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GNDE - Grindrod Limited - Grindrod Limited - Abridged Pre

17/08/2005 17:05:19

Grindrod Limited - Grindrod Limited - Abridged Pre-Listing Statement And Private
Placement
GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/009846/06)
Share code: GND; ISIN code: ZAE000052247
('Grindrod' or 'the company')
ABRIDGED PRE-LISTING STATEMENT AND PRIVATE PLACEMENT BY GRINDROD OF 5 000 000
CUMULATIVE, NON-REDEEMABLE, NON-PARTICIPATING, NON-CONVERTIBLE PREFERENCE SHARES
('PREFERENCE SHARES') AT AN ISSUE PRICE OF R100,00 PER PREFERENCE SHARE ('THE
PRIVATE PLACEMENT')
A. PRIVATE PLACEMENT OF PREFERENCE SHARES BY GRINDROD
Investec Bank Limited is authorised to announce that the private placement by
Grindrod of 5 000 000 cumulative, non-redeemable, non-participating, non-
convertible preference shares with a par value of 0,031 cent each at a
subscription price of R100,00 per share, has been successfully concluded. The
private placement closed on Tuesday, 16 August 2005. Irrevocable undertakings
amounting to R500 million have been received from selected financial
institutions and other investors to subscribe for the preference shares. The
preference shares have been allocated at a coupon rate of 80% of the prime
overdraft rate, as quoted by FirstRank Bank Limited from time to time. As all
funds have been received, dividends will accrue as from today, Wednesday, 17
August 2005.
The anticipated date of listing will be at the commencement of business on
Monday, 22 August 2005 on the JSE Limited ('JSE') in the 'Specialist Securities
- Preference Shares' sector under the abbreviated name 'Grindrod Pref' (share
code: GNDP and ISIN: ZAE000071106).
B. ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to the public to
subscribe for preference shares in Grindrod but has been prepared for the
purposes of providing information on the preference shares and on Grindrod in
terms of the Listings Requirements of JSE Limited ('the JSE').
This abridged pre-listing statement is prepared and issued in terms of the
Listings Requirements relating to the private placement mentioned above.
Subscriptions could only be made for a minimum subscription amount of R100 000
per single addressee acting as principal. R200 million of the private placement
was underwritten by Investec Securities Limited.
1. INTRODUCTION AND PURPOSE
Grindrod wishes to take advantage of raising capital in a cost efficient manner
and the preference shares represent an attractive alternative investment
opportunity for the greater investment community. The capital raised will be
used to finance freight logistics and transportation expansion initiatives and
the further increase in the fleet of owned ships.
2. INFORMATION RELATING TO GRINDROD
The Grindrod group was founded in 1910 by Captain J E Grindrod. Several
investments and purchases took place over the years and in 1966 African Coasters
Holdings, now Grindrod Limited was incorporated. Grindrod Limited was listed on
the JSE in 1986, and is currently listed under the industrial transport sector,
shipping and ports sub-sector.
A number of partnerships and acquisitions have been concluded within the group
over the past decade. In particular, 1995 saw the successful negotiation for
the purchase of Safmarine's shareholding in Unicorn, and the Grindrod group had
full control and became the leading and only ship owner in South Africa. With
the acquisition of several key companies, such as Island View Shipping (1999),
the group's range of activities were significantly expanded.
The multi-faceted Grindrod group has grown in size and stature over the last few
years as the group has modernised its operations and further developed its land
freight operating activities.
The group's mission is to be a world respected shipping company operating from a
predominately international base, and to be the largest and first choice
logistics service provider in Southern Africa by land, sea and air, operating
from a broadbased black empowered South African group.
