Grindrod Shipping announces result of 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.

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