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GNDE - SALIENT DATES FOR THE SPECIFIC REPURCHASE AND REST

15/01/2004 13:37:00

GRINDROD LIMITED - SALIENT DATES FOR THE SPECIFIC REPURCHASE AND RESTRUCTURING
OF SHARE CAPITAL
Grindrod Limited
(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")
SALIENT DATES FOR THE SPECIFIC REPURCHASE OF ORDINARY SHARES AND RESTRUCTURING
OF THE SHARE CAPITAL
1. INTRODUCTION
Shareholders are referred to the announcements dated 12 November 2003 and 19
December 2003, in which it was announced that Grindrod had reached an agreement
with Nedbank Limited, which, if successfully implemented, will result in
Grindrod repurchasing 8 958 956 ordinary shares ("repurchased shares"), at a
price of 1140 cents per ordinary share, plus acquisition and holding costs,
which are estimated to be 44 cents per ordinary share ("the specific
repurchase").
It was further announced that the Company would simplify its share capital by
consolidating the ordinary shares and "N" ordinary shares into one class of
share on a one for one basis ("the restructuring of the share capital"). The
restructuring will be done by reducing the par value of each ordinary share of 1
cent in the authorised and issued capital of the Company to 0.01 cent, and the
conversion of each resultant ordinary share of 0.01 cent in the authorised and
issued capital of the Company to an "N" ordinary share of 0.01 cent, such shares
upon conversion to rank pari passu in all respects with the existing "N"
ordinary shares of 0.01 cent each, and the renaming of the "N" ordinary shares
as ordinary shares.
2. SALIENT DATES AND TIMES
The salient dates and times in respect of the specific repurchase and the
restructuring of the share capital are set out below:
2004
Circular posted Wednesday, 14
January
Last day for receipt of proxies for
the general meetings of shareholders Tuesday, 3
by 10:00 February
General meetings of shareholders to Thursday, 5
commence at 10:00 (see note 2) February
Results of the general meetings Thursday, 5
released on Sens February
Finalisation date Thursday, 5
February
Results of the general meetings Friday, 6
published in the press February
Termination of the listing of the
repurchased shares on the JSE at the Monday, 9
commencement of trading February
Last date to trade Friday, 13
February
Trading in new ordinary shares Monday, 16
commences February
Suspension of the listing of the
ordinary and "N" ordinary shares on Monday, 16
the JSE from commencement of business February
Record date Friday, 20
February
Issue date of the new ordinary shares
from the commencement of trading Monday, 23
February
Termination of the listing of the
ordinary and "N" ordinary shares at Monday, 23
the commencement of trading February
Notes:
1. The dates and times may be subject to amendment. Any such amendment will
be published on Sens and in the press.
2. The times for the respective general meetings are as follows:
2.1 General meeting of all shareholders to approve the
specific repurchase and the restructuring of the share capital, at 10:00
(meeting 1);
2.2 General meeting of ordinary shareholders to confirm the
modification of rights agreement relating to such shareholders, as soon as
meeting 1 has been concluded (meeting 2);
2.3 General meeting of "N" ordinary shareholders to confirm the
modification of rights agreement relating to such shareholders, as soon as
meeting 2 has been concluded.
3. Share certificates in respect of ordinary and "N" ordinary shares may
not be dematerialised or rematerialised after Friday, 13 February 2004.
3. CIRCULAR TO SHAREHOLDERS
A circular to Grindrod shareholders, containing full details of the specific
repurchase and restructuring of the share capital and incorporating notices of
general meetings to approve the specific repurchase and restructuring of the
share capital, was posted to Grindrod shareholders on 14 January 2004.
Durban
15 January 2004
Merchant Bank Sponsor
Marriott Merchant Exchange Sponsors
Bank Limited (Proprietary) Limited
Date: 15/01/2004 12:59:04 PM Produced by the JSE SENS Department

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