 10 240 889

* Restated due to application of IAS 19 Employee Benefits as amended.
SEGMENTAL ANALYSIS FOR THE YEAR ENDED 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012*
R000 R000
Revenue
Freight Services 5 027 536 3 929 411
Trading 22 415 085 27 074 222
Shipping 4 319 093 4 009 832
Financial Services 370 790 252 686
Group 2 488 911
32 134 992 35 267 062
Segmental adjustments** (16 472 966) (8 004 839)
15 662 026 27 262 223
Earnings before interest, taxation, depreciation and amortisation
Freight Services 1 169 332 770 044
Trading (93 283) 258 660
Shipping 570 617 311 759
Financial Services 156 138 127 702
Group (41 689) (37 925)
1 761 115 1 430 240
Segmental adjustments** (874 425) (500 336)
886 690 929 904
Operating profit/(loss) before interest and taxation
Freight Services 907 811 550 133
Trading (109 522) 241 815
Shipping 235 564 68 523
Financial Services 154 456 126 380
Group (45 518) (41 557)
1 142 791 945 294
Segmental adjustments** (719 213) (427 820)
423 578 517 474
Share of associate companies' profit/(loss) after taxation
Freight Services 12 948 10 200
Trading 10 402 (815)
23 350 9 385
Profit/(loss) attributable to ordinary shareholders
Freight Services 652 483 793 540
Trading (322 626) 113 546
Shipping 760 845 (167 284)
Financial Services 92 254 65 145
Group (5 784) 31 798
1 177 172 836 745
* Restated due to application of IAS 19 Employee Benefits as amended. Net impact of R16,5 million on 2012 profit for the year.
** Joint venture earnings are reviewed together with subsidiaries by the key decision maker. Segmental adjustments relate to joint ventures necessary to reconcile to
IFRS presentation.

BUSINESS COMBINATIONS FOR THE YEAR ENDED 31 DECEMBER 2013
Acquisition of subsidiaries, joint ventures and associates
During the year, the group acquired the following interests:
Interest Purchase
Nature of Percentage acquired consideration
Company acquired business acquired 2013 R000
Oiltanking Grindrod Calulo (OTGC) Liquid-bulk
Holdings Proprietary Limited storage and
trading 38 1 June 14 507
Grindrod Fuelogic Mozambique Limitada Petrologistics 70 1 August 31 177
Property Index Tracker Managers Financial
Proprietary Limited services 100 26 August 4 191
Senwes Limited Agricultural
business 20 5 September 447 268
NWK Limited Agricultural
business 20 20 September 230 348
RACEC Group Limited Engineering 75 1 November 27 557
United Refineries Limited Toll crushing 51 31 December 26 375
Total purchase consideration 781 423
Reasons for acquisitions
The primary reasons for the business acquisitions were to expand Grindrod's presence into new markets and geographical areas and to acquire outstanding non-controlling
interests to consolidate Grindrod's position.

Impact of the acquisitions on the results of the group
From the dates of their acquisition, the acquired businesses contributed attributable profit of R16,7 million.

Net assets acquired in the subsidiaries' transactions and the goodwill/intangible assets arising are as follows:


Acquirees' carrying amount
before combination
at fair value
Net assets acquired R000
Property, plant and equipment 86 578
Intangibles 16 205
Investments 27 635
Taxation (5 695)
Working capital (80 859)
Cash and bank (20 328)
Non-controlling interest 25 269
Long-term liabilities (39 523)
Deferred taxation 8 980
Total 18 262
Goodwill and intangible assets arising on acquisition 85 545
Cash acquired 20 328
Purchase consideration relating to associate 677 616
801 751
The goodwill arising on the acquisition of these businesses is attributable to the anticipated profitability of these businesses and synergies expected.

