REMGRO LIMITED – Statement and announcement of completion regarding the distribution of Grindrod shares to Remgro shareholders – SENS
Declaration and finalisation announcement regarding the distribution of Grindrod shares to Remgro shareholders
Incorporated in the Republic of South Africa
(Registration number: 1968/006415/06)
JSE and A2X share code: REM
DECLARATION AND FINALISATION ANNOUNCEMENT REGARDING THE DISTRIBUTION OF
GRINDROD LIMITED (“GRINDROD”) ORDINARY SHARES (“GRINDROD SHARES”) TO HOLDERS
OF REMGRO NO PAR VALUE ORDINARY SHARES AND REMGRO UNLISTED NO PAR VALUE B
ORDINARY SHARES (“REMGRO SHARES”)
1.1. Shareholders of Remgro (“Remgro Shareholders”) are advised that the directors of Remgro
(“Board”) have resolved to proceed with a distribution of Remgro’s shareholding in Grindrod to
Remgro Shareholders (“the Remgro Unbundling”).
1.2. In terms of the Remgro Unbundling, Remgro will distribute its entire shareholding of 25% in
Grindrod, by way of a distribution in specie to Remgro Shareholders as an unbundling transaction
in terms of section 46 of the Income Tax Act, No 58 of 1962 (“ITA”).
1.3. The purpose of this announcement is to provide Remgro Shareholders with information regarding
the Remgro Unbundling.
2.1. Remgro embarked on a realignment of its investment portfolio to ensure that it remains relevant,
and continues to deliver sustainable value for Remgro Shareholders.
2.2. Remgro has since 2011 had a good relationship with Grindrod and supported its strategy to unlock
value for its shareholders by refocusing on its core freight services business. Execution of this
strategy during recent years has yielded the desired outcomes and financial results, with the
market responding positively to the benefit of all Grindrod shareholders.
2.3. On the back of this performance, Remgro believes it is now the optimum time to unbundle its
Grindrod interest to the Remgro shareholders. The unbundling decision is underpinned by a firm
belief in the encouraging trajectory of Grindrod’s business and the strong management team to
deliver and fulfil Grindrod’s stated purpose and strategy. The unbundling will unlock value and
provide flexibility to Remgro Shareholders to assess their own position in respect of the Grindrod
shares, relative to their individual portfolios.
3. KEY TERMS OF THE REMGRO UNBUNDLING
3.1. As at the date of this announcement, Remgro holds 174,507,905 Grindrod Shares, constituting
25% of the Grindrod Shares in issue.
3.2. Remgro will distribute the 174,507,905 Grindrod Shares it holds (the “Unbundled Grindrod
Shares”) on a pro-rata basis to all the Remgro Shareholders as a dividend in specie.
3.3. Remgro Shareholders will receive 30.70841 Unbundled Grindrod Shares for every 100 Remgro
Shares held on the Record Date (as defined in paragraph 10 below). The transfer of the
Unbundled Grindrod Shares may result in fractional entitlements, which are dealt with in
paragraph 4 below.
3.4. The Remgro Unbundling will result in Remgro Shareholders holding a direct interest in Grindrod
through the Unbundled Grindrod Shares, which are listed on the securities exchange operated by
JSE Limited (“JSE”).
3.5. The tax implications of the Remgro Unbundling are set out in paragraph 0 below.
4. FRACTIONAL ENTITLEMENTS, CASH PROCEEDS AND APPLICABLE RATE
4.1. In accordance with the Listings Requirements of the JSE (“Listings Requirements”), fractional
entitlements of Grindrod Shares to which Remgro Shareholders become entitled in terms of the
Remgro Unbundling will be rounded down to the nearest whole Unbundled Grindrod Share. The
aggregated excess fractions of Unbundled Grindrod Shares, to which Remgro Shareholders
remain entitled, will be sold in the market, on Remgro Shareholders’ behalf, as soon as practicable
after the Remgro Unbundling. The cash proceeds of the sale of the fractional entitlements to
Unbundled Grindrod Shares (“Cash Proceeds”) will be paid to the relevant Remgro Shareholders
on the basis set out below, net of any applicable taxes (such as Securities Transfer Tax (“STT”))
4.2. The Cash Proceeds due to Remgro Shareholders will be determined at a 10% discount to the
volume weighted average trading price (“VWAP”) of Grindrod Shares on the JSE on the day on
which Remgro Shares will begin to trade ‘ex’ the entitlement to receive the Unbundled Grindrod
Shares, which is anticipated to be on Wednesday, 12 October 2022. The actual price used to
calculate the Cash Proceeds will be announced on the Stock Exchange News Service of the JSE
(“SENS”) by 11h00 on the following business day.
