Taylor Maritime Investments : Offer to Purchase - Grindrod Shipping Holdings Limited

Offer to Purchase for Cash

by

Good Falkirk (MI) Limited,

an indirect wholly-owned subsidiary of Taylor Maritime Investments Limited,

of

all of the issued ordinary shares, other than shares held by Good Falkirk (MI) Limited and shares held in treasury, in the capital of

GRINDROD SHIPPING HOLDINGS LTD.

at

$21.00 Per share

to be paid in conjunction with a Special Dividend from such Company of $5.00 per share representing an aggregate Transaction Value to Company shareholders of $26.00 per share

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK TIME ON

NOVEMBER 28, 2022, UNLESS THE OFFER IS EXTENDED.

Good Falkirk (MI) Limited (''Offeror''), a Republic of Marshall Islands company and indirect wholly owned subsidiary of Taylor Maritime Investments Limited, a Guernsey company limited by shares with a listing on the premium segment of the Official List of the London Stock Exchange (''TMI''), is offering to purchase all of the issued ordinary shares (the ''Shares''), other than Shares held by Offeror and Shares held in treasury, in the capital of Grindrod Shipping Holdings Ltd., a Singapore public company (the ''Company''), at a price of $21.00 per Share (the ''Offer Price''), payable to the holder thereof in cash, without interest thereon, to be paid in conjunction with a special dividend from the Company of $5.00 per Share (the ''Special Dividend''), representing an aggregate transaction value to Company shareholders of $26.00 per Share (the ''Transaction Value''), less any required withholding tax, all upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal, as they may be amended from time to time (the ''Offer'').

The Offer is being made pursuant to the Implementation Agreement. There is no financing condition to the Offer. However, the Offer is subject to various other conditions. A summary of the principal terms of the Offer appears on pages 2 through 10 of this Offer to Purchase. You should read this entire Offer to Purchase carefully before deciding whether to accept and tender in the Offer.

On August 26, 2022, the last full trading day before the public announcement of the Offer, the closing price of the Company's Shares reported on the Nasdaq Global Select Market (''NASDAQ'') was $20.50 per Share and ZAR331.03 on the Main Board of the Johannesburg Stock Exchange (the ''JSE''). On October 27, 2022, the last full trading day before the commencement of the Offer, the closing price of the Company's Shares reported on the NASDAQ was $25.88 per Share and ZAR462.00 on the JSE. You should obtain a recent quotation for your Shares and seek independent financial advice prior to deciding whether or not to accept and tender in the Offer.

If you are in doubt about this offer you should consult your stockbroker, bank manager, solicitor or other professional advisor.

The Offer under this Offer to Purchase is part of a single offer that is being made on the same terms in the United States, Singapore, South Africa and other jurisdictions where the Offer may be legally extended. The Offer is being made in accordance with Regulations 14D and 14E under the U.S. Securities Exchange Act of 1934 and the Singapore Code on Take-overs and Mergers (the ''Singapore Code''), subject to certain exemptions granted by the U.S. Securities and Exchange Commission (the ''SEC'') and the Securities Industry Council of Singapore (the ''SIC'').

None of the SEC, the SIC or any state securities commission has approved or disapproved of the Offer or passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

Questions and requests for assistance with regard to the Offer may be directed to Georgeson LLC (the ''Information Agent'') at its address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal and other related materials may be obtained from the Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials may also be found at the website maintained by the SEC at www.sec.gov.

IMPORTANT

If you wish to accept and tender in the Offer with respect to all or any portion of your Shares before the Offer expires, you should follow the instructions below:

• If you are a record holder of Shares (i.e., a share certificate representing Shares has been issued to you or you hold Shares directly in your name) you must:
• • complete and sign the enclosed Letter of Transmittal to Tender Shares (the ''Letter of Transmittal'') in accordance with its instructions and deliver it, with any required signature guarantees and the documents required by the Letter of Transmittal, to Computershare Trust Company, N.A. (the ''Depositary'') at one of the addresses set forth on the back cover page of this Offer to Purchase, or
  • follow the procedures for book-entry transfer set forth in ''THE OFFER - Section 3. Tender Procedures.'' of this Offer to Purchase.

These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in ''THE OFFER - Section 3. Tender Procedures.'' of this Offer to Purchase.

