SEC Form SC 13D/A filed by Grindrod Shipping Holdings Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)

 

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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)

August 25, 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 August 17, 2022, as reflected in the Form 6-K filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on August 17, 2022.

1	NAMES OF REPORTING PERSONS
	Taylor Maritime Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	BK, AF, WC, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,925,023
		8	SHARED VOTING POWER
			None
		9	SOLE DISPOSITIVE POWER
			4,925,023
		10	SHARED DISPOSITIVE POWER
			None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,925,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV, CO

 

(1)	Based on 18,996,493 ordinary shares, no par value, outstanding as of August 17, 2022, as reflected in the Form 6-K filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on August 17, 2022.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission 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.

 

Item 4 of this Schedule 13D is hereby amended and restated as follows:

 

On August 25, 2022, Taylor Maritime delivered a non-binding indicative offer proposal to the board of directors (the “Board”) of the Issuer (the “Offer Letter”), pursuant to which Taylor Maritime proposed to acquire 100% of the Issuer’s shares that Taylor Maritime or its affiliates and subsidiaries do not already own, for an aggregate cash consideration of US$26.00 per share, by means of a tender offer, at a cash purchase price of US$21.00 per share to be paid in conjunction with a special dividend from the Issuer of US$5.00 per share (the “Proposed Transaction”).  In connection with the Proposed Transaction, the Reporting Persons will seek to obtain access to, and review, due diligence materials from the Issuer pursuant to a confidentiality agreement with the Issuer and conduct exclusive discussions with the Issuer regarding the terms of the Proposed Transaction.

 

Taylor Maritime and the Issuer have entered into a non-disclosure agreement, dated as of August 24, 2022 (the “Confidentiality Agreement”), in connection with the Proposed Transaction.  In addition to provisions regarding the obligations of the parties to keep confidential non-public information exchanged by the parties, the Confidentiality Agreement includes a standstill provision (the “Standstill Provision”) which, subject to exceptions, restricts Taylor Maritime, its affiliates or associates, and their respective representatives from acquiring ownership of any securities or debt instruments of the Issuer, seeking to enter into any agreement, arrangement or understanding with respect to a business combination or other similar transaction involving the Issuer or engaging in certain other actions relating to the possible acquisition or control of the Issuer, for a period that generally lasts for 6 months from the date of the Confidentiality Agreement.

 

Taylor Maritime and the Issuer have further entered into an letter agreement, dated as of August 25, 2022 (the “Exclusivity Agreement”), pursuant to which Taylor Maritime has been granted a period of exclusivity by the Issuer to negotiate the Proposed Transaction.

 

The foregoing summary of (i) the Offer Letter, (ii) the Confidentiality Agreement, and (iii) the Exclusivity Agreement, in each case, do not purport to be complete and are qualified in their entirety by reference to the full text of the Offer Letter, the Confidentiality Agreement, and the Exclusivity Agreement, copies of which are attached hereto as Exhibits 99.2 through 99.4 and are incorporated by reference herein. The Proposed Transaction may result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary corporate transaction involving the Issuer, a change to the present Board of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the NASDAQ Global Select Market, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

 

The Reporting Persons may determine to accelerate or terminate discussions with the Issuer with respect to the Proposed Transaction, withdraw the Proposed Transaction, take any action to facilitate or increase the likelihood of consummation of the Proposed Transaction, or change their intentions with respect to any such matters, in each case at any time and without prior notice.  The Reporting Persons and their affiliates may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposed Transaction, including, without limitation, (i) engaging in discussions with other shareholders, potential sources of financing, advisors, and other relevant parties, and (ii) entering into confidentiality arrangements, financing commitments, and other agreements, arrangements and understandings as may be appropriate in connection with the Proposed Transaction.

 

There can be no assurance as to the outcome of any discussions related to the Proposed Transaction or that the Proposed Transaction will be consummated.  The consummation of the Proposed Transaction is subject to a number of contingencies that are beyond the control of the Reporting Persons, including the satisfactory completion of due diligence, finalization of funding arrangements, regulatory approvals, assistance from the Issuer’s Board and the satisfaction of any conditions to the consummation of a transaction set forth in any definitive offer document.  Except as may be required by law, the Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Reporting Persons have made a definitive offer to effect any such Transaction.

 

Other than as set forth above and in the Offer Letter, the Confidentiality Agreement, and the Exclusivity Agreement, none of the Reporting Persons nor (to the knowledge of the Reporting Persons) any person set forth on Appendix A-1 or Appendix A-2, as amended, has any present plan or proposal which would relate to or would result in any of the matters set forth in subparagraphs (a) to (j) of Item 4 of Schedule 13D (except as described herein or such as would occur upon or in connection with the completion of, or following, any of the actions described herein), although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose, and/or formulate plans or proposals with respect thereto.

 

 

Item 5 of this Schedule 13D is hereby amended and restated as follows:

 

 

 

Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following information:

 

The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

 

 

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