5. TREASURY SHARES
5.1. As at the date of this announcement, Remgro has 4,205,070 treasury shares in issue, held by
Industrial Partnership Investments Proprietary Limited (the “Treasury Company”).
5.2. Any Grindrod Shares received by the Treasury Company in terms of the Remgro Unbundling will,
following the Remgro Unbundling, be sold in the market at the best price that can reasonably be
obtained at the time of sale.
6. INFORMATION RELATING TO GRINDROD
6.1. Grindrod is a South African-based, JSE-listed company that was founded in 1910 and is
represented by subsidiaries, joint ventures and associated companies in 23 countries worldwide,
employing more than 3 900 skilled and dedicated people. Grindrod’s core segments include Ports
and Terminals, Logistics, Bank and Group. Non-core segments include Marine Fuels and Private
Equity and Property.
6.2. During 2021, Grindrod announced the establishment of a joint venture between Grindrod and the
Maersk Group to enhance container logistics and services business offerings.
6.3. On 23 August 2022, Grindrod shareholders approved the disposal of Grindrod’s interest in
Grindrod Bank Limited to African Bank Limited, which disposal remains subject to regulatory
6.4. Grindrod’s strategy is to deliver efficient and cost-effective logistics solutions to its existing and
potential new customers. In support of these solutions Grindrod will invest in the required
6.5. For further detailed information on Grindrod, Remgro Shareholders are referred to the annual
report of Grindrod for the financial year ended 31 December 2021, which can be accessed on
Grindrod’s website (https://www.grindrod.com/).
7. EXCHANGE CONTROL REGULATION
7.1 The Unbundled Grindrod Shares are not freely transferable from the common monetary area and
must be dealt with in terms of the South African Exchange Control Regulations, 1961 (as
amended) (“Exchange Control Regulations”). The following summary of the Exchange Control
Regulations is intended as a guide only and is not a comprehensive statement of the Exchange
Control Regulations or advice. Remgro Shareholders who are in any doubt regarding the
Exchange Control Regulations should contact their own professional advisers. This summary is
based on the laws and regulations as in force and as applied in practice as at the date of this
announcement and is subject to change.
7.1.1. Emigrants from the Common Monetary Area, consisting of the Republic of South
Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini
184.108.40.206. Any share certificates that may be issued by Grindrod to emigrants from the
CMA will be endorsed “non-resident” in accordance with the Exchange Control
220.127.116.11. Uncertificated Unbundled Grindrod Shares will be credited directly to the
emigrants’ respective emigrant share accounts at the CSDP or broker
controlling their remaining portfolios, and an appropriate electronic entry will
be made in the relevant register reflecting a “non-resident” endorsement. The
CSDP or broker will ensure that the emigrant adheres to the Exchange Control
18.104.22.168. Any Unbundled Grindrod Shares issued in certificated form, cash dividends
and residual cash payments (including Cash Proceeds) based on emigrants’
Unbundled Grindrod Shares controlled in terms of the Exchange Control
Regulations will be forwarded to the authorised dealer in foreign exchange
controlling their remaining assets.
7.1.2. Residents outside of the CMA:
22.214.171.124. Any share certificates that may be issued by Grindrod to non-residents of the
CMA will be endorsed “non-resident” in accordance with the Exchange Control
126.96.36.199. Uncertificated Unbundled Grindrod Shares will be credited directly to the non-
resident’s non-resident share accounts at the CSDP or broker controlling their
portfolios, and an appropriate electronic entry will be made in the relevant
register reflecting a “non-resident” endorsement. The CSDP or broker will
ensure that the non-resident adheres to the Exchange Control Regulations.
188.8.131.52. Any Cash Proceeds payable to non-resident Remgro Shareholders in relation
to their fractional entitlements are freely transferable from South Africa.
7.2 The Financial Surveillance Department of the South African Reserve Bank has approved the
8.1. The following summary describes the likely South African tax consequences of the Remgro
Unbundling that may apply to Remgro Shareholders generally. This summary is based on the
laws as in force and as applied in practice as at the date hereof and is subject to changes to those
laws and practices subsequent to such date. This summary is merely a guide and every Remgro
Shareholder must avail himself of his/her/its tax consequences, as the final tax consequences will
be solely dependent on each Remgro Shareholder’s individual circumstances.
