20 June
2024
Taylor
Maritime Investments Limited (the "Company" or "TMI")
Grindrod
Shipping Holdings Ltd announces result of the extraordinary general
meeting ("EGM")
Taylor Maritime Investments
Limited, the specialist dry bulk shipping
investment company, announces
that its subsidiary, Grindrod Shipping Holdings
Ltd. ("Grindrod Shipping"), today announced that at the EGM held on
20 June 2024, the special resolution to approve the selective
capital reduction ("SCR") was passed by participating shareholders
(being all shareholders other than the Company's wholly owned
subsidiary, Good Falkirk (MI) Limited "GF", and its concert
parties).
Grindrod Shipping will now commence
the application to the Singapore Court to seek approval of the SCR.
If the SCR is approved, Grindrod Shipping will become a
wholly owned subsidiary of the Company through its subsidiary GF
(which will own 100% of the shares in Grindrod Shipping - up from
82.33%) and Grindrod Shipping will be delisted from the NASDAQ and
JSE.
Further details can be found in the
announcement released by Grindrod Shipping.
Breach of Investment
Policy
On 28 October 2022, TMI shareholders
approved changes to the Company's investment policy which were
primarily made to facilitate the Grindrod Shipping acquisition
which closed on 20 December 2022. One of the changes was to
introduce an investment restriction of up to 40% of TMI's Gross
Asset Value for any single investment that confers majority or
entire ownership in a shipping business or company, with such limit
reducing to 30% within 18 months.
As at 19 June 2024, based on 31 March
2024 fair market values, TMI's investment in Grindrod Shipping was
estimated to represent 50% of TMI's unaudited Gross Asset Value.
As the Company has held less than
100% of the issued share capital of Grindrod Shipping since the
acquisition closed, it has continued to hold its interest in
Grindrod Shipping as a single investment within the TMI Group. The
Company has not been in a position to restructure the investment to
fully integrate it into the TMI Group within the 18-month period
referred to above, and, accordingly the Company will not
immediately be able to comply with the 30% investment limit in
respect of its holding in Grindrod Shipping.
However, following approval of the
SCR by Grindrod Shipping's participating shareholders on 20 June
2024 (and subject to further steps and approvals which are expected
to be completed by the end of September 2024) the Company expects
to own 100% of Grindrod Shipping (which will be delisted from
Nasdaq and the JSE) and should be in a position to further
integrate Grindrod Shipping into TMI.
Following completion of the SCR, and
as a part of the above integration process, the Company will assess
the steps required to enable it to fully comply with the limits set
out in its investment policy. One option that the Company is
considering, which would be facilitated by 100% ownership, would be
to collapse and reorganise the existing Grindrod Shipping corporate
structure. Following any such restructuring the specific
investment limits relevant to the Company's investment in Grindrod
Shipping as a corporate entity contained in the Company's
investment policy should cease to be applicable, noting that the
other investment restrictions contained within the Company's
investment policy (such as exposure to any single vessel) would
continue to apply and be adhered to.
For further
information, please contact:
Taylor Maritime Investments
Limited
Edward
Buttery
Camilla Pierrepont
|
IR@tminvestments.com
|
Jefferies International
Limited
Stuart
Klein
Gaudi Le
Roux
|
+44 20 7029
8000
|
Apex Group
Matt Falla
|
+44 20 3530 3107
|
|
|
|
|
Notes to Editors
About the Company
Taylor Maritime Investments Limited
is an internally managed investment company listed on the Premium
Segment of the Official List, its shares trading on the Main Market
of the London Stock Exchange since May 2021. The Company
specializes in the acquisition and chartering of vessels in the
Handysize and Supra/Ultramax bulk carrier segments of the global
shipping sector. The Company invests in a diversified
portfolio of vessels which are primarily second-hand. TMI's
fleet portfolio currently numbers 18 vessels in the geared dry bulk
segment. The ships are employed utilising a variety of
employment/charter strategies.
On 20 December 2022, the Company
announced it acquired a controlling majority interest in Grindrod
Shipping Holdings Ltd ("Grindrod") (NASDAQ:GRIN, JSE:GSH), a
Singapore incorporated, dual listed company on NASDAQ and the
Johannesburg Stock Exchange. Grindrod has an owned fleet of
17 dry bulk vessels complementary to the Company's fleet.
They are Japanese built, including ten Handysize vessels and seven
Supra/Ultramax vessels. Grindrod has seven vessels in its
chartered in fleet with purchase options on three.
The combined TMI and Grindrod fleet
numbers 38 vessels (including chartered in
vessels with purchase options).
The Company's target dividend policy
is 8 cents p.a. paid on a quarterly basis, with a targeted total
NAV return of 10-12% per annum over the medium to
long-term.
The Company has the benefit of an
experienced Executive Team led by Edward Buttery and who previously
worked closely together at Taylor Maritime. Taylor Maritime
was established in 2014 as a privately owned ship-owning and
management business with a seasoned team including the founders of
dry bulk shipping company Pacific Basin Shipping (listed in Hong
Kong 2343.HK) and gas shipping company BW Epic Kosan (formerly Epic
Shipping). The commercial and technical management arms of
Taylor Maritime were acquired by Grindrod in October
2023.
For more information, please
visit www.taylormaritimeinvestments.com.
About Geared Vessels
Geared vessels are characterised by
their own loading equipment. The Handysize and Supra/Ultramax
market segments are particularly attractive, given the flexibility,
versatility and port accessibility of these vessels which carry
necessity goods - principally food and products related to
infrastructure building - ensuring broad diversification of fleet
activity and stability of earnings through the cycle.
IMPORTANT NOTICE
The information in this announcement
may include forward-looking statements, which are based on the
current expectations and projections about future events and in
certain cases can be identified by the use of terms such as "may",
"will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue", "target", "believe" (or the negatives
thereon) or other variations thereon or comparable terminology.
These forward-looking statements are subject to risks,
uncertainties and assumptions about the Company, including, among
other things, the development of its business, trends in its
operating industry, and future capital expenditures and
acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
References to target dividend yields
and returns are targets only and not profit forecasts and there can
be no assurance that these will be achieved.
LEI: 213800FELXGYTYJBBG50