Sec Form 13D Filing - Taylor Maritime Investments Ltd filing for GRINDROD SHIPPING HLDGS LTD SH (GRIN) - 2022-10-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

(Amendment No. 4)

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Grindrod Shipping Holdings Ltd.

(Name of Issuer)

 

Ordinary Shares, no par value

(Title of Class of Securities)

 

Y28895103

(CUSIP Number)

 

Edward David Christopher Buttery

Taylor Maritime Investments Limited

Sarnia House

Le Truchot

St Peter Port

Guernsey

GY1 1GR

+44 1481 737600

With a copy to:

 

Ted Kamman

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 318-3140

(Name, Address, and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 11, 2022**

(Date of Event which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

(1) Based on 18,996,493 ordinary shares, no par value, outstanding as of October 7, 2022, based upon the representations by Grindrod Shipping Holdings Ltd. in the Implementation Agreement (as defined below).  On account of the Tender and Support Agreements (as defined and more fully described in Item 4 of this Amendment), the Reporting Person may be deemed to have shared indirect beneficial ownership of an additional 1,939,163 Shares beneficially owned by the Supporting Shareholders (as defined and described in Items 4 this Amendment). Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Subject Shares (as defined in Item 4 of this Amendment) for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(1) Based on 18,996,493 ordinary shares, no par value, outstanding as of October 7, 2022, based upon the representations by Grindrod Shipping Holdings Ltd. in the Implementation Agreement (as defined below).  On account of the Tender and Support Agreements (as defined and more fully described in Item 4 of this Amendment), the Reporting Person may be deemed to have shared indirect beneficial ownership of an additional 1,939,163 Shares beneficially owned by the Supporting Shareholders (as defined and described in Items 4 this Amendment). Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Subject Shares (as defined in Item 4 of this Amendment) for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

EXPLANATORY NOTE

This Amendment No. 4 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 20, 2021 (as amended and supplemented, the “Schedule 13D”), is being filed on behalf of Taylor Maritime Investments Limited, a Guernsey company limited by shares (“Taylor Maritime”), and Good Falkirk (MI) Limited, a Marshall Islands company and wholly-owned subsidiary of Taylor Maritime (“Good Falkirk” and, together with Taylor Maritime, the “Reporting Persons”), with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Grindrod Shipping Holdings Ltd., a corporation incorporated in accordance with the laws of the Republic of Singapore (the “Issuer”).

Other than as specifically set forth below, all Items in the Schedule 13D remain unchanged. Capitalized terms in this Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

The tender offer by the Offeror referred to in this Amendment has not commenced. This Amendment is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that Taylor Maritime and Good Falkirk will file, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Issuer will file, with the SEC, in the event that the tender offer is commenced. Any solicitation and offer to buy Ordinary Shares of the Issuer will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Taylor Maritime, Good Falkirk and/or a subsidiary or affiliate thereof will file with the SEC a Tender Offer Statement on Schedule TO and other necessary filings and in connection therewith the Issuer will file a Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings with the SEC. Any such Tender Offer Statement (including an offer to purchase, a related letter of transmittal and certain other offer documents) and any such Solicitation/Recommendation Statement on Schedule 14d-9 will contain important information. Any holders of Ordinary Shares are urged to read these documents carefully if and when they become available because they will contain important information that holders of Ordinary Shares should consider before making any decision with respect to the tender offer. In the event that a tender offer is commenced, the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer will be made available for free at the SEC’s website at www.sec.gov. In addition, holders of the Ordinary Shares may obtain free copies of the Tender Offer Statement and other offer documents that Taylor Maritime and/or Good Falkirk will file with the SEC by contacting the information agent for the tender offer that will be named in the Tender Offer Statement, and the Solicitation/Recommendation Statement and the other documents filed by the Issuer with the SEC will be made available free of charge at grinshipping.com/investorrelations.

 

Item 3 of this Schedule 13D is hereby amended and supplemented by adding the following information:

Pursuant to, and subject to the terms and conditions contained in the Tender and Support Agreements (defined in Item 4 below), the Reporting Persons may be deemed to have acquired beneficial ownership of the Subject Shares (defined in Item 4 below) by virtue of the execution of the Tender and Support Agreements by the Reporting Persons and certain shareholders of the Issuer.  No payments were made by or on behalf of the Reporting Persons in connection with the execution of the Implementation Agreement or the execution of the Tender and Support Agreements.