8.2. In the case of persons who are non-residents of South Africa for tax purposes, this summary
should be read in conjunction with the provisions of any applicable double tax agreement between
South Africa and their country of residence and a consideration of the in country tax legislation of
each non-resident Remgro Shareholder.
8.3. Remgro and its advisers cannot be held responsible for the taxation consequences that the
Remgro Unbundling may have on individual Remgro Shareholders and, therefore, if you are in
any doubt about your tax position, you should consult an appropriate independent professional
8.4. The Remgro Unbundling will constitute a disposal by Remgro of the Unbundled Grindrod Shares
to Remgro Shareholders. The disposal will be implemented in terms of section 46 of the ITA,
which provides dividends tax and STT relief as well as roll-over relief from an income tax (including
capital gains tax (“CGT”)) perspective, provided the Unbundled Grindrod Shares are not
distributed to a “disqualified person” as envisaged in section 46(7)(a) of the ITA. This relief
includes the following:
8.4.1. The Unbundled Grindrod Shares will be distributed as a dividend in specie that must be
disregarded for dividends tax purposes. To the extent that the Unbundled Grindrod
Shares are distributed to a “disqualified person” envisaged in section 46(7)(a) of the ITA,
Remgro will be liable for the dividends tax.
8.4.2. The distribution will not constitute a “return of capital” for the purposes of paragraph 76B
of the Eighth Schedule to the ITA.
8.4.3. Remgro Shareholders will be deemed to have acquired the Unbundled Grindrod Shares
on the date on which the Remgro Shares were originally acquired (other than for purposes
of determining whether the Unbundled Grindrod Shares were held for at least 3 years for
purposes of section 9C(2) of the ITA).
8.4.4. Remgro Shares held as trading stock:
184.108.40.206. Remgro Shareholders holding Remgro Shares as trading stock will be deemed
to acquire the Unbundled Grindrod Shares as trading stock.
220.127.116.11. The original expenditure incurred by the Remgro Shareholder in respect of the
Remgro Shares will be apportioned between the Unbundled Grindrod Shares
and the Remgro Shares, based on a ratio that is determined with reference to
the respective closing prices of the shares in Grindrod and Remgro on the first
business day after the LDT Date (as defined in paragraph 10 below). An
announcement will be made in this regard to inform Remgro Shareholders what
apportionment ratio to apply.
8.4.5. Remgro Shares held as capital assets:
18.104.22.168. Remgro Shareholders holding Remgro Shares as capital assets will be deemed
to acquire the Unbundled Grindrod Shares as capital assets.
22.214.171.124. The CGT ‘base cost’ of the Remgro Shares in the hands of Remgro
Shareholders will be apportioned between the Unbundled Grindrod Shares and
the Remgro Shares, based on a ratio that is determined with reference to the
respective closing prices of the shares in Grindrod and Remgro on the first
business day after the LDT Date (as defined in paragraph 10 below).
8.4.6. Apportionment ratios to be used
126.96.36.199. Remgro will advise Remgro Shareholders of the relevant apportionment ratios
to be used to determine their cost/base cost in the Remgro Shares and the
Unbundled Grindrod Shares by way of an announcement to be released on
SENS on the second business day after the LDT Date (as defined in
paragraph 10 below).
These ratios must be used in the determination of any income or capital gains
or losses (as the case may be), derived from any future disposals of the
Unbundled Grindrod Shares or Remgro Shares.
9. FOREIGN SHAREHOLDERS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
9.1. The following summary describes the restrictions applicable to Remgro Shareholders in
terms of the Remgro Unbundling who have registered addresses outside South Africa
and/or who are nationals, citizens or residents of countries other than South Africa
(“Foreign Shareholders”) or who are persons (including, without limitation, custodians,
nominees and trustees) who have a contractual or legal obligation to forward this
announcement to a jurisdiction outside South Africa, or who hold Remgro Shares for the
account or benefit of any such Foreign Shareholder and will therefore hold Unbundled
Grindrod Shares in a similar manner and may, therefore, have an impact on Remgro
9.2. The Remgro Unbundling will be implemented as a pro rata distribution in specie for no
consideration to all Remgro Shareholders recorded as such in the register of Remgro on
the Record Date.