3. DIRECTORS
3.1 Directors
The full names, ages and addresses of the directors are set out below:
NON-EXECUTIVE
3.1.1 W M Grindrod (69) - BA; DEcon (hc)
Chairman
Appointed 1966
Business address: Quadrant House, 115 Victoria Embankment, Durban, 4001
3.1.2 D R D WHITE (68)
Deputy Chairman
Appointed 1991
Business address: 7 Torsvale Crescent, La Lucia Ridge Office Estate, 4051
3.1.3 H ADAMS (52)
Appointed 2000
Business address: 3rd Floor, 19 Jan Smuts Street, Foreshore, Cape Town, 8001
3.1.4 S M GOUNDEN (Dr) (46) - BEng; PhD
Appointed 2004
Business address: Founders 1 Building, Bartlett Road, Beyers Park, Boksburg,
1459
3.1.5 I M GROVES (60) - CA(SA)
Appointed 1986
Business address: Hyde Park Manor, South Block, 79 Hyde Lane, Hyde Park, 2196
3.1.6 N MTSHOTSHISA (60) - BCur (Unisa)
Appointed 2004
Business address: Telkom Towers, 152 Proes Street, Pretoria, 0002
3.1.7 R A NORTON (66) - BA; MA
Appointed 1998
Business address: Marriott at Kingsmead Office Park, Durban, 4001
3.1.8 R J H WHITLEY (64) - CA(SA)
Appointed 2002
Business address: 163 Loop Street, Pietermaritzburg, 3201
EXECUTIVE
3.1.9 I A J CLARK (61) - CA(SA)
Chief Executive Officer
Appointed 1993
Business address: Quadrant House, 115 Victoria Embankment, Durban, 4001
3.1.10 J G JONES (55)
Appointed 2002
Business address: 11th Floor, Grindrod House, 108 Victoria Embankment, Durban,
4001
3.1.11 T J T McCLURE (55) - DipM Law
Appointed 2002
Business address: 73 Ramsey Avenue, Berea, Durban, 4001
3.1.12 A K OLIVIER (45) - CA(SA)
Appointed 1999
Business address: St Magnes House, 8th Floor, East Wing, 3 Lower Thames
Street, London EC3R 68A
3.1.13 D A RENNIE (44)
Appointed 2002
Business address: 5th Floor, Grindrod House, 108 Victoria Embankment, Durban,
4001
3.1.14 A F STEWART (41) - CA(SA)
Group Financial Director
Appointed 2003
Business address: Quadrant House, 115 Victoria Embankment, Durban, 4001
3.1.15 L R STUART-HILL (41) - CA(SA)
Appointed 1999
Business address: Quadrant House, 115 Victoria Embankment, Durban, 4001
4. SHARE CAPITAL OF GRINDROD
Authorised and issued share capital
The authorised and issued share capital of Grindrod, before and after the
private placement of 5 000 000 preference shares, are set out below:
Before the private placement
Authorised R
550 000 000 ordinary shares of 0.01 cent each 55 000
7 500 000 cumulative, non-redeemable, non-participating, non- 2 325
convertible preference shares of 0.031 cent each
Issued
91 683 852 ordinary shares of 0.01 cent each 9 168
Share premium 6 289 000
After the private placement
Authorised R
550 000 000 ordinary shares of 0.01 cent each 55 000
7 500 000 cumulative, non-redeemable, non-participating, non- 2 325
convertible preference shares of 0.031 cent each
Issued
91 683 852 ordinary shares of 0.01 cent each 9 168
5 000 000 cumulative, non-redeemable, non-participating, non- 1 550
convertible preference shares of 0.031 cent each
Share premium 506 287 450
5. DETAILS OF THE PRIVATE PLACEMENT AND LISTING
5.1 Particulars of the private placement
Issue price per preference share R100.00
(which equates to a premium of R99.99969 per
preference share)
Dividend yield based on deemed value of R100,00 80% of Prime
Minimum Rand value of subscription per subscriber
acting as principal R100 000
Number of preference shares placed 5 000 000
Amount raised in terms of the offer for subscription R500 million
5.2 Important dates
Previously reported proposed listing date Thursday, 18 August 2005
Revised proposed listing date (09h00) Monday, 22 August 2005
5.3 Private placement
Prior to the issue of the pre-lsiting statement, 5 000 000 preference shares
with a par value of 0.031 cent were placed with select investors at a
subscription price of R100,00 per preference share thereby raising R500 million.
5.4 Listing of the preference shares on the JSE
The JSE has granted Grindrod a listing of 5 000 000 preference shares in the
Specialist Securities - 'Preference Shares' sector of the JSE lists, under the
abbreviated name 'Grindrod Pref' (share code: GNDP and ISIN: ZAE000071106), from
the commencement of trade on Monday, 22 August 2005.
6. SALIENT FEATURES OF THE PREFERENCE SHARES
The preference shares will be cumulative, non-redeemable, non-participating and
non-convertible and preference dividends will be payable on the date upon which
a preference dividend is declared to be payable, which must be a date prior to
the date upon which the company pays its dividends, if any, to holders of its
ordinary shares in respect of the same dividend period.
6.1 Voting rights
The preference shares are non-voting, save in those circumstances prescribed
under section 194 of the Companies Act, No. 61 of 1973, as amended ('the Act'),
and as recorded in Article 8A of Grindrod's Articles of Association. Preference
shareholders will only be entitled to vote during periods when a preference
dividend or any part of it remains in arrear and unpaid after 120 days from the
expiry of a dividend period, and when resolutions are proposed which directly
affect any rights attaching to the preference shares or which affect the
interests of preference shareholders.
Based on the current issued ordinary share capital of Grindrod as set out in
paragraph 0 above and the issue and listing of 5 000 000 new preference shares,
the total voting rights attributable to the preference shareholders in terms of
the requirements of section 194 of the Act and Article 8A of Grindrod's Articles
of Association, will be 14.46% of the total voting rights of all the
shareholders at a meeting of all shareholders.
A holder of any preference share shall, when that holder is entitled to vote in
respect of a resolution for which a shareholder's resolution is required in
terms of the JSE Listings Requirements, have (on the basis of the provisions set
out in Section 195(4)(b) of the Act):
(a) the number of votes in respect of all preference shares of a class held by
that holder, which is calculated (based on the number of votes attributable to
the relevant shares using their par value) pro rata to all the issued preference
shares, irrespective of class, of the company, which issued preference shares
are entitled to be voted at the relevant meeting;
(b) which number of votes shall be limited to that preference shareholder's said
pro rata portion of the number of votes equal to 25% less one vote, of the
number of votes to which all shareholders (including the holders of preference
shares of whatever class) are entitled to cast (based on the number of votes
attributable to the relevant shares using their par value) at the said meeting
(with any cumulative fraction of a vote in respect of any shares held by a
preference shareholder rounded down to the nearest whole number).