• If you hold your Shares listed on NASDAQ through a broker, dealer, trust company, Depository Trust Company Participant (''DTCP''), bank or other nominee, contact your broker, dealer, trust company, DTCP, bank or other nominee and give instructions for your Shares to be tendered. Please note that the relevant intermediary may set an earlier deadline for communication by Company shareholders in order to permit such intermediary to communicate acceptances to the Depositary in a timely manner. Accordingly, if you hold Shares through a broker, dealer, trust company, DTCP, bank or other nominee, you should contact the relevant intermediary to obtain information about the deadline by which Shares must be tendered into the Offer and comply with the dates communicated by such intermediary. Such dates may differ from the dates and times noted in this Offer to Purchase. See ''THE OFFER - Section 3. Tender Procedures.''
• If you hold your Shares listed on the JSE through a Central Securities Depository Participant (''CSDP''), broker or other agent, contact your CSDP, broker or other agent and give instructions for your Shares to be tendered. Please note that the relevant intermediary may set an earlier deadline for communication by Company shareholders in order to permit such intermediary to communicate acceptances to the Depositary in a timely manner. Accordingly, if you hold Shares through a CSDP, broker or other agent, you should contact the relevant intermediary to obtain information about the deadline by which Shares must be tendered into the Offer and comply with the dates communicated by such intermediary. Such dates may differ from the dates and times noted in this Offer to Purchase. See ''THE OFFER - Section 3. Tender Procedures.''

	CONTENTS
		Page
SUMMARY TERM SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
SPECIAL FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
1.	Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
2.	Purpose and Reasons for the Offer; Plans for the Company after the Offer . . . . . . . . . . . . . . . .	18
3.	Recommendation by the Board of Directors of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
4.	Position of Offeror and TMI Regarding Fairness of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
5.	Summary of Evercore Presentation to Offeror and TMI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
6.	Effects of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
7.	Options Which May Be Considered if the Offer is Not Completed . . . . . . . . . . . . . . . . . . . . . .	30
8.	Dissenters' Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
9.	Transactions and Arrangements Concerning the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31

10. Related Party Transactions; Certain Transactions Between TMI and Its Affiliates and the

	Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
RULINGS AND RELIEF GRANTED BY THE SEC AND THE SIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
THE OFFER.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
1.	Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
2.	Acceptance for Payment and Payment for Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
3.	Tender Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
4.	Withdrawal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40

5. Effect of the Offer on the Market for the Shares; Nasdaq and JSE Listings; Exchange Act

	Registration; and Margin Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
6.	Certain Income Tax Consequences of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
7.	Price Range of Shares; Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
8.	Certain Information Concerning the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
9.	Certain Information Concerning Offeror and TMI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
10.	Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
11.	Conditions of the Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
12.	The Implementation Agreement; the Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
13.	Certain Legal Matters; Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	68
14.	Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	68
15.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
16.	Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF TMI AND OFFEROR . . . . . . . . . . . . . .	70
SCHEDULE II HOLDINGS AND DEALINGS DISCLOSURES IN COMPANY SECURITIES . . . . . . . .	72
1.	Holdings in Company Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
2.	Dealings in Company Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
3.	Other disclosures of interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	74
4.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
5.	Market Quotations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
APPENDIX A ADDITIONAL INFORMATION ON TMI AND OFFEROR . . . . . . . . . . . . . . . . . . . . . . . . .	77
1.	Offeror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
2.	Financial Summary of TMI and Offeror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
APPENDIX B ADDITIONAL INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
1.	Company Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
2.	Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
3.	Registered office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
4.	Material changes in financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79

i

SUMMARY TERM SHEET

This summary term sheet highlights important information contained in this Offer to Purchase (as it may be amended and supplemented from time to time), but it is intended to be an overview only and may not contain all the information that is important to you. You should carefully read this Offer to Purchase and the accompanying

Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal. In this Offer to Purchase, unless the context otherwise requires, all references to ''we,'' ''our'' and ''us'' refer to Good Falkirk (MI) Limited, the Offeror; all references to ''U.S.'' or ''United States'' refer to the United States of America, its territories, possessions and all areas subject to its jurisdiction; all references to ''South Africa'' refer to the Republic of South Africa; all references to ''$'' or ''USD'' refer to U.S. dollars and to ''ZAR'' refer to South African Rand; and a ''Business Day'' means any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required by applicable law to close.

What securities are we offering to purchase?

• We are offering to purchase all of the issued ordinary shares in the capital of Grindrod Shipping Holdings Ltd., a Singapore public company, other than Shares held by us and Shares held by the Company in treasury. The Shares are listed on NASDAQ under the symbol ''GRIN'' and secondarily listed on the Main Board of the JSE in South Africa under the symbol ''GSH''. See ''INTRODUCTION'' and ''THE OFFER
  - Section 1. Terms of the Offer.''

Who is offering to purchase your Shares?

• The Offer is being made by Good Falkirk (MI) Limited, a Republic of Marshall Islands company and indirect wholly owned subsidiary of Taylor Maritime Investments Limited, a Guernsey company limited by shares with a listing on the premium segment of the Official List of the London Stock Exchange. See ''THE OFFER - Section 9. Certain Information Concerning Offeror and TMI.''

What price are we offering to pay for your Shares and what is the form of payment?

