GNDE - GRINDROD LIMITED - Disposal of Grindrod's entire shareholding in Grindrod Shipping

23/09/2021 07:19:00

Disposal of Grindrod's entire shareholding in Grindrod Shipping GRINDROD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1966/009846/06) Share code: GND and GNDP ISIN: ZAE000072328 and ZAE000071106 ("Grindrod" or the “Company") DISPOSAL OF GRINDROD'S ENTIRE SHAREHOLDING IN GRINDROD SHIPPING 1. Introduction Grindrod shareholders are hereby advised that the Company has agreed to dispose of its entire direct and indirect shareholding (“Disposal”) in Grindrod Shipping Holdings Ltd. (“Grindrod Shipping”), being 1 841 962 Grindrod Shipping ordinary shares (“Sale Shares”), following an underwritten public offering (“Offering”). The Sale Shares amount to c. 9.6% of Grindrod Shipping's total issued share capital. 2. Rationale for the Disposal and use of proceeds Grindrod has communicated its commitment to dispose of investments that are non-core to its business, which includes Grindrod's investment in Grindrod Shipping. The Disposal is expected to result in an improved capital allocation reflective of the Company's strategy. 3. Information on Grindrod Shipping Grindrod Shipping, which originated in South Africa with roots dating back to 1910, is an international shipping company that owns, charters-in and operates a fleet of drybulk carriers and owns one medium range product tanker. The company is based in Singapore, with offices in London, Durban, Tokyo, Cape Town and Rotterdam. It has a primary listing on Nasdaq, with a secondary listing on the JSE Limited's (“JSE”) Main Board. 4. The Offering Jefferies LLC acted as the sole book-running manager for the Offering. Noble Capital Markets, Inc. acted as the co- manager for the Offering. 5. Results of the Disposal The Sale Shares were sold at a gross price of USD 13.50 (ZAR 199.94)¹ per Sale Share (“Sale Price”), raising total gross proceeds of USD 24.87 million (ZAR 368.27 million)¹. The Sale Price represents a discount of 14% to the Grindrod Shipping closing price of USD15.70 per share on Nasdaq on 22 September 2021. Accordingly, the Company's interest in Grindrod Shipping has been reduced from c. 9.6%% to 0%. Settlement of the Disposal is expected to occur on or about 27 September 2021. 6. Financial information The value of the net assets and profit attributable to the assets that are the subject of the Disposal were R287.9 million and R186.2 million, respectively (“Financial Information”), as at and for the six months ended 30 June 2021, respectively. The Financial Information has been extracted from Grindrod's unaudited condensed consolidated interim results for the six months ended 30 June 2021 (“Interim Results”). The accounting policies used in the preparation of the Interim Results are in terms of International Financial Reporting Standards and are consistent with those of the annual financial statements for the year ended 31 December 2020. The Interim Results are the responsibility of the board of directors of Grindrod. 7. Categorisation In terms of the JSE Listings Requirements, the Disposal is classified as a Category 2 transaction for Grindrod, which requires an announcement. Durban 23 September 2021 Sponsor Nedbank Corporate and Investment Banking, a division of Nedbank Limited 1. Converted at USD/ZAR 14.81 on 22 September 2021 (source: Bloomberg) Date: 23-09-2021 07:19:00 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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