6.2 Entitlements to dividends
Each preference share will entitle the holder to receive, out of the profits of
the company which it determines to distribute, a preference dividend, in
priority to payment of dividends to holders of any other class of shares not
ranking prior to or pari passu with the preference shares. The preference
dividend rate is a rate per annum which is equal to 80 percent of the prime
rate, but shall be increased to 100% of the prime rate for so long as there are
any arrear dividends which remain unpaid after the preference dividend payment
date by which they should have been paid. The preference dividend payable per
preference share in respect of each dividend period shall be calculated by
multiplying the deemed value of the preference share by the preference dividend
rate (determined on a 365-day year, irrespective of whether the year is a leap
year or not) which shall be applied on a daily basis in arrear, for that
dividend period. All of the amounts calculated by such multiplication for each
day of the dividend period shall be aggregated to calculate the preference
dividend payable in respect of the entire dividend period. Because the
preference dividend rate is a percentage of the prime rate, the preference
dividend rate applicable during any dividend period shall vary in accordance
with any variations in the prime rate during that dividend period. The
preference dividends shall, if declared, accrue on the date on which they are
declared and be payable by no later than the preference dividend payment date.
The deemed value for the purpose of calculating a preference dividend shall be
an amount of R100.00, notwithstanding the actual issue price of a preference
share, plus, for any portion of a dividend period during which any arrear
dividends remain unpaid in respect of a preference share, the amount of such
arrear dividends.
Any arrear dividend shall accumulate until the date of payment thereof and be
paid by the company in preference to payments to any other class of shares in
the capital of the company not ranking prior to or pari passu with the
preference shares.
If there is an amendment or amendments to the Income Tax Act which results in
the preference dividends being taxable in the hands of the preference
shareholders and which results in payment of the preference dividends becoming a
deductible expense for the company, provided such amendment is uniformly
applicable to all corporate tax payers and not only because of the particular
circumstances of the company or any preference shareholder, the percentage of
the prime rate referred to above will be increased by the company. Such
increase will be limited to the extent that the company incurs a reduced cost in
servicing the preference shares, which cost savings it would not have obtained
but for such amendments to the Income Tax Act. If such amendments to the Income
Tax Act do not result in the company incurring reduced costs in servicing the
preference shares, then, notwithstanding that such amendment may result in a
decrease in the after-tax returns of any preference shareholder on its holding
of preference shares, no amendment shall be made to the percentage of prime rate
contemplated above. The company shall require its auditors to verify whether it
is obliged to increase the preference dividend in accordance with Article
8A.2.12 as set out in Annexure 2 accompanying the Pre-Listing Statement dated 18
August 2005 and, if so, the amount of the increase. The auditors in deciding on
such increase shall act as experts and not as arbitrators or quasi-arbitrators
and their decision shall, in the absence of manifest error, be final and binding
on the company and all preference shareholders. The costs of such auditors
shall be borne and paid by the company.
6.3 Return on windingup
Each preference share will rank pari passu with the other preference shares with
regard to dividends and repayment of capital on the winding-up of the company,
and shall, in both such respects, rank prior to the ordinary shares and any
other class of shares in the capital of the company that do not rank prior to or
pari passu with the preference shares. Each preference share shall confer upon
its holder the right of a return of capital on the winding-up of the company of
an amount equal to the sum of (i) all arrear dividends in respect of that
preference share; plus (ii) the preference dividend payable in respect of the
last dividend period; plus (iii) an amount equal to the aggregate of the nominal
value and premiums received by the company in respect of all preference shares
issued divided by the number of preference shares in issue.
7. COPIES OF THE PRE-LISTING STATEMENT
This abridged pre-listing statement is a summary of the full pre-listing
statement and has been prepared and issued in relation to the private placement
and the listing of the preference shares. It contains the salient features of
the pre-lsiting statement dated 18 August 2005, copies of which can be obtained
from:
* Grindrod Limited, Quadrant House, 115 Victoria Embankment, Durban;
* Exchange Sponsors (Pty) Limited, Hyde Park Manor, South Block, 79 Hyde Lane,
Hyde Park;
* Investec Bank Limited, 100 Grayston Drive, Sandton; and
* Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg.
Durban
17 August 2005
Transactional sponsor:
Investec Bank Limited
Lead sponsor:
Exchange Sponsors (Pty) Limited
Attorneys:
Garlicke & Bousfield
Underwriter:
Investec Securities Limited
Arranger:
Investec Bank Limited
Attorneys to the Arranger and Underwriter:
Werksmans Inc.
Date: 17/08/2005 04:57:20 PM
Produced by the JSE SENS Department

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