• We are offering to pay, in consideration for each Share, an amount equal to $21.00 per Share, in cash, without interest and less any applicable withholding taxes, to be paid in conjunction with a Special Dividend, payable by the Company, of $5.00 per Share, representing an aggregate Transaction Value to Company shareholders of $26.00 per Share. If you tender your Shares into the Offer, you will receive such amount per Share, on the terms and subject to the conditions and restrictions contained in this Offer to Purchase and the related Letter of Transmittal.
• This Transaction Value represents a 26.8% premium to the last traded price per Share of $20.50 as quoted on NASDAQ on August 26, 2022, which was the last full trading day before Offeror, TMI and the Company publicly announced their entry into a letter of intent with respect to the Offer. It represents a premium of (i) 36.8% to the volume-weighted average price (''VWAP'') for the 30-day period prior to such announcement date, (ii) 30.8% to the VWAP for the 60-day period prior to such date, (iii) 14.7% to the VWAP for the 90-day period prior to such date, and (iv) 19.4% to the VWAP for the 180-day period prior to such date.
• South African exchange control permissions were granted to the Company in respect of the listing of the Company, outside of South Africa, on NASDAQ and a further approval was received by the Company from the South African Reserve Bank in respect of such exchange control permissions in the context of the Offer. In accordance with such approval, Company shareholders holding their Shares on the JSE will receive the Offer Price of $21.00 per Share, and the Special Dividend of $5.00 per Share, in the equivalent amount of South African Rand.
• • The Offer Price of $21.00 per Share will be converted into South Africa Rand at 9:00 a.m. London time (the ''Relevant Time'') on the South African Business Day following the date upon which the expiration time of the Offer occurs (the ''Relevant Date'') by applying the BFIX Fix Bid Rate at the Relevant Time. The BFIX Fix Bid Rate shall be the USD-ZAR Bloomberg FX Fixing data published by Bloomberg at the Relevant Time on the Relevant Date (as reasonably adjusted for any liquidity premium necessary to enable the achievability of the conversion of US$ into ZAR on the Relevant Date).

2

• Based on information provided to us by the Company, we expect that the Special Dividend of $5.00 per Share due to Company shareholders will be converted into South African Rand on the date that is three South African Business Days prior to the record date for the Special Dividend, set by the Company as November 25, 2022 (such record date, the ''Dividend Record Date''). ''South African Business Day'' means any day other than a Saturday, Sunday or other day on which the JSE is closed. We expect that the USD-ZAR exchange rate for such conversion will be announced, on such date, by the Company via the Stock Exchange News Service (SENS) electronic platform of the JSE.

See ''INTRODUCTION'' and ''THE OFFER - Section 1. Terms of the Offer'''; ''THE OFFER - Section 3. Tender Procedures - Settlement of the Consideration''; ''THE OFFER - Section 7. Price Range of Shares; Dividends.''

Will I need to pay any fees or commissions?

• If you are the record holder of your Shares (i.e., a share certificate representing Shares has been issued to you or you hold Shares directly in your name) and you tender your Shares to us in the Offer, you will not have to pay brokerage fees, commissions, or similar expenses.
• If you own or hold your Shares through a broker, dealer, trust company, Depository Trust Company Participant (''DTCP''), Central Securities Depository Participant (''CSDP''), bank or other nominee, and such intermediary accepts the Offer on your behalf, it may charge you a fee for doing so. You should consult your broker, dealer, trust company, DTCP, CSDP, bank or nominee.
  See ''INTRODUCTION'' and ''THE OFFER - Section 14. Fees and Expenses.''

Why are we making the Offer?

• The Offer represents the logical next move to consolidate our existing circa 26% minority stake in the Company into a positive controlling stake, creating a significant player and owner of mid-sizeddry-bulk ships benefiting from a larger commercial footprint in the market and from economies of scale achievable in the management of a larger fleet of vessels. See ''SPECIAL FACTORS - Section 2. Purpose and Reasons for the Offer; Plans for the Company after the Offer.''

Is there an agreement governing the Offer?

• Yes, TMI, Offeror and the Company have entered into a Transaction Implementation Agreement, dated as of October 11, 2022 (as the same may be amended, the ''Implementation Agreement''). The Implementation Agreement provides, among other things, for the terms and conditions of the Offer. See ''THE OFFER - Section 12. The Implementation Agreement; the Other Agreements.''

How long do I have to tender my Shares into the Offer?

• The Offer is scheduled to expire on November 28, 2022 at 11:59 p.m., New York time unless we extend the Offer.
• If, as of the expiration time, all Offer conditions have been satisfied, we shall irrevocably accept for payment all Shares that have been validly tendered and not withdrawn.
• Immediately following such acceptance time, we will provide for a subsequent offering period during which Company shareholders who have not previously validly tendered their Shares may do so. The subsequent offering period will last at least fifteen (15) Business Days. No withdrawal rights shall apply during the subsequent offering period.
  See ''INTRODUCTION'' and ''THE OFFER - Section 1. Terms of the Offer''; ''THE OFFER - Section 2. Acceptance for Payment and Payment for Shares.''

3