GRIN 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number 001-38440

Grindrod Shipping Holdings Ltd.

#03-01 Southpoint

200 Cantonment Road

Singapore 089763

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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INFORMATION CONTAINED IN THIS FORM 6-KREPORT

Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of an announcement made though the Stock Exchange News Service of the Johannesburg Stock Exchange.

Exhibits

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99.1	Press Release of Grindrod Shipping Holdings Ltd. dated November 23, 2022.

Forward-Looking Statements

This report contains or incorporates by reference forward-looking statements regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects. Forward-looking statements include but are not limited to those using words such as “expect”, “anticipate”, “believe”, “estimate”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “if”, “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Company’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including, among other things, satisfaction or waiver of the conditions precedent set forth in the transaction implementation agreement, dated October 11, 2022, by and among the Company, TMI and the Offeror (as amended or supplemented from time to time) (the “Transaction Implementation Agreement”) (including by reason of the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether and how many Company shareholders will tender their Shares into the Offer and the possibility that the transactions contemplated by the Transaction Implementation Agreement are not consummated; disruption from the announced Offer by TMI making it more difficult to maintain business and operational relationships and significant transaction costs. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders should not place undue reliance on such forward-looking statements, and the Company undertakes no obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or the rules of NASDAQ, the Johannesburg Stock Exchange and/or any other regulatory or supervisory body or agency. A further description of risks and uncertainties relating to the Company can be found in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on March 25, 2022, and in the subsequent interim financial information included in the Company Report on Form 6-K furnished to the SEC on August 17, 2022, all of which are available for free at the SEC’s website at www.sec.gov. Copies of these documents are also available free of charge on the Company’s internet website at grinshipping.com/investorrelations.

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Responsibility Statement

The directors of the Company (including those who may have delegated supervision of the preparation of this communication) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this communication are fair and accurate and that no material facts have been omitted from this communication, the omission of which would make any statement in this communication misleading; and the directors of the Company jointly and severally accept responsibility accordingly.

Where any information in this communication has been extracted or reproduced from published or otherwise publicly available sources or obtained from TMI or the Offeror, the sole responsibility of the directors of the Company has been to ensure, through reasonable enquiries, that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this communication. The directors of the Company do not accept any responsibility for any information relating to TMI or the Offeror or any opinion expressed by TMI or the Offeror.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GRINDROD SHIPPING HOLDINGS LTD.
Dated: November 23, 2022	/s/ Stephen Griffiths
	Name: Stephen Griffiths
	Title: Interim Chief Executive Officer and Chief Financial Officer

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Exhibit 99.1

Grindrod Shipping Holdings Ltd.

Abbreviated Name: GRINSHIP

Registered in Singapore with registration number 201731497H

JSE Share code: GSH

ISIN: SG9999019087

Primary listing on NASDAQ Global Select Market

Secondary listing on the JSE Main Board

VOLUNTARY CONDITIONAL CASH OFFER – DIRECTORS’ DEALINGS IN SECURITIES

Shareholders of Grindrod Shipping Holdings Ltd. (“Company”) are referred to the announcement published by the Company on 12 October 2022 on the Stock Exchange News Service (“SENS”), as well as subsequent announcements on 13 October 2022, 17 October 2022 and 22 November 2022 on SENS, regarding the voluntary conditional cash offer (the “Offer”) made by Good Falkirk (MI) Limited (the “Offeror”), a wholly-owned subsidiary of Taylor Maritime Investments Limited (“TMI”), for all of the issued ordinary shares (“Shares”) in the capital of the Company (other than Shares held by the Offeror and Shares held in treasury).

Shareholders are further referred to the announcement of the publication of the offer to purchase containing the full terms and conditions of the Offer (“Offer to Purchase”) together with other related documents, published on SENS on 31 October 2022.

It is confirmed that the Offer to Purchase, the solicitation/recommendation statement on Schedule 14D-9, and the other documents filed with the Securities and Exchange Commission (“SEC”) by the Company are available free of charge on the Company’s website at www.grinshipping.com/investorrelations.

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Directors’ Dealings in Securities

The following information is disclosed in compliance with the JSE Limited Listings Requirements that the following directors of the Company have tendered their shares to the Offeror.

Name of Director	No. of direct, beneficial shares tendered	Acceptance of Award Election Opportunity *^1^	Total No. of securities
Mr. Michael John Hankinson <br><br>(Non-Executive Director and Chairman of the Board)*^3^	16,423	4,166	20,589
Mr. John Peter Herholdt<br><br> <br>(Non-Executive Director)	9,412	3,333	12,745
Mr. Quah Ban Huat<br><br> <br>(Non-Executive Director)	9,412	3,333	12,745
Mr. Murray Paul Grindrod *^2^<br><br> <br>(Non-Executive Director)	49,278	2,023	51,301
Mr. Paul Charles Over<br><br> <br>(Non-Executive Director)	1,818	2,023	3,841
Mr. Stephen William Griffiths<br><br> <br>(Executive Director)	79,830	100,668	180,498
Total		281,719
Total value of transactions (at US26.00 per share)		US$7,324,694

All values are in US Dollars.