9.3. It is the responsibility of any Foreign Shareholder (including, without limitation, nominees,
agents and trustees for such persons) being notified by this announcement of the Remgro
Unbundling and wishing to have their Unbundled Grindrod Shares transferred to them in
terms of the Remgro Unbundling to satisfy themselves in respect of the applicable laws
in their territory, including obtaining any requisite governmental or other consents,
observing any other requisite laws, requirements or formalities and paying any issue,
transfer or other taxes due in such territories.
9.4. Accordingly, persons (including, without limitation, nominees, agents and trustees) being
notified in terms of this announcement should not distribute or send the announcement
to any person in, or citizen or resident of, or otherwise into any jurisdiction where to do so
would or might contravene applicable law or regulation, including local securities laws or
regulations. Any person who does distribute this announcement into any such territory
(whether under a contractual or legal obligation or otherwise) should draw the recipient’s
attention to the contents of this paragraph.
9.5. Remgro reserves the right, but shall not be obliged, to treat as invalid any transfer of
Unbundled Grindrod Shares in terms of the Remgro Unbundling, which appears to
Remgro or its agents to have been executed, effected or dispatched in a manner which
may involve a breach of the securities laws or regulations of any jurisdiction; or if Remgro
or its agents believe (in their discretion) that the same may violate applicable legal or
regulatory requirements; or if Remgro or its agents believe (in their discretion) that it is
prohibited or unduly onerous or impractical to transfer the Unbundled Grindrod Shares to
such Foreign Shareholder in terms of the Remgro Unbundling.
9.6. If a Foreign Shareholder is of the view that the transfer of the Unbundled Grindrod Shares
in terms of the Remgro Unbundling to such Overseas Shareholder may involve a breach
of the securities laws or regulations or violate applicable legal or regulatory requirements,
such Foreign Shareholder must, as soon as reasonably practicable, notify their CSDP or
broker of such fact or circumstance.
9.7. Remgro shall be entitled (in its discretion), including in any of the aforementioned
instances, to do all things necessary or desirable to ensure compliance with applicable
law and/or regulation, including (without limitation) selling the Unbundled Grindrod Shares
that would otherwise have been transferred to the Foreign Shareholder in terms of the
Remgro Unbundling on behalf of the Foreign Shareholder and at their risk, with the net
proceeds of such sale (after deduction of any applicable taxes which may, in this instance,
include STT, withholdings or costs) to be paid to the Foreign Shareholder. In this regard,
the Unbundled Grindrod Shares may be aggregated and disposed of on market on the
JSE in an orderly manner by Remgro’s transfer secretaries on behalf of and for the benefit
of such Foreign Shareholders as soon as is reasonably practical after the implementation
of the Remgro Unbundling at the best price that can reasonably be obtained at the time
10. SALIENT DATES AND TIMES IN RELATION TO THE UNBUNDLING
Distribution announcement released on SENS Monday, 26 September
Distribution announcement published in South African press Tuesday, 27 September
Last day to trade in Remgro Shares on the JSE to participate in the Tuesday, 11 October
Remgro Unbundling (“LDT Date”)
Remgro Shares trade “ex” entitlement to receive the Unbundled Grindrod Wednesday, 12 October
Announcement of specified ratio in respect of apportionment of Thursday, 13 October
costs/base costs of Remgro for taxation/CGT purposes released on
SENS, by 11h00
Announcement of Cash Proceeds of fractional entitlements released on Thursday, 13 October
SENS, by 11h00
Record date to receive Unbundled Grindrod Shares in terms of the Friday, 14 October
Remgro Unbundling (“Record Date”)
Remgro unbundles the Unbundled Grindrod Shares to Remgro Monday, 17 October
Remgro Shareholder’s account with CSDP or broker updated Monday, 17 October
Payment of cash amount in respect of fractional entitlements Monday, 17 October
1. Remgro Shareholders should note that as transactions are settled in the electronic settlement
system used by Strate, settlement of trades takes place three business days after such trade.
2. Share certificates may not be dematerialised or re-materialised between Wednesday, 12 October
2022 and Friday, 14 October 2022, both days inclusive.
3. All times indicated above are in South African Standard Time.
By order of the board of directors of Remgro
26 September 2022
Financial Adviser and Sponsor to Remgro
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Adviser to Remgro
Date: 26-09-2022 04:02:00
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