UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number 001-38440
Grindrod Shipping Holdings Ltd.
#10-02 Millenia Tower
1 Temasek Avenue
Singapore 039192
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Grindrod Shipping Holdings Ltd. (“Grindrod
Shipping” or the “Company”) announced today the declaration and finalization announcement and the cash distribution
date in respect of the Company’s selective capital reduction pursuant to section 78G of the Companies Act 1967 of Singapore. A copy
of the press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
GRINDROD SHIPPING HOLDINGS LTD. |
| |
|
| Dated: July 19, 2024 |
/s/ Edward Buttery |
| |
Name: Edward Buttery |
| |
Title: Chief Executive Officer |
Exhibit 99.1
GRINDROD SHIPPING
HOLDINGS LTD.
(Incorporated in Singapore)
(Registration No.: 201731497H)
Primary listing on the
NASDAQ Global Select Market
Secondary listing on
the JSE Main Board
NASDAQ Share code: GRIN
and SEC CIK Number: CIK0001725293
JSE Share code: GSH
and ISIN: SG9999019087
(the “Company”)
GRINDROD SHIPPING
HOLDINGS LTD. ANNOUNCES DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE SELECTIVE CAPITAL REDUCTION AND THE CASH DISTRIBUTION
Grindrod
Shipping Holdings Ltd. (the “Company”) refers to the announcement by the board of directors (the “Board”)
dated 4 April 2024 in relation to the proposed selective capital reduction by the Company pursuant to section 78G of the Companies Act
1967 of Singapore (the “Selective Capital Reduction”) the circular issued by the Company to shareholders of the Company
(the “Shareholders”) dated 14 May 2024 (the “Circular”) in relation to the Selective Capital Reduction,
the extraordinary general meeting of the Company held on 20 June 2024 (the “EGM”), and the announcement by the Company
dated 20 June 2024 in relation to the results of the EGM.
As previously
announced by the Company in a press release issued on 17 July 2024, the High Court of the Republic of Singapore approved the Selective
Capital Reduction on Tuesday, 16 July 2024. Accordingly, the Company wishes to provide the following updates regarding the Selective
Capital Reduction.
Capitalised
terms not otherwise defined in this announcement (“Announcement”) shall have the meanings ascribed to them in the
Circular.
The Selective
Capital Reduction will take effect upon the lodgement of the Court Order (including any other documents prescribed by the Companies Act)
with the Registrar within 90 days from the date the Court Order is made (or within such longer period as the Registrar may allow) (the
“ACRA Lodgements”), which the Company intends to make on 16 August 2024 (the “Effective Date”).
Other than the ACRA Lodgements, there are no outstanding conditions to the Selective Capital Reduction becoming effective.
| 3 | SUSPENSION OF
TRADING – NASDAQ |
Trading of
the Shares on Nasdaq will be suspended with effect on and from 15 August 2024 at 20:00 United States Eastern Daylight Time.
Participating
Shareholders who hold Shares listed on Nasdaq as at the Effective Date shall be entitled to receive the Cash Distribution of US$14.25
per Participating Share.
| 4 | SUSPENSION OF
TRADING AND RECORD DATE – JSE |
Trading of
Shares on the JSE will be suspended with effect on and from Friday, 16 August 2024.
Participating
Shareholders who hold Shares listed on the JSE as at Tuesday, 20 August 2024 shall be entitled to receive their Cash Distribution of
US$14.25 in the equivalent amount of ZAR. In this regard, the USD-ZAR exchange rate for the Cash Distribution will be USD 1: ZAR 18.11500
(the “Selective Capital Reduction Cash Distribution Payment”).