Disposal of subsidiaries, joint ventures and associates

During the year, the group disposed of the following interests:
Interest Disposal
Nature of Percentage disposed consideration
Company disposed business disposed 2013 R000
East Coast Maritime Proprietary Limited Clearing and
forwarding 50 1 March 1 933
King and Sons Namibia Proprietary Limited Clearing and
forwarding,
ships agency
and stevedoring 100 1 April 11 029
Grindrod Tank Terminals, a division of Liquid-bulk 100 1 June 92 897
Grindrod South Africa Proprietary Limited
Oreport Proprietary Limited Trading 75 18 December 30 000
Total disposal consideration 135 859
Reason for disposals
The primary reason for the disposals was to introduce strategic partners or to rationalise operations to assist in the delivery of the group's long-term goals.
Fair value
Net assets disposed R000
Property, plant and equipment 10 620
Intangibles 20
Interest in joint venture companies (24 220)
Investments 5 403
Taxation (605)
Working capital 31 453
Cash and bank 26 451
Long-term liabilities (13 501)
Short-term borrowings (1 992)
Deferred taxation 14 576
Total 48 205
Profit on disposal 87 654
135 859
CONTINGENT ASSETS/LIABILITIES FOR THE YEAR ENDED 31 DECEMBER 2013
The company guaranteed loans and facilities of subsidiaries and joint ventures amounting to R7 941 355 000 (2012: R6 422 946 000), of which R4 629 690 000
(2012: R3 104 728 000) had been utilised at year-end.
The company guaranteed charter-hire payments and other guarantees of subsidiaries amounting to R1 194 376 000 (2012: R1 524 356 000). The charter-hire payments are
due by the subsidiaries in varying amounts from 2014 to 2022.
On the establishment of a joint venture through contribution of businesses, both joint venture parties have agreed to compensate one another should targets not be
achieved. At reporting date, the achievability of these targets was undetermined.
LEASES AND SHIP CHARTERS FOR THE YEAR ENDED 31 DECEMBER 2013
Audited Audited
31 December 31 December
2013 2012
R000 R000
Operating leases and ship charters
Income 486 911 736 267
Expenditure 3 788 193 2 652 727
Finance lease liabilities 54 478 75 861

PREPARER OF SUMMARISED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
These summarised consolidated annual financial statements have been prepared under the supervision of AG Waller, CA(SA).
AG Waller
Group Financial Director
25 February 2014

BUSINESS REVIEW
Overview
In line with its vision to create sustainable returns and long-term value for its stakeholders, Grindrod continued to make meaningful progress in 2013 in optimising
its skills and assets by improving and expanding its integrated logistics supply chains along key commodity corridors.
Capital projects were successfully executed, asset utilisation and operational efficiencies were improved and partnerships were further strengthened to achieve growth
and deliver business objectives, within a strictly monitored risk-mitigation framework.
Headline earnings increased by 15,9 per cent to R701,8 million (2012: restated R605,6 million). Headline earnings per share increased by 15,7 per cent to 118,7 cents
(2012: 102,6 cents). Freight Services and Financial Services continued to perform strongly and despite depressed markets, Shipping performed well. Trading was negatively
affected by poor results in the agricultural sector due to reduced trading volume and profitability brought about by increased competition, volatility and backwardation
of markets.

Earnings increased by 40,7 per cent to R1 177,2 million for the year (2012: restated R836,7 million). In 2013, attributable profit included, inter alia, profit of
R698,0 million realised on foreign currency translation reserves offset partially by a goodwill impairment in the agricultural business of R186,4 million. Adjustments
to attributable profit in 2012 included, inter alia, income of R414,9 million from the sale of 35 per cent of the Matola coal terminal and R173,3 million for impairments
of vessels.
Earnings per share is calculated on a weighted average of 591 million shares, up from 590 million in 2012.

Ordinary dividends for the year totalled 37,1 cents per share (2012: 32,9 cents per share).
With total assets of R28,4 billion (2012: R22,1 billion) and debt:equity at 21 per cent (2012: seven per cent), the group's financial position remains sound. Book net
asset value per share is R19,26 (2012: R16,09).
Capital expenditure and commitments
Capital commitments Split as follows
Approved Approved
not and
Capital expenditure contracted contracted
R million 2013 2014 2015 2016+ Total

