GNDE - GRINDROD LIMITED - Launch of accelerated bookbuild offering

08/05/2014 17:10:00

GND 201405080054A
Launch of accelerated bookbuild offering

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



1. Introduction

Grindrod announces the launch of an offering of new ordinary shares ("Bookbuild Shares")
to raise approximately R2.0 billion through an accelerated bookbuild offering ("Bookbuild")
to qualifying investors ("Bookbuild"). The Company reserves the right to increase the size of
the Bookbuild, subject to demand.

The proceeds of the Bookbuild are intended to be used primarily for the development of
port, terminal and rail capacity as well as further investment within the agriculture sector.

2. Terms of the Bookbuild

The Bookbuild is offered through an accelerated bookbuild process to qualifying investors
only and does not constitute nor is it intended to constitute an offer to the public to
purchase or subscribe for any shares.

The initial price range at which the Bookbuild Shares are being offered is R24.50 to today's
closing price.

The book for the Bookbuild is open with immediate effect and is expected to close today
(Thursday, 8 May 2014). Pricing and allocations will be announced as soon as practicable
following the closing of the book. Listing and trading of the Bookbuild Shares on the JSE
Limited is expected to commence on Friday, 16 May 2014.

3. Shareholder commitments

Remgro Limited ("Remgro"), through Industrial Partnership Investments Proprietary
Limited, has undertaken to submit an order of R800 million into the book of demand at the
clearing price of the Bookbuild. The Grindrod family, through Grindrod Investment
Proprietary Limited ("Grindrod Investments"), has undertaken to submit an order of R250
million into the book of demand at the clearing price of the Bookbuild.

The allocations to Remgro and the Grindrod Investments are not guaranteed and their
orders will be scaled back in the event that the Bookbuild is over-subscribed.
4. Bookrunner

Rand Merchant Bank, a division of FirstRand Bank Limited, is acting as bookrunner for the
Bookbuild. For further information, please contact Chris Meyer on +27 (0)11 282 8286.

8 May 2014

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: 08/05/2014 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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