*^1^: The Award Election Opportunity was made by the Offeror and the Company to the holders of outstanding forfeitable share awards which are unvested but remain unsettled under the Company’s 2018 Forfeitable Share Plan.

*^2^: Mr. Murray Paul Grindrod has indirect shareholdings of 1,424,853 (total value of transaction US$37,046,178) which were also tendered to the Offeror (held by Grindrod Investments Pty Ltd and his spouse).

*^3^: Mr Michael John Hankinson has indirect shareholdings of 200 (total value of transaction US$5,200) which were also tendered to the Offeror (held by his spouse).

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Forward-Looking Statements

This announcement contains forward-lookingstatements relating to a voluntary conditional cash offer by the Offeror to acquire all of the Shares (other than Shares held by the Offerorand Shares held in treasury), which offer involves substantial risks and uncertainties that could cause any actual outcome to differ materiallyfrom those expressed or implied by such statements.

All statements other than statements of historicalfacts included in this announcement are or may be forward-looking statements. Forward-looking statements include but are not limited tothose using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”,“intend”, “project”, “plan”, “strategy”, “forecast” and similar expressionsor future or conditional verbs such as “will”, “would”, “should”, “could”, “may”and “might”. These statements reflect the Company’s, or TMI’s and the Offeror's, as applicable, current expectations,beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information.

These forward-looking statements are subjectto risks and uncertainties including, among other things, satisfaction or waiver of the conditions to closing of the Offer in the anticipatedtimeframe or at all, including uncertainties as to whether and how many of the Company’s shareholders will tender their shares intoany offer and the possibility that any agreed transaction is not consummated.

Such forward-looking statements are not guaranteesof future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materiallyfrom those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-lookingstatements, and neither TMI, the Offeror nor the Company 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 purposesonly, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any Shares of the Company orany other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that TMI and theOfferor filed, and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Company filed, withthe SEC on 28 October 2022. Any solicitation and offer to buy Shares of the Company is only being made pursuant to the Offer to Purchaseand related tender offer materials. The Tender Offer Statement, including the offer to purchase and certain other offer documents (asthey may be updated and amended from time to time), and the Solicitation/Recommendation Statement on Schedule 14D-9 contain importantinformation. Any holders of Shares are urged to read these documents carefully because they contain important information that holdersof Shares should consider before making any decision with respect to the tender offer. The offer to purchase and the solicitation/recommendationstatement and other filings related to the offer are available for free at the SEC’s website at www.sec.gov. Copies of the documentsfiled with the SEC by TMI and/or the Offeror are available free of charge on TMI’s website at www.taylormaritimeinvestments.com/investor-centre/shareholder-information/.Copies of the Offer to Purchase, the solicitation/recommendation statement on Schedule 14D-9 and the other documents filed with theSEC by the Company are available free of charge on the Company’s website at www.grinshipping.com/investorrelations. In addition,holders of Shares may obtain free copies of the tender offer materials by contacting the information agent for the offer, Georgeson LLC,at 1290 Avenue of the Americas, 9th Floor New York, NY 10104 and by telephone at (866) 695-6078 (toll-free).

Offer Jurisdictions

The Offer under the Offer to Purchase is partof a single offer that is being made on the same terms in the United States, Singapore, South Africa and other jurisdictions where theOffer may be legally extended.

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Responsibility Statement

The directors of the Company (including those who may have delegated supervision of the preparation of this communication) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this communication are fair and accurate and that no material facts have been omitted from this communication, the omission of which would make any statement in this communication misleading; and the directors of the Company jointly and severally accept responsibility accordingly. Where any information in this communication has been extracted or reproduced from published or otherwise publicly available sources or obtained from TMI or the Offeror, the sole responsibility of the directors of the Company has been to ensure, through reasonable enquiries, that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this communication. The directors of the Company do not accept any responsibility for any information relating to TMI or the Offeror or any opinion expressed by TMI or the Offeror.

Company Contact: <br><br>Stephen Griffiths <br><br>Interim CEO / CFO <br><br>Grindrod Shipping Holdings Ltd. <br><br>200 Cantonment Road, #03-01 Southpoint <br><br>Singapore, 089763 <br><br>Email: [email protected] <br><br>Website: www.grinshipping.com	Investor Relations / Media Contact: <br><br>Nicolas Bornozis / Paul Lampoutis <br><br>Capital Link, Inc. <br><br>230 Park Avenue, Suite 1536 <br><br>New York, N.Y. 10169 <br><br>Tel.: (212) 661-7566 <br><br>Fax: (212) 661-7526 <br><br>Email: [email protected]

By Order of the Board

23 November 2022

Sponsor: Grindrod Bank Limited

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