Freight Services 982 560 42 207 809 416 393
Ports and Terminals 309 200 13 - 213 84 129
Rail 231 178 29 207 414 263 151
Intermodal 194 182 - - 182 69 113
Other logistics 248 - - - - - -
Trading 774 - - - - - -
Agricultural commodities 763 - - - - - -
Industrial raw minerals 11 - - - - - -
Shipping 923 106 559 177 842 176 666
Dry-bulk 449 106 559 177 842 176 666
Tankers 474 - - - - - -
Financial Services 136 - - - - - -
Group 53 3 4 4 11 11 -
2 868 669 605 388 1 662 603 1 059
Split as follows:
Subsidiaries 2 020 431 46 227 704 359 345
Joint ventures 848 238 559 161 958 244 714

Total subsidiary capital expenditure and investments was R2,0 billion (2012: R1,3 billion), of which 81 per cent was for expansion (2012: 85 per cent) and the balance
for maintenance and replacement. The capital expenditure mainly comprised the acquisition of an equity investment into Senwes Limited and NWK Limited, payments on two
product tankers, eight dry-bulk ships (sold into an asset ownership joint venture as at 31 December 2013), the Matola coal terminal Phase 3,5 expansion project,
locomotives, car terminal expansion, the intermodal depot expansion and transport fleet investment.
Future capital continues to be committed to the expansion of terminal capacity, rail infrastructure, locomotives and ships. The commitments exclude the planned
expansion of the terminal capacity in Maputo and Richards Bay as well as the development of a bulk liquid storage facility at Coega, each of which is subject to
final board consideration.
The board has approved an equity raising of R3 billion to provide the equity for this planned capital expenditure.

Cash flow and borrowings

Cash flow and borrowings reflect net debt of R2,6 billion (2012: R0,7 billion). Operating profit before working capital adjustments was R0,7 billion (2012: R0,9 billion).
Working capital contributed to a net outflow of R0,1 billion (2012: R0,5 billion inflow).
Shareholders' equity
Shareholders' equity increased to 600 765 314 shares in issue (from 599 665 314 in 2012), of which 9 179 348, repurchased in prior years, are held in treasury.
Basis of preparation
The summarised consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for preliminary reports,
and the requirements of the Companies Act applicable to summary financial statements. The Listings Requirements require preliminary reports to be prepared in accordance
with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by Financial Reporting Standards Council and also, as a minimum, to contain
the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the consolidated financial statements from which
the summarised consolidated financial statements were derived are in terms of IFRS and are consistent with those accounting policies applied in the preparation of the
previous consolidated annual financial statements and have been restated for adoption of applicable statements as well as reclassification of balances.

These summarised consolidated annual financial statements were approved by the board of directors on 25 February 2014.

Accounting policies

The accounting policies adopted and methods of computation used in the preparation of the summarised consolidated annual financial statements are in terms of IFRS and
are consistent with those of the consolidated annual financial statements for the year ended 31 December 2012.

Audit opinion

The auditors, Deloitte & Touche, have issued their audit opinion on the group's financial statements for the year ended 31 December 2013.
These summarised consolidated annual financial statements have been derived from the group financial statements and the auditors expressed an unmodified opinion
thereon. A copy of their audit report on the group's financial statements and summarised consolidated annual financial statements is available for inspection at the
company's registered office.

Any reference to future financial performance included in this announcement has not been reviewed or reported on by the company's auditors.
The auditors' report does not necessarily cover all of the information contained in this audited results and dividend announcement. Shareholders are therefore advised
that, in order to obtain a full understanding of the nature of the auditors' work, they should obtain a copy of that report, together with the accompanying financial
information from the registered office of the company.
Change in directorate

