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GNDE - Grindrod Limited - Empowerment Transaction And Fur

27/11/2003 17:57:36

Grindrod Limited - Empowerment Transaction And Further Cautionary Announcement
(Incorporated in the Republic of South Africa)
(Registration number: 1966/009846/06)
(JSE Code: GND & ISIN Code: ZAE000030805)
(JSE Code: GNN & ISIN Code: ZAE000030813)
("Grindrod" or the "Company")
EMPOWERMENT TRANSACTION AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcement dated 12 November 2003, shareholders are
advised that Grindrod has signed a Heads of Agreement ("HoA") with an
empowerment consortium led by Jay & Jayendra (Proprietary) Limited
("Consortium") to acquire a 25,1% interest in Grindrod, details of which are set
out in 2 below ("Investment").
2. DETAILS OF THE PROPOSED TRANSACTION
In terms of the HoA, the Investment will be structured as follows:
Grindrod will issue to the Consortium 2 900 000 ordinary shares and 6 750 000
'N" ordinary shares at an issue price 970 cents per share. This issue
represents approximately 10% of the issued share capital of Grindrod and will be
issued in terms of the general authority to issue shares for cash ("General
issue");
the Consortium will enter into a subscription agreement with Grindrod in terms
of which the Consortium will subscribe for a further 5 850 000 ordinary shares
and 13 700 000 'N" ordinary shares at an issue price of 1400 cents per share
("Subscription"), representing approximately 15,1% of the issued share capital
of Grindrod.
The Subscription must be made at any time after year 1, but before the end of
year 4, from the date of the subscription agreement.
3. RATIONALE
Grindrod has always been supportive of the concept of black economic empowerment
and has to this extent already done several empowerment transactions at
operating level. The Investment expands this initiative to the Grindrod Limited
shareholder level.
4. CONDITIONS PRECEDENT
4.1 The Investment is subject to inter alia, the following conditions
precedent:
- the finalisation of the subscription agreement between the parties; and
- the Consortium finalising the necessary funding documentation for the General
issue.
4.2 The subscription is in addition, subject to the following conditions
precedent:
regulatory approvals from inter alia, the JSE Securities Exchange South Africa
("JSE"); and
approval of the subscription agreement by Grindrod shareholders in general
meeting.
5. FURTHER CAUTIONARY
A further detailed announcement will be made in due course once the terms of the
Investment have been finalised. Shareholders are advised to continue exercising
caution in dealings in the securities of the Company until such time.
Durban
27 November 2003
Merchant Bank Sponsor
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Marriott Merchant Bank Limited Exchange Sponsors (Proprietary) Limited
Attorneys Advisors to Consortium
(logo) (logo)
Garlicke & Bousfield First South Capital
Incorporated
Date: 27/11/2003 05:15:03 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department

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