The relevant
dates for the selective capital cash distribution payment are as follows:
| Last
day of trading on Nasdaq |
Thursday,
15 August 2024 |
| Last
day to trade on the JSE to be eligible to participate in the Selective Capital Reduction and receive Cash Distribution |
Thursday,
15 August 2024 |
| Suspension
of trading in shares on JSE |
Friday,
16 August 2024 |
| Effective
Date of the Selective Capital Reduction |
Friday,
16 August 2024 |
| Record
date for Cash Distribution for JSE purposes |
Tuesday,
20 August 2024 |
| Date
of payment of the Cash Distribution |
Wednesday,
21 August 2024 |
| Date
of submission of application letter to delist from the JSE |
Monday,
26 August 2024 |
| Expected
date of delisting of the Company from NASDAQ* |
Monday,
26 August 2024 |
| Date
of delisting of the Company from the JSE |
Friday,
30 August 2024 |
No repositioning
of shares between the JSE and the U.S. Register will be allowed between Thursday, 15 August 2024 and Tuesday, 20 August 2024 (both
dates inclusive).
Shareholders registered
on the South African section of the share register will not be allowed to dematerialise or rematerialise their shareholdings between
Friday, 16 August 2024 and Tuesday, 20 August 2024 (both dates inclusive).
A further announcement
will be made announcing the delisting of the Company from NASDAQ* |
| 5 | ADDITIONAL INFORMATION
FOR SOUTH AFRICAN RESIDENT SHAREHOLDERS OF GRINDROD SHIPPING HOLDINGS LTD. |
| · | Shareholders
registered on the South African branch register are advised that the Selective Capital Reduction
distribution of US$14.25 per ordinary share will be
converted to Rands using the USD/Rand spot rate from Nedbank Limited, as determined
on close of business on Thursday, 18 July 2024
of R18.11500. This will equate to a gross distribution
of 25 813.87500 South African cents per share. Grindrod Shipping Holdings Ltd. tax reference
number: 201731497H. |
| · | The
Selective Capital Reduction Distribution will be distributed by
the Company and is regarded as a “capital distribution” and is not taxable
register. |
| · | Singapore
does not impose withholding tax on capital distributions. |
| · | The
following is a high-level description of certain South African tax considerations relating
to the receipt or accrual by South African tax resident shareholders of Grindrod Shipping
Holdings Ltd (“GSHL”) (“SA Shareholder(s)”) of the
distribution to be declared and paid by GSHL as described herein (“Selective Capital
Reduction Distribution”). This information is not a substitute for independent
advice pertaining to the particular circumstances of a SA Shareholder. It is intended as
a general guide only, and is based on current South African tax legislation in force as at
the date of this document, which is subject to change at any time, possibly with retroactive
effect. Any such change could affect the tax considerations described below. SA Shareholders
should consult their own tax advisors with respect to the South African tax consequences
pertaining to the Capital Distribution. The below description is on the basis that the full
amount of the Capital Distribution received or accrued by the SA Shareholders constitutes
a “foreign return of capital” as defined in section 1 of the Income Tax Act,
58 of 1962. |
| · | The
Selective Capital Reduction Distribution should not be
subject to dividends tax. |
| · | If
a SA Shareholder holds the GSHL shares as capital assets, the SA Shareholder will
be required to reduce his/her/its base
cost in respect of the GSHL shares by the amount of the Selective Capital Reduction Distribution
received or accrued for capital gains tax purposes. To the extent that the Selective Capital
Reduction Distribution exceeds the base cost of the SA Shareholder, the amount of the excess
must be treated as a capital gain in determining the aggregate capital gain or aggregate
capital loss of the SA Shareholder. |
| · | If
a SA Shareholder holds the GSHL shares in terms of a scheme of profit making or as trading
stock, the SA Shareholder should obtain independent tax advice in respect of
the South African tax implications arising from the receipt of the Selective Capital
Reduction Distribution. |
For
more information, please refer to the Circular.
| 6 | RESPONSIBILITY
STATEMENT |
The
Board (including any Directors who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable
care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts
have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.
