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GNDE - Specific repurchase results, withdrawal of caution

05/02/2004 12:02:26

Grindrod Limited - Specific repurchase results, withdrawal of cautionary on
black empowerment, trading update and cautionary announcement
GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/0009846/06)
(JSE Code: GND & ISIN Code: ZAE000030805)
(JSE Code: GNN & ISIN Code: ZAE000030813)
("Grindrod" or "the Company")
ANNOUNCEMENT RELATING TO:
RESULTS OF MEETINGS FOR THE SPECIFIC REPURCHASE OF ORDINARY SHARES AND
RESTRUCTURING OF THE SHARE CAPITAL
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT ON BLACK EMPOWERMENT
TRADING UPDATE AND CAUTIONARY ANNOUNCEMENT
1. RESULTS OF MEETINGS
Shareholders are referred to the announcement dated 15 January 2004 and are
advised that at the general meeting of shareholders held on Thursday, 5 February
2004, the special resolution in terms of which Grindrod will repurchase 8 958
956 Grindrod ordinary shares from Nedbank Limited, was passed by the required
majority of Grindrod shareholders.
In addition, at the general meeting of all shareholders and at the separate
meetings of the ordinary and "N" ordinary shareholders held on the same date,
the resolutions to approve the restructuring of Grindrod"s share capital, were
passed by the required majority of Grindrod shareholders at the respective
meetings.
The special resolutions have been lodged with the Registrar of Companies
for registration.
The dates published in the announcement dated 15 January 2004 remain
unchanged.
Following the restructuring of the share capital, the new share code for
Grindrod will be GND and the new ISIN Code will be ZAE000052247. These codes
will be effective from commencement of trade on Monday, 16 February 2004.
2. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT ON BLACK EMPOWERMENT
Shareholders are referred to the announcement dated 27 November 2003 in terms of
which shareholders were advised that a Heads of Agreement ("HOA") with an
empowerment Consortium led by Jay and Jayendra (Proprietary) Limited had been
concluded subject to certain conditions.
Shareholders are now advised the parties have decided not to proceed with the
structure of the transaction as outlined in the announcement dated 27 November
2003. However, Grindrod together with the Consortium continues to seek ways to
introduce the Consortium into the Grindrod group as a preferred empowerment
partner.
Shareholders are therefore advised that the cautionary announcement on the Black
Empowerment transaction has been withdrawn.
3. TRADING UPDATE AND CAUTIONARY ANNOUNCEMENT
In terms of the Listings Requirements of the JSE Securities Exchange South
Africa ("JSE"), a listed company is required to publish a trading statement as
soon as it becomes aware that its financial results for the next reporting
period will be substantially different from those of the corresponding period of
the previous year.
Shareholders are advised that it is anticipated that the earnings and headline
earnings for the year ended 31 December 2003 are likely to be substantially
higher ("substantially" being an increase greater than 30%, as defined in the
revised JSE Securities Exchange South Africa ("the JSE") Listings Requirements)
than those reported in the corresponding period of the previous year.
As the forecast has not been reviewed or reported on by the Company"s auditors,
shareholders are advised to exercise caution when dealing in the Company"s
shares on the JSE until the release of the final reviewed results for the year
ended 31 December 2003, which are expected to be published on or about 19
February 2004.
Durban
5 February 2004
Merchant bank Sponsor
Marriott Merchant Bank Exchange Sponsors (Pty) Ltd
Limited
Date: 05/02/2004 11:57:04 AM
Produced by the JSE SENS Department

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