Result of General Meeting

RNS Number : 5084E

Taylor Maritime Investments Limited

28 October 2022

 

THIS ANNOUNCEMENT DATED 28 OCTOBER 2022 (THE "ANNOUNCEMENT") DOES NOT CONSTITUTE AN OFFER AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, OR FROM, ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA, SOUTH AFRICA, AND SINGAPORE IN WHICH THE INTRODUCTION OR IMPLEMENTATION OF THE OFFER (AS DEFINED BELOW) WOULD NOT BE IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.

28 October 2022

Taylor Maritime Investments Limited

Result of General Meeting

The Board of Taylor Maritime Investments Limited ("TMI" or the "Company"), the listed specialist dry bulk shipping company, is pleased to announce that at the General Meeting of the Company held earlier today, the resolution was passed on a poll. The results were as follows:

Resolution	For		Against		Withheld*
	Votes	%	Votes	%
Adoption of the New Investment Policy	229,581,946	99.99	20,718	0.01	9,254 votes

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. The resolution was proposed as an Ordinary Resolution.

In accordance with LR 9.6.18, detail of the resolution passed at the General Meeting, which is not in the ordinary course of business, is set out below.

THAT the Investment Policy of the Company be amended as described in paragraph 4 of Part 1 of the circular to Shareholders of the Company (the "Circular") and be adopted in the form produced to the meeting and initialled by the Chairman for the purpose of identification as the New Investment Policy of the Company in substitution for, and to the exclusion of, the Existing Investment Policy.

Following the passing of the resolution, the Board of the Company notes that the Company expects that offer documentation relating to the general voluntary offer to acquire the entire issued and to be issued share capital of Grindrod Shipping Holdings Ltd ("Grindrod Shipping") not already owned by Good Falkirk (MI) Limited (the "Offer") will be published and mailed to shareholders of Grindrod Shipping later today, commencing the initial offer period. A further announcement will be made with additional details following such publication and mailing.

ENDS

For further information, please contact:

Taylor Maritime Investments Limited    Edward Buttery  Camilla Pierrepont [e-mail] Jefferies International Limited    Stuart Klein  Gaudi Le Roux [phone]  Montfort Communications   Alison Allfrey  George Morris Seers [e-mail]   Sanne Fund Services (Guernsey) Limited (formerly Praxis Fund Services Limited) Matt Falla [phone]

Forward-Looking Statements

This Announcement contains forward-looking statements relating to a voluntary conditional cash offer by the Good Falkirk (MI) Limited (the "Offeror") to acquire all of the issued ordinary shares in the capital of Grindrod Shipping (other than shares held by the Offeror and shares held in treasury), which offer involves substantial risks and uncertainties that could cause any actual outcome to differ materially from those expressed or implied by such statements.

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Company's and the Offeror's, or, as applicable, the Grindrod Shipping's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information.

These forward-looking statements are subject to risks and uncertainties including, among other things, satisfaction or waiver of the conditions to closing of the Offer in the anticipated timeframe or at all, including uncertainties as to whether and how many of Grindrod Shipping's shareholders will tender their shares into any offer and the possibility that any agreed transaction is not consummated.

Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Company, the Offeror, nor the Grindrod Shipping undertakes any obligation to update publicly or revise any forward-looking statements, subject to compliance with any applicable laws and regulations and/or any other regulatory or supervisory body or agency.

Important Information

This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Grindrod Shipping or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that TMI and the Offeror filed, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that Grindrod Shipping intends to file with the SEC. Any solicitation and offer to buy shares of Grindrod Shipping is only being made pursuant to the Offer to Purchase and related tender offer materials. The Tender Offer Statement , including the offer to purchase, the related letter of transmittal and certain other offer documents (as they may be updated and amended from time to time), and the Solicitation/Recommendation Statement on Schedule 14d-9 contain important information. Any holders of shares are urged to read these documents carefully because they contain important information that holders of shares should consider before making any decision with respect to the tender offer. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer are expected to be available for free at the SEC's website at www.sec.gov. Copies of all documents filed with the SEC by TMI and/or the Offeror with regards to the Offer are expected to be available free of charge on TMI's website at www.taylormaritimeinvestments.com/investor-centre/shareholder-information/. Copies of the Offer to Purchase and the documents filed with the SEC by Grindrod Shipping are available free of charge on Grindrod Shipping's website at www.grinshipping.com/investorrelations. In addition, holders of shares may obtain free copies of the offer materials by contacting the information agent for the offer, Georgeson LLC, at 1290 Avenue of the Americas, 9^th Floor New York, NY 10104 and by telephone at [phone] (toll-free).

 

END

 

 

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