SEC Form SC 13G/A filed by Grindrod Shipping Holdings Ltd. (Amendment)
$GRIN
Marine Transportation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Grindrod Shipping Holdings Ltd.
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(Name of Issuer)
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Ordinary Shares, no par value
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(Title of Class of Securities)
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Y28895103
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(CUSIP Number)
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November 28, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. Y28895103
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13G | Page 2 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
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Grindrod Investments Proprietary Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of South Africa (RSA)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| -0- |
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6
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SHARED VOTING POWER
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| -0- |
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7
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SOLE DISPOSITIVE POWER
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| -0- |
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8
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SHARED DISPOSITIVE POWER
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| -0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| -0- |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. Y28895103
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13G | Page 3 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
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Nailsea Investments Proprietary Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of South Africa (RSA)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| -0- |
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6
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SHARED VOTING POWER
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| -0- |
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7
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SOLE DISPOSITIVE POWER
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| -0- |
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8
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SHARED DISPOSITIVE POWER
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| -0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| -0- |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. Y28895103
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13G | Page 4 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
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Nailsea Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of South Africa (RSA)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| -0- |
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6
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SHARED VOTING POWER
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| -0- |
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7
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SOLE DISPOSITIVE POWER
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| -0- |
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8
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SHARED DISPOSITIVE POWER
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| -0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| -0- |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. Y28895103
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13G | Page 5 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
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Walter James Grindrod
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of South Africa (RSA)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| -0- |
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6
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SHARED VOTING POWER
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| -0- |
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7
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SOLE DISPOSITIVE POWER
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| -0- |
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8
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SHARED DISPOSITIVE POWER
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| -0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| -0- |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. Y28895103
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13G | Page 6 of 9 Pages |
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Item 1(a).
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Name of Issuer:
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Grindrod Shipping Holdings Ltd. (the “Company”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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#03-01 Southpoint
200 Cantonment Road
Singapore 089763
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Item 2(a).
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Name of Person Filing:
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This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):
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(i)
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Grindrod Investments Proprietary Limited, (“Grindrod Investments”);
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(ii)
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Nailsea Investments Proprietary Limited, (“Nailsea Investments”);
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(iii)
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Nailsea Trust, (“Nailsea Trust”); and
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(iv)
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Walter James Grindrod.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The address of the business office of each of the Reporting Persons is:
c/o Baker Tilly Morrison Murray
20 Westville Road
Westville 3629
Kwazulu Natal
South Africa
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Item 2(c).
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Citizenship:
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Grindrod Investments and Nailsea Investments are resident private companies organized under the laws of the Republic of South Africa. Nailsea Trust is a resident trust organized under the
laws of the Republic of South Africa. Walter James Grindrod is a citizen of the Republic of South Africa.
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Item 2(d).
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Title of Class of Securities:
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Ordinary shares, no par value (the “Ordinary Shares”)
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Item 2(e).
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CUSIP Number:
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Y28895103
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Item 3.
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If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
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Not Applicable.
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CUSIP No. Y28895103
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13G | Page 7 of 9 Pages |
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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See Item 9 of the attached cover pages.
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(b)
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Percent of class:
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See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Item 8 of the attached cover pages.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five
percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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Each of the Reporting Persons hereby makes the following certification:
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CUSIP No. Y28895103
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13G | Page 8 of 9 Pages |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. Y28895103
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13G | Page 9 of 9 Pages |
SIGNATURE
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.
Dated: December 1, 2022
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GRINDROD INVESTMENTS
PROPRIETARY LIMITED
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By:
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/s/ Walter James Grindrod
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Name:
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Walter James Grindrod
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Title:
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Director
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NAILSEA INVESTMENTS
PROPRIETARY LIMITED
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By:
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/s/ Walter James Grindrod
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Name:
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Walter James Grindrod:
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Title:
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Director
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NAILSEA TRUST
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By:
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/s/ Walter James Grindrod
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Name:
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Walter James Grindrod
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Title:
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Trustee
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WALTER JAMES GRINDROD
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By:
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/s/ Walter James Grindrod
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Name:
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Walter James Grindrod
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