Grindrod announces that, following the celebration of his 70th birthday, the chairman of the board, Mr Ivan Clark, will retire at the forthcoming AGM on 28 May 2014
in terms of Grindrod's policy. Since his appointment in 1977, Ivan has made a significant contribution in his various roles to the group's development, diversification
and future sustainability.
The board has elected Mr Mike Hankinson to succeed Ivan as the new chairman after the AGM, effective 30 May 2014. Mike has served on the Grindrod board since
December 2009 and is, in addition to being a member of the audit committee, chairman of both the remuneration and nomination and the social and ethics committees.
Mike also serves as chairman of the boards of Spar Group Limited and Brandcorp Holdings Proprietary Limited and as a non-executive director of Illovo Sugar Limited.
Former appointments include those of CEO of Dunlop and Romatex Limited.
We are further pleased to announce the appointment of Mr Nkululeko Sowazi as independent non-executive director with immediate effect. Nkululeko is the chairman of
Kagiso Tiso Holdings Proprietary Limited and Litha Healthcare Holdings and currently serves as a non-executive director on the boards of, inter alia, Exxaro Resources
Limited and Actom Holdings Proprietary Limited.
Nkululeko holds an MA from the University of California, Los Angeles (UCLA) and has over 15 years' experience in investment management and vast knowledge of and
exposure to the mining, infrastructure and financial services sectors. His appointment will strengthen the collective skills base of the board. We are confident that
Nkululeko will make a significant contribution to the Grindrod board.
We thank Ivan for his guidance and leadership and congratulate Mike and Nkululeko on their respective appointments.
Post balance sheet events
There are no material post balance sheet events to report.
Prospects
Grindrod is well positioned to further capitalise on its well-developed opportunities using its extensive experience in the logistics value chain, respected brand and
shareholder support.
For and on behalf of the board
IAJ Clark AK Olivier
Chairman Chief Executive Officer
DECLARATION OF FINAL DIVIDEND
Preference dividend
Notice is hereby given that a gross final dividend of 377,0 cents per cumulative, non-redeemable, non-participating and non-convertible preference share
(2012: 379,0 cents) has been declared out of income reserves for the year ended 31 December 2013, payable to preference shareholders in accordance with the timetable.

In terms of the dividend tax effective since 1 April 2012, the following additional information is disclosed:
- The local dividend tax rate is 15 per cent;
- No secondary tax on companies (STC) credits will be utilised for the final preference dividend;
- 7 400 000 cumulative, non-redeemable, non-participating and non-convertible preference shares are in issue;
- The final net preference dividend is 320,45000 cents per share for preference shareholders who are not exempt from dividends tax; and
- Grindrod Limited's tax reference number is 9435/490/71/0.

Ordinary dividend
Notice is hereby given that a gross final dividend of 17,1 cents per ordinary share (2012: 15,4 cents) has been declared out of income reserves for the year ended
31 December 2013, payable to ordinary shareholders in accordance with the timetable.
In terms of the dividend tax effective since 1 April 2012, the following additional information is disclosed:
- The local dividend tax rate is 15 per cent;
- No STC credits will be utilised for the final ordinary dividend;
- 600 765 314 ordinary shares are in issue;
- The final net ordinary dividend is 14,53500 cents per share for ordinary shareholders who are not exempt from dividends tax; and
- Grindrod Limited's tax reference number is 9435/490/71/0.
Timetable

Declaration date Thursday, 27 February 2014
Last day to trade cum dividend Thursday, 13 March 2014
Shares commence trading ex dividend Friday, 14 March 2014
Record date Thursday, 20 March 2014
Dividend payment date Monday, 24 March 2014

No dematerialisation or rematerialisation of shares will be allowed for the period Friday, 14 March 2014, to Thursday, 20 March 2014, both days inclusive.
The dividends are declared in the currency of the Republic of South Africa.

By order of the board

Mrs CI Lewis
Group Company Secretary
25 February 2014

CORPORATE INFORMATION
Directors

IAJ Clark (Chairman)*, AK Olivier (Chief Executive Officer), H Adams**, AC Brahde** (Norwegian), JJ Durand*, MR Faku*, WD Geach**, GG Gelink**, IM Groves**,
MJ Hankinson**, DA Polkinghorne, DA Rennie, NL Sowazi**, PJ Uys (alternate)*, MR Wade (British), AG Waller (Group Financial Director), SDM Zungu**
(* Non-executive, ** Independent non-executive)

Registered office
Quadrant House
115 Margaret Mncadi Avenue
Durban
4001
PO Box 1, Durban, 4000
Transfer secretaries
Computershare Investor Services Proprietary Limited
70 Marshall Street
Johannesburg
2001
PO Box 61051, Marshalltown, 2107
Sponsor
Grindrod Bank Limited
Third Floor
Grindrod Towers
8A Protea Place
Sandton
2196
PO Box 78011, Sandton, 2146
For more information, please refer to www.grindrod.co.za

Date: 27/02/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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