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GNDE - GRINDROD LIMITED - Results of the accelerated bookbuild offering

09/05/2014 09:28:00

GNDP GND 201405090015A
Results of the accelerated bookbuild offering

GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/009846/06)
JSE share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106
("Grindrod" or "the Company")

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

RESULTS OF THE ACCELERATED BOOKBUILD OFFERING

Shareholders are referred to the announcement released on SENS on Thursday, 8 May 2014 regarding an accelerated
bookbuild offering to qualifying investors ("Bookbuild").

Grindrod is pleased to announce that it has successfully priced and closed the Bookbuild.

The Bookbuild was significantly oversubscribed and, in light of the very strong demand, the Bookbuild was upsized to R2.4
billion. 96 million new Grindrod ordinary shares ("Bookbuild Shares") were placed with qualifying investors at a price of
R25.00 per Bookbuild Share.

The issue price represents a discount of 1.6% to the closing price of Grindrod shares on Thursday, 8 May 2014.

Subject to approval by the JSE Limited ("JSE"), listing and trading of the Bookbuild Shares is expected to commence at
09h00 on Friday, 16 May 2014.

Durban
9 May 2014

Bookrunner and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)


This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to
change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.

The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an
exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer
of the Bookbuild Shares in the United States.

Neither this announcement nor the Bookbuild constitutes or is intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act 71 of 2008 (as amended) ("the South African Companies Act"). In South Africa
this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged in only with, persons in South Africa who (i) fall within
the categories of persons set out in section 96(1)(a) of the South African Companies Act or (ii) who are persons who
subscribe, as principal, for Bookbuild Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of
the South African Companies Act.

In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a
Relevant Member State), this announcement and any offer if made subsequently is directed exclusively at persons who are
qualified investors within the meaning of the Prospectus Directive (Qualified Investors). For these purposes, the expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.








In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as
relevant persons). Persons who are not relevant persons should not take any action on the basis of this announcement and
should not act or rely on it.

This announcement has been issued by and is the sole responsibility of Grindrod. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the bookrunner or
by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. Any investment decision to acquire securities pursuant to the Bookbuild must be made solely
on the basis of publicly available information. Any such information has not been independently verified by the bookrunner.

The bookrunner is acting for Grindrod, and no one else, in connection with the Bookbuild and will not be responsible to
anyone other than Grindrod for providing any protections offered to clients of the bookrunner, nor for providing advice in
relation to the Bookbuild.






Date: 09/05/2014 09:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

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