Where
any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the
Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the
case may be, reflected or reproduced in this Announcement.
| 7 | FORWARD-LOOKING
STATEMENTS |
This
announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act 1995 with respect
to Grindrod Shipping’s financial condition, results of operations, cash flows, business strategies, operating efficiencies, competitive
position, growth opportunities, plans and objectives of management, and other matters. These forward-looking statements, including, among
others, those relating to our future business prospects, revenues and income, are necessarily estimates and involve a number of risks
and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Accordingly,
these forward-looking statements should be considered in light of various important factors, including those set forth below. Words such
as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,”
“hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward looking
statements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable
by Grindrod Shipping at the time these statements were made. Although Grindrod Shipping believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements
involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of Grindrod Shipping. Actual results may differ materially from
those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially
from estimates or projections contained in the forward-looking statements include, without limitation, Grindrod Shipping’s future
operating or financial results; the strength of world economies, including, in particular, in China and the rest of the Asia-Pacific
region; cyclicality of the drybulk industry, including general drybulk shipping market conditions and trends, including fluctuations
in charter hire rates and vessel values; changes in supply and demand in the drybulk shipping industry, including the market for Grindrod
Shipping’s vessels; changes in the value of Grindrod Shipping’s vessels; changes in Grindrod Shipping’s business strategy
and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; competition within
the drybulk industry; seasonal fluctuations within the drybulk industry; Grindrod Shipping’s ability to employ Grindrod Shipping’s
vessels in the spot market and Grindrod Shipping’s ability to enter into time charters after Grindrod Shipping’s current
charters expire; general economic conditions and conditions in the coal industry; Grindrod Shipping’s ability to satisfy the technical,
health, safety and compliance standards of Grindrod Shipping’s customers; the failure of counterparties to Grindrod Shipping’s
contracts to fully perform their obligations with Grindrod Shipping; Grindrod Shipping’s ability to execute Grindrod Shipping’s
growth strategy; international political conditions, including additional tariffs imposed by China and the United States; potential disruption
of shipping routes due to weather, accidents, political events, natural disasters or other catastrophic events; vessel breakdowns; corruption,
piracy, military conflicts, political instability and terrorism in locations where we may operate, including the conflict between Russia
and Ukraine; fluctuations in interest rates and foreign exchange rates and changes in the method pursuant to which the Secured Overnight
Financing Rate and other benchmark rates are determined; changes in the costs associated with owning and operating Grindrod Shipping’s
vessels; changes in, and Grindrod Shipping’s compliance with, governmental, tax, environmental, health and safety regulations;
potential liability from pending or future litigation; Grindrod Shipping’s ability to procure or have access to financing, Grindrod
Shipping’s liquidity and the adequacy of cash flows for Grindrod Shipping’s operations; the continued borrowing availability
under Grindrod Shipping’s debt agreements and compliance with the covenants contained therein; Grindrod Shipping’s ability
to fund future capital expenditures and investments in the construction, acquisition and refurbishment of Grindrod Shipping’s vessels;
Grindrod Shipping’s dependence on key personnel; Grindrod Shipping’s expectations regarding the availability of vessel acquisitions
and Grindrod Shipping’s ability to buy and sell vessels and to charter-in vessels as planned or at prices we deem satisfactory;
adequacy of Grindrod Shipping’s insurance coverage; effects of new technological innovation and advances in vessel design; and
the other factors set out in “Item 3. Key Information-Risk Factors” in Grindrod Shipping’s Annual Report on Form 20-F
for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 27, 2024. Grindrod Shipping undertakes
no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after
the date of this press release or to reflect the occurrence of unanticipated events except as required by law.
| Company Contact: |
Investor Relations: |
| Edward Buttery |
Email: ir@grindrodshipping.com |
| CEO |
|
| Grindrod Shipping Holdings Ltd. |
|
| 1 Temasek Avenue, #10-02 Millenia Tower, |
|
| Singapore, 039192 |
|
| Email: ir@grindrodshipping.com |
|
| Website: www.grinshipping.com |
|
By
Order of the Board
19
July 2024
Sponsor:
African Bank Limited (Business and Commercial Banking Division)
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