The total amount of funds required by the Reporting Persons to consummate the Offer described in Item 4 below (the terms of which are hereby incorporated by reference) and to provide funding in connection with the Offer is up to approximately $306 million.  The Reporting Persons plan to finance the Offer through cash on hand and the proceeds of a senior debt facility with Nordea Bank ABP, Filial I Norge and Skandinaviska Enskilda Banken AB (publ) (collectively, the “Lending Banks”), pursuant to a facility agreement (the “Facility Agreement”), dated October 11, 2022, among, inter alia, Good Falkirk, Taylor Maritime, and the Lending Banks.

 

Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following information:

 

On October 12, 2022, Taylor Maritime and the Issuer jointly announced, through an offer announcement (the “Offer Announcement”), that they have entered into a transaction implementation agreement (the “Implementation Agreement”), dated October 11, 2022, among the Issuer (the “Company”), Taylor Maritime (the “Parent”) and Good Falkirk (the “Offeror”) providing for a voluntary conditional cash offer (the “Offer”) to be made by the Offeror for all the issued Ordinary Shares (the “Shares”) in the capital of the Company (other than Shares held by the Offeror and Shares held in treasury), in accordance with Regulations 14D and 14E under the Exchange Act and the Singapore Code on Take-overs and Mergers (the “Singapore Code”), subject to certain exemptions granted by the SEC and the SIC.

 

The following is a summary of certain provisions of the Implementation Agreement and the Tender and Support Agreements.  The summary of the Implementation Agreement and the Tender and Support Agreements in this Amendment, in each case, do not purport to be complete and are qualified in its entirety by reference to the full text of the Implementation Agreement and each Tender and Support Agreement, copies of which are attached hereto as Exhibits 99.6 through 99.8 and are incorporated by reference herein.

 

The Implementation Agreement and the Tender and Support Agreements have been included to provide investors with information regarding their terms. It is not intended to provide any other factual information about the Company, Parent, the Supporting Shareholders or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Implementation Agreement and Tender and Support Agreements were made only for purposes of the Implementation Agreement and Tender and Support Agreements as of the specific dates therein, are solely for the benefit of the parties to the Implementation Agreement and Tender and Support Agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Implementation Agreement and Tender and Support Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Implementation Agreement and Tender and Support Agreements, which subsequent information may or may not be reflected in the Company’s or Parent’s public disclosures. The Implementation Agreement and Tender and Support Agreements should not be read alone, but should instead be read in conjunction with the other information regarding (a) the Parent, (b) the Offeror, (c) the Company, or (d) the Offer and other transactions contemplated by the Implementation Agreement, which information will be contained in or attached as an annex to the offer documents that the Parent and/or the Offeror will file, including a Tender Offer Statement on Schedule TO, and the Solicitation/Recommendation Statement on Schedule 14D-9 that the Company will file, in connection with the Offer and other transactions contemplated by the Implementation Agreement, as well as the other filings that the Parent, the Offeror and the Company will make with the SEC.

 

Initial Expiration Time

 

The Implementation Agreement provides that the Parent shall use reasonable best efforts to commence the Offer on the 14th day, but no later than the 21st day, after the issuance of the Offer Announcement (such time, the “Commencement Time”). Unless the Offer is extended and subject to any subsequent offering period, the Offer shall initially expire at 11:59 p.m., New York City time, on the later of (A) the 20th business day following (and including the day of) the Commencement Time and (B) the 28th day following (and not including the day of) the Commencement Time (such initial date and time, the “Initial Expiration Time”).  Subject to the satisfaction (or to the extent permitted, waiver) of conditions to the Offer and upon the terms set forth in the Implementation Agreement, the Offeror will, and the Parent will cause the Offeror to, consummate the Offer, accept for payment and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer, at a price of $21.00 per Share, payable to the holder thereof in cash, without interest thereon (the “Offer Price”), to be paid in conjunction with a special dividend from the Company of $5.00 per Share (the “Special Dividend”), representing aggregate consideration to holders of Shares of $26 per Share.

 

Extension of the Offer

 

The Implementation Agreement provides that the Offeror will extend the Offer for any period required by any applicable rule and regulation of the SEC or the staff thereof, NASDAQ or the JSE, or by the Singapore Code, subject to any relevant rulings from the SIC (the “SIC Rulings”), and any relevant exemptive and no-action relief from the SEC (the “SEC No-Action Relief”).  Subject to each party’s termination rights under the Implementation Agreement and upon other terms therein, if as of any then-scheduled expiration date, any condition to the Offer is not satisfied and has not been waived (if permitted), the Offeror shall extend the Offer on one or more occasions in consecutive increments of no less than 5 business days and no more than 10 business days each (or such other period as the Parent and the Company may agree in writing), until such time as all conditions to the Offer are satisfied or waived; provided that the Offer shall not be extended to more than 60 days after the Commencement Time unless otherwise agreed by the Parent and the Company with the prior written consent of the SIC.

 

If, immediately before 11:59 p.m., New York City time, on a business day after the Initial Expiration Time (other than any business day immediately preceding the date when the commercial banks in Norway, Singapore or South Africa close), all conditions to the Offer would be satisfied or waived (if permitted), the Offer shall expires at 11:59 p.m., New York City time, on such date, regardless of whether the Offer may previously have been extended beyond such date and time, to the extent such is permitted by the SEC No-Action Relief.  For the purpose of the Implementation Agreement, the “Expiration Time” means the date and time at which the Offer expires and is not subsequently extended pursuant to and in accordance with the Implementation Agreement.

 

Subsequent Offering Period

 

Immediately following the Expiration Time, the Offeror shall irrevocably accept for payment (the time of such acceptance, the “Acceptance Time”) all Shares validly tendered and not withdrawn as of such Expiration Time, and start a subsequent offering period of at least 15 business days (and one or more extensions thereof) for the Offer in accordance with Rule 14d-11 under the Exchange Act, the SEC No-Action Relief, the Singapore Code and the SIC Rulings (the “Subsequent Offering Period”). No withdrawal rights shall apply during the Subsequent Offering Period.

 

Termination of the Offer

 

The Implementation Agreement provides that the Parent and the Offeror shall not terminate or withdraw the Offer prior to the time the Offer expires (as may be extended), except in the event that the Implementation Agreement is terminated pursuant to its terms.  In the event of such termination, the Parent shall, to the extent permitted by the SIC, irrevocably and unconditionally terminate the Offer by no later than one business day after the termination of the Implementation Agreement, and promptly return and cause to be returned all tendered Shares to the registered holders thereof.

Treatment of Forfeitable Share Awards

 

At the Acceptance Time, the Company’s 2018 Forfeitable Share Plan shall be terminated and any portion of an outstanding award that is (i) unvested, or (ii) vested, but remains unsettled (the “Outstanding FSA”), shall become fully vested at the Acceptance Time by virtue of the Company’s compensation committee resolving to accelerate the vesting thereof. In respect of such Outstanding FSA:

 

 

 

 

Following payment by the Offeror to the Company of an amount equivalent to the Aggregate FSA Payment, the Company will promptly issue to the Offeror such number of Shares obtained by dividing the Aggregate FSA Payment by the Offer Price.

 

Each FSA Payment and Special Dividend Equivalent Payment will be made by the Company no later than the first payroll date immediately following the Acceptance Time, and the Parent, the Offeror and the Company shall be entitled to deduct or withhold from each such FSA Payment or Dividend Equivalent Payment, any amounts required to be deducted or withheld under applicable tax laws.

 

Representations and Warranties

 

The Implementation Agreement contains representations and warranties of the Company, subject to certain exceptions in the Implementation Agreement, in the Company disclosure letter delivered in connection with the Implementation Agreement and in the Company’s public filings, as to, among other things:

 

 

 

 

 

 

compliance of the financial statements of the Company included in such documents,

 

the establishment and maintenance of certain disclosure controls and procedures and internal control over financial reporting,

 

allegations, assertions or claims regarding the Company’s accounting practices and

 

compliance with applicable listing and corporate governance rules and regulations of NASDAQ and the JSE;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Implementation Agreement also contains representations and warranties of the Parent and the Offeror, subject to certain exceptions in the Implementation Agreement, as to, among other things: