SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Grindrod Shipping Holdings Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Y28895103

(CUSIP Number)

Edward David Christopher Buttery

Taylor Maritime Investments Limited

Sarnia House

Le Truchot

St Peter Port

Guernsey

GY1 1GR

+44 1481 737600

With a copy to:

Ted Kamman

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 318-3140

(Name, Address, and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 25, 2022**

(Date of Event which Requires Filing of this Statement)

- 1 -

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

** See “Explanatory Note” below.

- 2 -

1	NAMES OF REPORTING PERSONS
	Good Falkirk (MI) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	BK, AF, WC, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,925,023
		8	SHARED VOTING POWER
			None
		9	SOLE DISPOSITIVE POWER
			4,925,023
		10	SHARED DISPOSITIVE POWER
			None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,925,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV, CO

(1) Based on 18,996,493 ordinary shares, no par value, outstanding as of August 17, 2022, as reflected in the Form 6-K filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on August 17, 2022.

- 3 -

1	NAMES OF REPORTING PERSONS
	Taylor Maritime Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	BK, AF, WC, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,925,023
		8	SHARED VOTING POWER
			None
		9	SOLE DISPOSITIVE POWER
			4,925,023
		10	SHARED DISPOSITIVE POWER
			None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,925,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV, CO

(1) Based on 18,996,493 ordinary shares, no par value, outstanding as of August 17, 2022, as reflected in the Form 6-K filed by Grindrod Shipping Holdings Ltd. with the U.S. Securities and Exchange Commission on August 17, 2022.

- 4 -

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission on December 20, 2021 (as amended and supplemented, the “Schedule 13D”), is being filed on behalf of Taylor Maritime Investments Limited, a Guernsey company limited by shares (“Taylor Maritime”), and Good Falkirk (MI) Limited, a Marshall Islands company and wholly-owned subsidiary of Taylor Maritime (“Good Falkirk” and, together with Taylor Maritime, the “Reporting Persons”), with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Grindrod Shipping Holdings Ltd., a corporation incorporated in accordance with the laws of the Republic of Singapore (the “Issuer”).

Other than as specifically set forth below, all Items in the Schedule 13D remain unchanged. Capitalized terms in this Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of this Schedule 13D is hereby amended and restated as follows:

On August 25, 2022, Taylor Maritime delivered a non-binding indicative offer proposal to the board of directors (the “Board”) of the Issuer (the “Offer Letter”), pursuant to which Taylor Maritime proposed to acquire 100% of the Issuer’s shares that Taylor Maritime or its affiliates and subsidiaries do not already own, for an aggregate cash consideration of US$26.00 per share, by means of a tender offer, at a cash purchase price of US$21.00 per share to be paid in conjunction with a special dividend from the Issuer of US$5.00 per share (the “Proposed Transaction”).  In connection with the Proposed Transaction, the Reporting Persons will seek to obtain access to, and review, due diligence materials from the Issuer pursuant to a confidentiality agreement with the Issuer and conduct exclusive discussions with the Issuer regarding the terms of the Proposed Transaction.

Taylor Maritime and the Issuer have entered into a non-disclosure agreement, dated as of August 24, 2022 (the “Confidentiality Agreement”), in connection with the Proposed Transaction.  In addition to provisions regarding the obligations of the parties to keep confidential non-public information exchanged by the parties, the Confidentiality Agreement includes a standstill provision (the “Standstill Provision”) which, subject to exceptions, restricts Taylor Maritime, its affiliates or associates, and their respective representatives from acquiring ownership of any securities or debt instruments of the Issuer, seeking to enter into any agreement, arrangement or understanding with respect to a business combination or other similar transaction involving the Issuer or engaging in certain other actions relating to the possible acquisition or control of the Issuer, for a period that generally lasts for 6 months from the date of the Confidentiality Agreement.

Taylor Maritime and the Issuer have further entered into an letter agreement, dated as of August 25, 2022 (the “Exclusivity Agreement”), pursuant to which Taylor Maritime has been granted a period of exclusivity by the Issuer to negotiate the Proposed Transaction.

The foregoing summary of (i) the Offer Letter, (ii) the Confidentiality Agreement, and (iii) the Exclusivity Agreement, in each case, do not purport to be complete and are qualified in their entirety by reference to the full text of the Offer Letter, the Confidentiality Agreement, and the Exclusivity Agreement, copies of which are attached hereto as Exhibits 99.2 through 99.4 and are incorporated by reference herein. The Proposed Transaction may result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary corporate transaction involving the Issuer, a change to the present Board of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the NASDAQ Global Select Market, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons may determine to accelerate or terminate discussions with the Issuer with respect to the Proposed Transaction, withdraw the Proposed Transaction, take any action to facilitate or increase the likelihood of consummation of the Proposed Transaction, or change their intentions with respect to any such matters, in each case at any time and without prior notice.  The Reporting Persons and their affiliates may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposed Transaction, including, without limitation, (i) engaging in discussions with other shareholders, potential sources of financing, advisors, and other relevant parties, and (ii) entering into confidentiality arrangements, financing commitments, and other agreements, arrangements and understandings as may be appropriate in connection with the Proposed Transaction.

- 5 -

There can be no assurance as to the outcome of any discussions related to the Proposed Transaction or that the Proposed Transaction will be consummated.  The consummation of the Proposed Transaction is subject to a number of contingencies that are beyond the control of the Reporting Persons, including the satisfactory completion of due diligence, finalization of funding arrangements, regulatory approvals, assistance from the Issuer’s Board and the satisfaction of any conditions to the consummation of a transaction set forth in any definitive offer document.  Except as may be required by law, the Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Reporting Persons have made a definitive offer to effect any such Transaction.

Other than as set forth above and in the Offer Letter, the Confidentiality Agreement, and the Exclusivity Agreement, none of the Reporting Persons nor (to the knowledge of the Reporting Persons) any person set forth on Appendix A-1 or Appendix A-2, as amended, has any present plan or proposal which would relate to or would result in any of the matters set forth in subparagraphs (a) to (j) of Item 4 of Schedule 13D (except as described herein or such as would occur upon or in connection with the completion of, or following, any of the actions described herein), although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose, and/or formulate plans or proposals with respect thereto.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the outcome of any discussions referenced in this Schedule 13D, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market, and general economic and industry conditions, the Reporting Persons may, from time to time, take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation: (i) engaging in communications with members of the Issuer’s Board, members of the Issuer’s management, and/or other shareholders of the Issuer from time to time with respect to potential business combination opportunities and operational, strategic, financial, or governance matters or otherwise work with management and the Issuer’s Board to identify, evaluate, structure, negotiate, execute, or otherwise facilitate a business combination with the Issuer; (ii) subject to the Standstill Provision, acquiring additional Ordinary Shares and/or other equity, other securities, or derivative or other instruments that are based upon or relate to the value of the Ordinary Shares (collectively, “Securities”) in the open market or otherwise; (iii) disposing of any or all of their Securities in the open market or otherwise; or (iv) engaging in any hedging or similar transactions with respect to the Securities. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

- 6 -

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Schedule 13D is hereby amended and restated as follows:

(a) and (b) The information contained in lines 7 to 11 and 13 of the cover pages of this Amendment is incorporated herein by reference.

(c) Except for the transactions described elsewhere in this Amendment, none of the Reporting Persons nor (to the Reporting Persons’ knowledge) any person set forth on Appendix A-1 or Appendix A-2, as amended, has engaged in any transaction during the past 60 days involving the Ordinary Shares.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following information:

The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.2	Offer Letter, dated August 25, 2022.
Exhibit 99.3	Confidentiality Agreement, dated August 24, 2022.
Exhibit 99.4	Exclusivity Agreement, dated August 25, 2022.

- 7 -

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

Dated:  August 29, 2022
	TAYLOR MARITIME INVESTMENTS LIMITED
	By:	/s/ Sandra Platts
	Name: Sandra Platts
	Title: Director
	GOOD FALKIRK (MI) LIMITED
	By:	/s/ Sandra Platts
	Name: Sandra Platts
	Title: Duly authorized signatory for TMI Director 1 Limited, the sole director of Good Falkirk (MI) Limited

- 8 -

EX-99.2

Exhibit 99.2

Private and confidential

Subject to contract

The Directors

Grindrod Shipping Holdings Ltd.

200 Cantonment Road #03-01

Southpoint

Singapore 089763

For the attention of Michael Hankinson

25 August 2022

Dear Mike,

NON-BINDING INDICATIVE PROPOSAL TO ACQUIRE 100% OF GRINDROD SHIPPING

I am writing to you on behalf of Taylor Maritime Investments Limited (TMI) to reiterate to you our continued interest in Grindrod Shipping Holdings Ltd. (Grindrod or the Company), and to provide you with a non-binding indicative proposal regarding the potential acquisition of the shares in the entire issued and to be issued share capital of Grindrod not already owned by TMI, or a subsidiary or affiliate thereof  (the Proposed Transaction).

Proposed Transaction

Our Proposed Transaction is structured by way of a takeover offer for cash structured as a  voluntary general offer governed by the Singapore Code on Takeovers and Mergers (the Code) (subject to any consents, waivers and/or exemptive relief provided by the Securities Industry Council (the SIC)) and subject to Regulations 14D and 14E promulgated under the Securities Exchange Act of 1934, as amended (the SEC Tender Offer Rules) (subject to any exemptive relief provided by the Staff of the U.S. Securities and Exchange Commission (SEC)).

Rationale for Proposed Transaction

As you are aware we have spent significant time and effort evaluating and structuring the Proposed Transaction in conjunction with our legal and financial advisers including arranging to finance the cash consideration payable in respect to the Proposed Transaction. From TMI’s perspective the Proposed Transaction represents an exciting opportunity to combine Grindrod’s operations with those of TMI to create a leading owner and operator of medium-sized dry-bulk ships.

TMI believes that the Proposed Transaction offers significant value and importantly certainty to Grindrod’s shareholders at a time of  weakening global economic activity and declining dry bulk rates – and provides both the most certainty and the best possible path to a completed transaction.

1

As you are aware, we have built up a strategic interest in the Company, currently standing at approximately 26%,¹ and believe our ownership demonstrates our commitment to pursuing the Proposed Transaction to consolidate the two companies. Furthermore, we are confident that the consolidation of TMI and Grindrod, through the enhanced operational scale in the geared dry-bulk sector, will create meaningful additional value for the customers we both serve.

The indicative terms of our Proposed Transaction are set out below.

Key terms of our Proposed Transaction

Indicative Offer Price

On the basis of publicly available Company information as well as wider market information which we have reviewed, and subject to the conditions set out below, TMI is willing to make a non-binding, indicative offer to acquire 100% of the Grindrod shares it and its subsidiaries and affiliates do not already own, at a cash price of USD 21 per share (the Offer Price), to be paid in conjunction with a special dividend from the Company of USD 5 per share to existing shareholders, including holders of Forfeitable Shares (the Special Dividend). This represents aggregate consideration to non-TMI Grindrod shareholders of USD 26 per share (the Aggregate Amount).

The Offer Price is based on the assumption of 14,071,470 Grindrod shares issued and outstanding, and owned by third parties, and an additional 460,637 Forfeitable Shares held by Grindrod personnel, at the time of making this proposal. At the Aggregate Amount, the Proposed Transaction will result in a 28% premium to Grindrod closing price as of 22 August 2022 and a 42% premium to the 30-day VWAP.  As a significant shareholder of Grindrod, TMI is very familiar with Grindrod and its business.  In addition, TMI has performed due diligence based on public sources.  Accordingly, we expect to be in a position to proceed with the Proposed Transaction subject only to completion of targeted due diligence.

With the exception of the Special Dividend, any incremental pre-closing distributions (for avoidance of doubt, other than customary quarterly dividends declared and paid in accordance with the dividend and capital return policy of the Company as in effect as of the date hereof, including as to timing and amount), vessel sales or charters that are not consistent with past practice may impact the value of our offer price to non-TMI Grindrod shareholders.

Offer Structure

As noted above, it is our intention to undertake the Proposed Transaction by way of a takeover offer structured as a voluntary general offer governed by the Code and the SEC Tender Offer Rules, in each case subject to applicable waivers and exemptions. We would contemplate that the Proposed Transaction and voluntary general offer (the Formal Offer) would be completed in accordance with the terms of a mutually acceptable definitive transaction agreement to be entered into between TMI and Grindrod (Transaction Agreement).

We believe our all-cash indicative offer provides Grindrod shareholders with significant and transparent value on exit and will facilitate an expedited closing.

Pre-conditions to Execution of Definitive Transaction Agreement

The execution of a definitive Transaction Agreement is subject to the occurrence of the following:

• A period of exclusivity lasting no fewer than 5 weeks from the signing of an NDA between TMI and Grindrod during which Grindrod will work solely and expeditiously with TMI towards finalising a mutually acceptable definitive Transaction Agreement and form of Rule 3.5 announcement.

¹ TMI and its affiliate hold 4,925,023 ordinary shares at the date of this letter. As of 22 August, Grindrod had 18,996,493 ordinary shares in issue.

2

• Satisfactory completion of TMI’s confirmatory due diligence review (see Appendix A for details on our due diligence requirements); we believe we can complete our diligence in a timely and highly efficient manner, focused on material contracts, including charter-party agreements, finance and tax, litigation and other liabilities.

• The finalisation of a mutually acceptable definitive Transaction Agreement and form of Rule 3.5 announcement, the latter reflecting applicable Code requirements.

• The finalisation of TMI’s funding arrangements for the Proposed Transaction with a formalised certain funds financing commitment agreement that we would enter into simultaneously with the execution and delivery of the definitive Transaction Agreement. Key terms have been agreed with our potential funding providers, and TMI will be in a position to deliver our financing commitment on a timely basis. The remaining funding requirements in respect of the Formal Offer will be met by a combination of some or all of the following: TMI’s balance sheet cash, undrawn revolving credit facility and the proceeds of the USD 5 per share Special Dividend from Grindrod. We are confident that we will be in a position to deliver this funding on a timely basis, and expect that Evercore will provide the necessary attestation of available funds to comply with the requirements under the Code for the commencement of the Formal Offer. We will keep Grindrod and its advisors informed on an on-going basis with respect to the status of our efforts to finalize our funding for the Proposed Transaction.

• FCA regulatory clearances in respect of TMI as a closed-ended premium listed investment company and any necessary dispensations from the SIC arising from the interaction of the Code and the SEC Tender Offer Rules having been obtained by TMI.

• The directors of Grindrod not appointed by TMI entering into Tender and Support Agreements or Irrevocable Undertakings, in each case in a customary form, agreeing to accept the Formal Offer in respect of their direct interests in Grindrod shares, such agreements or undertakings to be subject to such terms and conditions as shall be agreed.

• Grindrod’s board of directors using reasonable efforts to procure Tender and Support Agreements or Irrevocable Undertakings, in each case in a customary form, from large Grindrod shareholders (other than TMI and the directors of Grindrod), under which agreements or undertakings such shareholders would agree to accept the Formal Offer in respect of their direct and indirect interests in Grindrod shares, such agreements or undertakings to be subject to such terms and conditions as shall be agreed with such Grindrod shareholders.

• The directors of TMI entering into Irrevocable Undertakings, in a customary form, agreeing to vote their direct and indirect shares in TMI in favour of all necessary TMI shareholder resolutions required by the FCA or otherwise necessary to implement the Proposed Transaction.

• The directors of TMI using reasonable efforts to procure Irrevocable Undertakings, in a customary form, from shareholders of TMI (other than the directors of TMI) under which undertakings such shareholders agree to vote their direct and indirect shares in TMI in favour of all necessary TMI shareholder resolutions required by the FCA or otherwise necessary to implement the Proposed Transaction, such undertakings to be subject to such terms and conditions as shall be agreed with TMI shareholders.

• The board of TMI has been kept closely up to date with progress on the Proposed Transaction and has approved the submission of this non-binding indicative proposal, however the execution of a definitive Transaction Agreement would be subject to the final approval of the directors of TMI and Grindrod.

TMI and Grindrod will cooperate with each other and use their respective reasonable best efforts to achieve the satisfaction of the above-listed pre-conditions as promptly as practicable, but in any event no later than 26 September 2022. In that connection, TMI and Grindrod will keep each other informed of all material developments relating to the satisfaction of the above-listed pre-conditions.

3

Definitive Transaction Agreement

We would contemplate that the definitive Transaction Agreement would provide for the following:

• TMI would commence the Formal Offer simultaneously with the execution and delivery of the Transaction Agreement by issuance of a Rule 3.5 announcement.

• Grindrod shall declare an interim dividend of USD 5 per share (the Special Dividend), with a record date on or prior to the date on which the Formal Offer expires and payment of which dividend will be conditional on the Offer becoming unconditional in all respects.

• No earlier than 14 days, and no later than 21 calendar days, after the issuance of the Rule 3.5 announcement, TMI would mail to holders of Grindrod shares an Offer Document, Letter of Transmittal, and other tender offer material in accordance with the Code and the applicable SEC Tender Offer Rules and file such documents with the SEC in accordance with the SEC Tender Offer Rules and the SIC in accordance with the Code.

• Subject to exceptions required for the Grindrod board of directors to comply with its fiduciary duties, the Grindrod board of directors (other than the director appointed by TMI) would issue its unanimous recommendation to Grindrod’s shareholders that they accept the Formal Offer and include such recommendation in the Recommendation Statement/Circular sent to Grindrod shareholders in accordance with the SEC Tender Offer Rules and the Code and file the Recommendation Statement/Circular with the SEC in accordance with the SEC Tender Offer Rules and the SIC in accordance with the Code.

• The Formal Offer to be conditioned upon:

• Grindrod’s board of directors’ declaring and not cancelling or otherwise amending the terms of the Special Dividend;

• The passing by TMI shareholders of all necessary TMI shareholder resolutions required by the FCA or otherwise necessary to implement the Proposed Transaction;

• The receipt of any necessary South African Exchange Control approval;

• Tender of sufficient Grindrod shares by Grindrod shareholders representing, together with the Grindrod shares currently owned by TMI and its concert parties, a majority of the outstanding Grindrod shares;

• All necessary competition law approvals, details of which will be set out in the Transaction Agreement, being obtained; and

• Other customary conditions for a recommended voluntary general offer in Singapore.

• TMI would be required to permit Grindrod shareholders to tender their shares during a subsequent offering period of at least 20 business days.

• Both parties would be required to cooperate with each other and use their respective reasonable best efforts to achieve the satisfaction of the conditions to the Formal Offer. In that connection, TMI and Grindrod will be required to keep each other informed of all material developments relating to the satisfaction of such conditions.

Timetable

4

We believe that it is in both parties’ interests to progress the Proposed Transaction to effect the Proposed Transaction as expeditiously as possible and increase certainty of closing. We expect that we would be in a position to execute a definitive Transaction Agreement and commence a Formal Offer as promptly as practicable, and in any event within five weeks of the date on which we and our advisers are granted access to the Grindrod data room, including completion of our confirmatory due diligence review.

As you are aware, we have appointed Evercore and Rand Merchant Bank as financial advisers to TMI in respect of the Proposed Transaction. Our legal advisers are Norton Rose Fulbright LLP and Shook Lin & Bok LLP (as regards Singapore law).

Status of this Letter

Whilst emphasising the seriousness of our interest, we confirm that nothing in this letter is, or is intended to be, legally binding on TMI, or Grindrod and this letter shall not give rise to any enforceable right or obligation or contain any form of representation and nothing in this letter shall give rise to a remedy for any party. Furthermore, this letter is not intended to be exhaustive of the matters which may be covered by any negotiations, requests for information or any agreements or contracts which may follow it. TMI reserves the right, in its sole discretion, without notice, to elect not to pursue an offer for Grindrod at any time prior to the execution of a definitive Transaction Agreement.

For the avoidance of doubt, this letter does not (and is not intended to) constitute a firm intention to make an offer for the purposes of Rule 3.5 of the Code.

We believe our Proposed Transaction represents a compelling proposal to your shareholders and given our existing 26% strategic interest in the Company, in advancing an indicative proposal for Grindrod, our high level of commitment and enthusiasm in pursuing the Proposed Transaction is inarguable.

I would be pleased to discuss our Proposed Transaction with you further and look forward to hearing from you within 3 business days of the date of this letter so that we can quickly work towards a transaction.

Yours faithfully,

/s/ Edward Buttery

Edward Buttery

for and on behalf of Taylor Maritime Investments Limited

5

APPENDIX A

Diligence Process

Due to our extensive review of publicly available information on the Company and expertise in this industry as well as personal familiarity with Grindrod, we are highly confident that we can complete an expedited due diligence process and proceed to a Formal Offer in an expeditious manner. In support of the effort we have retained Norton Rose Fulbright LLP and Shook Lin & Bok LLP as our legal advisers and Evercore and Rand Merchant Bank as our financial advisers. We would expect core, valuation focused, diligence to take approximately five weeks and focus on, amongst other things:

• existing Company internal operating and financial forecasts and projection models, including revenue and cost detail;

• material contracts and third party agreements, including charter party agreements;

• discussions with key functional area leaders within the Company (and, at a mutually agreed upon point, discussion of customary retention agreements);

• information required to complete a joint merger control analysis;

• review of capital structure detail, including borrowings and liabilities and shareholder composition; and

• employment, pensions and share schemes, and tax review by jurisdiction.

We also reserve the right to conduct targeted diligence on topics such as human resources, legal matters, IT, cyber security, environmental and governance, as well as any required additional details in categories listed above including finance and tax.

6

EX-99.3

Exhibit 99.3

GRINDROD SHIPPING HOLDINGS LTD. Reg No. 201731497H 200 Cantonment Road, #03-01 Southpoint Singapore, 089763 Tel: +65 6323 0048 Fax: +65 6323 0046 Web: www.grinshipping.com  

August 24, 2022

Taylor Maritime Investments Limited

Sarnia House,

Le Truchot,

St Peter Port,

Guernsey GY1 1GR,

Channel Islands

Attention:  Edward Buttery, CEO

Dear Edward:

In connection with the consideration by Grindrod Shipping Holdings Ltd. (together with its subsidiaries, the “Company”) and Taylor Maritime Investments Limited (together with its subsidiaries, “you” and each of the Company and you, a “party”) of a possible negotiated transaction (a “Transaction”) between the Company and you, the Company and you are each prepared to make available to the other certain non-public, confidential or proprietary information concerning the Company or you, as applicable.

1. Definitions.

1.1.          “Evaluation Material” means (a) all information (whether written, verbal, electronic, visual or otherwise) concerning the disclosing party (the “Disclosing Party”), its businesses, financial condition, operations, assets and/or liabilities (whether prepared by the Disclosing Party, its advisors or otherwise) that has been or will be furnished to the receiving party (the “Receiving Party”) or any of its Representatives by or on behalf of the Disclosing Party or any of its Representatives, and includes all data, documents, agreements, files, reports, interpretations, forecasts, business plans and records, financial or otherwise, and other materials concerning the Disclosing Party, that the Disclosing Party or any of its Representatives have provided or will provide to the Receiving Party or any of its Representatives as well as all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or any of its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to the Receiving Party or any its Representatives and (b) all Transaction Information.  “Evaluation Material” does not include information that (i) is or becomes generally available to the public (other than as a result of the Receiving Party or any of its Representatives directly or indirectly disclosing such information in violation of this letter agreement), (ii) was within the possession of the Receiving Party or any of its Representatives prior to it being furnished to the Receiving Party by or on behalf of the Disclosing Party, provided that the source of such information was not or is not known by the Receiving Party or any of its Representatives to be subject to any contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iii) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that the source of such information was not or is not known by the Receiving Party or any of its Representatives to be subject to a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, or (iv) is legitimately developed by the Receiving Party or its Representatives independently of the Evaluation Material received from the Disclosing Party or its Representatives.

Directors:	MJ Hankinson* (Chairman)	SW Griffiths (Interim Chief Executive Officer and Chief Financial Officer)		Quah Ban Huat*
	JP Herholdt*	MP Grindrod*	PC Over*	(* Non-Executive Directors)

1.2.          “Permitted Financing Source” means any of your potential sources of debt or equity financing (including potential co-bidders and potential acquirers of a portion of the assets of the Company in connection with or after the consummation of a Transaction), provided that their identities have been notified to the Company prior to the date hereof or, in the case of any other potential source of financing, you notify the Company in writing prior to approaching such potential source of financing.

1.3.         “person” means any corporation, partnership, company, limited liability company, trust, association, joint venture, government or self-regulatory agency or body, individual or other entity, and includes the media.

1.4.         “Representatives” means, with respect to any person, the person’s affiliates and subsidiaries, and its and their respective directors, officers, managing members, general partners, employees, agents, consultants, advisors (including, without limitation, financial advisors, counsel and accountants) and other representatives and Permitted Financing Sources, but no other potential sources of debt or equity financing and no potential co-bidders or potential acquirers of a portion of the assets of the Company in connection with or after the consummation of a Transaction.  Notwithstanding the foregoing, no former executive or director of the Company shall be considered one of your Representatives unless approved in writing by the Company.

1.5.        “Transaction Information” means all information that if disclosed would indicate any terms, conditions, or contents of discussions with respect to a possible Transaction.

2. Nondisclosure and Use of Evaluation Material.

2.1.          Nondisclosure and Use.

(a)          The Receiving Party shall, and the Receiving Party shall cause its Representatives to:  (i) use the Evaluation Material of the Disclosing Party solely for the purpose of evaluating the Receiving Party’s possible participation in a Transaction, and (ii) keep such Evaluation Material confidential and not disclose any of it to any person in any manner.

(b)          Nevertheless, (i) the Receiving Party may disclose Evaluation Material of the Disclosing Party to which the Disclosing Party gives its prior written consent, (ii) the Receiving Party may disclose such information to its Representatives who need to know such information for the sole purpose of assisting the Receiving Party to evaluate its possible participation in a Transaction if it advises such Representatives of the confidentiality obligations that attach to such Evaluation Material, and (iii) the Receiving Party may disclose that information which, on the advice of its counsel, is required to be disclosed by law or regulation or the rules of any exchange to which it is subject or pursuant to a demand of any judicial, administrative, legislative, regulatory or self-regulatory body or tribunal (“Law”), provided that the requirement or demand is not caused by any act of the Receiving Party or its Representatives in violation of this letter agreement, but in such case only in accordance with the specifications delineated in Section 2.2 below.

2

(c)          The Receiving Party will be responsible for any violations of the provisions of this letter agreement by any of its Representatives.

2.2.         Compulsory Disclosure.  If the Receiving Party or its Representatives are required to or believe it or they are required by Law to disclose any of the Evaluation Material of the Disclosing Party, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement.  If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives is nonetheless, on the advice of counsel, required by Law to disclose Evaluation Material of the Disclosing Party, the Receiving Party or its Representative may disclose to the applicable tribunal or regulatory authority only that portion of the Evaluation Material of the Disclosing Party which such counsel advises is legally required to be disclosed (and any such disclosure will be made only to such persons to whom such counsel advises such information is legally required to be disclosed), provided that the Receiving Party exercises commercially reasonable efforts (at its cost and expense) to preserve the confidentiality of the Evaluation Material of the Disclosing Party, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material.  Notwithstanding the foregoing, you may make filings (and disclosures required therein) under Section 13(d) of the Exchange Act, which are, on the advice of counsel, required to be made by you or your Representatives, without complying with this Section 2.2, provided, that you have provided notice of your intent to make such filing (along with a copy of your proposed disclosure to be included in such filing) to the Company prior to the filing thereof and provided the Company a reasonable opportunity to comment on such disclosure.

2.3.          Return and Destruction of Evaluation Material.  Upon the request of the Disclosing Party at any time for any reason, the Receiving Party shall promptly destroy, and cause its Representatives to destroy, and not retain all Evaluation Material of the Disclosing Party in their possession, including any such Evaluation Material prepared by the Receiving Party or its Representatives and all copies, and the Receiving Party shall cause one of its authorized officers to deliver to the Disclosing Party a certification in writing stating that the Receiving Party has complied with all of the requirements of this Section 2.3.  Notwithstanding the foregoing, each of the Receiving Party and the Receiving Party’s Representatives may retain copies of the Evaluation Material (i) in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards, or (ii) as part of its electronic back-up system or internal document retention policies solely for such purpose (and not for the purposes provided in Section 2.1(a)).  Notwithstanding the destruction of the Evaluation Material, the Receiving Party and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder.

2.4.          Agreements with Third Parties.

3

(a)          In considering the Transaction and reviewing the Evaluation Material of the Company, you represent that you and your Representatives are acting solely on your own behalf and not as part of a group with any other persons.  You shall not, directly or indirectly, without the Company’s consent, enter into any agreement, arrangement or understanding, or any discussions that may lead to the same, with any person (other than your Representatives) regarding a possible transaction involving the Company.  You represent that neither you nor any of your Representatives have entered into any such agreement, arrangement or understanding prior to the date hereof.  Without the Company’s written consent, you shall not approach, or have discussions with, any other person regarding the possibility of joining in a combined proposal for a transaction involving the Company.

(b)          You shall not directly or indirectly, enter into any oral or written agreement, arrangement or understanding (or discussions that could reasonably be expected to lead to such an agreement, arrangement or understanding) regarding the engagement of any potential source of debt or equity financing or any potential co-bidders or potential acquirer of a portion of the assets of the Company in connection with or after the consummation of a Transaction (including any Permitted Financing Sources) on an exclusive basis or in such a manner that would otherwise prohibit or impede any other person from obtaining debt or equity financing from such person or such person being potential co-bidder with, or potential acquirer of assets of the Company from, such other person.

3. Ownership and Accuracy of Evaluation Material.

3.1.        Generally.  The Evaluation Material of the Disclosing Party is and will remain the property of such Disclosing Party, and its disclosure does not confer on the Receiving Party or its Representatives any rights (including intellectual property rights) over such Evaluation Material beyond those expressly contained in this letter agreement.

3.2.          Data Site.  Some or all of the Evaluation Material of the Disclosing Party may be made available through a virtual data site (the “Data Site”).  Neither the Receiving Party nor its Representatives, by virtue of downloading any material from the Data Site, will obtain title to, or any other ownership interest in, such information.  Use of material posted to the Data Site is subject to the same restrictions and copyright or property rights that the Disclosing Party is entitled to under law, and benefit of those protections is not waived by posting the material to the Data Site.  The Receiving Party and its Representatives (a) may only access and use the Data Site in connection with an analysis of the Transaction, (b) shall comply with the terms of use of the Data Site and all applicable laws in connection with its and their use of the Data Site, and (c) shall periodically provide to the Disclosing Party a list of the firms and users who require access to the Data Site.  The Receiving Party and its Representatives shall observe all security features on the Data Site and keep confidential all passwords and shall not disable or bypass any security devices.  The Disclosing Party reserves the right, in its sole discretion, to monitor, review and use all communications and other use of the Data Site, together with information relating to such communications and use, to change, suspend or discontinue any aspect of the Data Site at any time, including the availability of any feature or content, and to impose limits on certain features and services or restrict access to parts or all of the Data Site without notice.

4

3.3.        Accuracy.   Neither the Disclosing Party nor any of its Representatives is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material of the Disclosing Party or regarding the Data Site, and the Disclosing Party and its Representatives expressly disclaim all liability to, and shall have no liability to the Receiving Party or any of its Representatives and any other person that may be based upon or relate to (a) the use of such Evaluation Material by the Receiving Party or its Representatives or (b) any errors or omissions in such Evaluation Material.  The Receiving Party acknowledges that it is not relying on, and it shall not rely on the accuracy and completeness of the Evaluation Material of the Disclosing Party.  The Receiving Party will be entitled to rely solely on those particular representations and warranties, if any, that are made to it in a definitive agreement relating to any Transaction when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement.

4.          Information Request Procedures; No Contact.  You and your Representatives shall submit or direct all communications regarding the Company and a Transaction, requests for additional information regarding the Company, and questions regarding procedures only to Jefferies, LLC, the financial advisor to the Company the “Financial Advisor”, and you shall not contact, communicate with or submit questions or requests to anyone at the Company or to any of its other Representatives except with the prior written consent of the Financial Advisor; provided that (i) your CEO may contact, and communicate with, the directors of the Company; and (ii) this Section 4 shall not restrict any communications between you or your Representatives and the Company or its Representatives in the ordinary course of business unconnected with the Transaction.  Without limiting the generality of the preceding sentence, you will not contact any customer or supplier, or other person having a business relationship with the Company, regarding the Company, the Company’s assets, business operations, personnel, prospects or financing, the Evaluation Material of the Company or the Transaction, except with the prior written consent of the Financial Advisor.

5.          Non-Solicitation.  For a period of one year from the date of this letter agreement, neither you nor any of your affiliates or associates (both as currently defined in Rule 12b-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) nor any of your or their respective Representatives acting at your or their direction or on your or their behalf, shall, directly or indirectly, solicit for employment, or employ, any of the current officers or employees of the Company with whom you or your Representatives have contact, directly or indirectly, during the period of your investigation of the Company, so long as they are employed by the Company or any of its affiliates, without obtaining the prior written consent of the Company; provided, however, that the receipt of an employee census or general roster of employees shall not on its own constitute contact or knowledge of such employee.  Notwithstanding the foregoing, this Section 5 does not restrict or preclude your right (i) to make generalized searches for employees by use of advertisements in any medium or to engage firms to conduct such searches (and to employ any person hired as a result of any such search), so long as such search firms do not target or focus on the Company, or (ii) to solicit for employment, or employ, any employee who (1) has been terminated by the Company prior to the commencement of employment discussions with such person or (2) initiates discussions regarding such employment without any direct or indirect solicitation by either you or your Representatives.  The provisions of this Section 5 shall not apply to any financial or other advisors or any prospective bank or institutional lenders that may be deemed to be your Representative, except and solely to the extent it is acting at your direction and on your behalf.

6. Standstill; Securities Law.

6.1.          Standstill.  For a period of six months from the date hereof, none of you, your affiliates or associates nor any of your or their respective Representatives acting at your or their direction or on your or their behalf, shall, directly or indirectly, acting alone or in concert with others, without the prior written consent of the Company:

5

(a)          acquire, or agree, offer, seek or propose to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (as defined under Section 13(d) of the Exchange Act) or otherwise, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities (whether debt or equity, voting or non-voting) or debt instruments of the Company (collectively, “Company Securities”);

(b)          acquire, enter into, or engage in, or agree, offer, seek or propose to acquire, enter into, or engage in, any derivative, swap or other transaction or series of transactions (including, without limitation warrants, options or other rights or convertible or exchangeable securities or instruments), the purpose or effect of which is to give you, any of your affiliates or associates economic or financial exposure similar to ownership of Company Securities, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any Company Securities, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of any Company Securities (“Derivative Interests”), regardless of (i) whether the Derivative Interest is exercisable, exchangeable, convertible or settleable immediately or exercisable, exchangeable, convertible or settleable after the passage of time and/or upon or after the satisfaction or occurrence of conditions or events and (ii) whether the Derivative Interest is required to be, or are capable of being, exercised, exchanged, converted or settled for or into Company Securities;

(c)          seek, offer, propose, or seek, offer or propose to enter into any agreement, arrangement or understanding with respect to, any merger, scheme, consolidation, amalgamation, business combination, tender or exchange offer, including any mandatory or voluntary offer, recapitalization, restructuring, sale or purchase of assets, securities or debt instruments, dissolution, liquidation or other similar transaction of or involving the Company or any of its affiliates or associates;

(d)          requisition or call, or seek or propose to requisition or have called, alone or in concert with others, any general meeting of the Company;

(e)          initiate, seek, propose, make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange Act) to vote, or seek to advise or influence any person with respect to the voting of, any Company Securities;

(f)          seek or propose, alone or in concert with others, the election or appointment of any person to, or representation on, or nominate or propose the nomination of any candidate to, the board of directors (or any similar governing body or entity) of the Company, or seek or propose, alone or in concert with others, the removal of any member of the board of directors (or any similar governing body or entity) of the Company;

(g)          seek, propose, or submit, alone or in concert with others, any proposal or matter of business to be voted upon or considered by the holders of any Company Securities;

6

(h)          form, join or in any way participate in any partnership, limited partnership, syndicate or other group, including any “group” (within the meaning of Section 13(d)(3) of the Exchange Act, as amended) with respect to any Company Securities;

(i)          enter into any arrangements, understanding or agreements (whether written or oral) or negotiations or discussions with, or advise, finance, assist or encourage, any other person or entity in connection with any of the foregoing, or make any investment in or enter into any arrangement, understanding or agreement with any other person or entity that engages, or offers or proposes to engage, in any of the actions or activities referenced in this Section 6.1;

(j)          make or cause to be made any public statement or public disclosure regarding any intent, purpose, plan or proposal that is inconsistent with the provisions of this Section 6.1, including any intent, purpose, plan or proposal that is conditioned on, or would require waiver, amendment, nullification or invalidation of, any provision of this Section 6.1 or take any action that could require the Company or any of its affiliates or associates or any of their respective Representatives to make any public disclosure relating to any such intent, purpose, plan, proposal or condition;

(k)          otherwise take, or solicit, cause or encourage others to take, any action inconsistent with any of the provisions of this Section 6.1; or

(l)           take any action challenging the validity or enforceability of any provision of this Section 6.1.

6.2.          Duty to Notify; Exceptions.  Notwithstanding the foregoing provisions of this Section 6, if (i) the Company publicly announces that it (or its board of directors) has recommended, approved or entered into an agreement with any person other than you with respect to, a general offer, scheme of arrangement, tender offer or exchange offer, a business combination, merger or similar extraordinary transaction in respect of the Company which provides for the acquisition of more than 50% of the voting securities or assets of the Company, or (ii) a third party, which is not affiliate of you, publicly announces a firm intention to make an offer for the Company (provided in each case that the making of such announcement does not constitute a breach of this Section 6)¹ then in each such case you and your affiliates will not be prohibited thereafter from making a general offer to the shareholders of the Company or from making proposals regarding an offer, scheme of arrangement, tender offer or exchange offer, possible business combination, merger or similar extraordinary transaction.  For the avoidance of doubt, nothing in this letter agreement shall restrict your or your affiliates’ ability to (i) sell or transfer (in whole or in part) or vote any securities of the Company in your sole and absolute discretion or (ii) make or amend any filings (and disclosures required therein) under Section 13(d) of the Exchange Act as legally required; provided, that you have provided notice of your intent to make such filing (along with a copy of your proposed disclosure to be included in such filing) to the Company prior to the filing thereof and provided the Company a reasonable opportunity to comment on such disclosure.

¹ These circumstances are not currently covered by (i), namely where a third party offer is announced for Grindrod without a recommendation from the Board, when it is customary for standstill provisions to fall away.

7

6.3.          Securities Law Obligations.  Each party understands and acknowledges that it is aware that, and shall advise its Representatives that, under certain circumstances, the federal and state securities laws and certain foreign laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that the person is likely to purchase or sell those securities.

7. Miscellaneous.

7.1.          Effect of Agreement.  Unless a final definitive agreement providing for a Transaction has been executed and delivered by the Company and you, neither the Company nor you will be under any legal obligation of any kind (including, without limitation, any fiduciary obligations) with respect to such Transaction by virtue of this letter agreement or any other written or oral expression except for the matters specifically agreed to herein.  The Company may, in its sole discretion, both reject any and all proposals made by you or your Representatives with regard to a Transaction, and terminate discussions and negotiations with you or your Representatives at any time for any reason or no reason and with or without notice to you.  The Company or its Representatives may (a) enter into negotiations and discussions with one or more other parties for a possible transaction in lieu of the Transaction and enter into a definitive agreement with respect to such transaction without prior notice to you or your Representatives or (b) change its process for considering the Transaction or any transaction in lieu of the Transaction without prior notice to you or your Representatives.

7.2.          Waiver; Amendments.  No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  This letter agreement may be amended or modified only by a separate writing between the Company and you.

7.3.          Severability; Entire Agreement.  The invalidity or unenforceability of any provision of this letter agreement shall not affect the validity or enforceability of any other provisions of this letter agreement, which shall remain in full force and effect.  This letter agreement contains the entire agreement between the Company and you concerning the subject matter hereof and supersedes (a) all previous agreements, written or oral, relating to the subject matter hereof and (b) any inconsistent confidentiality requirements imposed by any offering memorandum or Data Site to which the Receiving Party or its Representatives are granted access to in connection with the evaluation, negotiation or consummation of the Transaction.

7.4.          Remedies.  It is understood and agreed that money damages will not be a sufficient remedy for any breach of this letter agreement by either party or any of their respective Representatives and, in addition to all other remedies that a party or its Representatives may have, either party and its Representatives shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy.  Such remedies shall not be deemed to be the exclusive remedies for a breach by either party of this letter agreement but shall be in addition to all other remedies available at law or equity to a party.

8

7.5.          Governing Law.  This letter agreement and all controversies arising out of or relating to it shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance, without giving effect to conflict of law principles that might require the application of the laws of any other jurisdiction.

7.6.          Jurisdiction; Court Proceedings; Waiver of Jury Trial.  Any claims, actions, suits, or proceedings (“Litigation”) arising out of or in any way relating to this letter agreement shall be brought solely in any federal or state court located in the State of New York in New York County and each of the parties submits to the exclusive jurisdiction of such courts for the purpose of any such Litigation; provided that a final judgment in any such Litigation may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such Litigation in any federal or state court located in the State of New York in New York County, (b) any claim that any such Litigation brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such Litigation.  Each party agrees that service of process in any Litigation may be made by mailing a copy thereof by registered or certified mail or by overnight courier service, postage prepaid, to it at its address specified herein.  Nothing in this letter agreement will affect the right of any party to serve process in any other manner permitted by law.  Each party irrevocably and unconditionally waives any right to a trial by jury.

7.7.          Binding Effect; Assignment.  This letter agreement shall be binding upon you, the Company, and their respective successors and assigns and shall inure to the benefit of, and be enforceable by, you, the Company, and their respective successors and assigns.  You may not assign this letter agreement or any part of it without the prior written consent of the Company, and any purported assignment without such consent will be null and void.  You agree that the Company may assign this letter agreement, without your consent, to any person who is a successor in interest to, or purchaser of, the Company.

7.8.          Counterparts; Facsimile Signature.  This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.  This letter agreement or any counterpart may be executed and delivered by facsimile copies, each of which shall be deemed to be an original.

7.9.          Term.  Except as otherwise specifically provided herein, this letter agreement shall terminate and be of no further force and effect as of the date that is 18 months following the date hereof; provided, however, that such termination shall not relieve either party from its responsibilities in respect of any breach by this letter agreement prior to such termination.

(Signature page follows)

9

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.

Very truly yours,
Grindrod Shipping Holdings Ltd.
By:	/s/ Stephen Griffiths
Name:  Stephen Griffiths
Title:  Interim Chief Executive Officer & Chief Financial Officer

Accepted and agreed as of

the date first written above:

Taylor Maritime Investments Limited
By:	/s/ Edward D C Buttery
Name:  Edward D C Buttery
Title:  CEO Taylor Maritime Investments

10

EX-99.4

Exhibit 99.4

GRINDROD SHIPPING HOLDINGS LTD. Reg No. 201731497H 200 Cantonment Road, #03-01 Southpoint Singapore, 089763 Tel: +65 6323 0048 Fax: +65 6323 0046 Web: www.grinshipping.com  

August 25, 2022

Taylor Maritime Investments Limited

142 Buckingham Palace Road, 3^rd Floor

SW1W 9TR

London, England, United Kingdom

Attention: Edward Buttery, Chief Executive Officer

Re:  Exclusivity Agreement

Dear Edward:

Reference is made to that certain Letter of Intent, dated August 24, 2022 (“LOI”), from Taylor Maritime Investments Limited (“TMI”) to the Directors of Grindrod Shipping Holdings Ltd. (the “Company”) in which TMI provided details of a non-binding indicative proposal (the “Proposal”) regarding a potential acquisition  by TMI (or a subsidiary or affiliate of it) of the shares in the entire issued and to be issued share capital of the Company not already owned by TMI or a subsidiary or affiliate thereof  (the “Proposed Transaction”) by way of a takeover offer at a cash price (“Offer Price”) of USD 21 per share, that would be paid in conjunction with a special cash dividend from the Company of USD 5 per share cash, for a total payment to Company shareholders other than TMI and its subsidiaries and affiliates, together with the Offer Price, of USD 26 per share (the “Aggregate Payment”), subject to the terms and conditions of the Proposal.

In consideration of the significant investment of time and expenses to be incurred by or on behalf of TMI in connection with pursuing the Proposed Transaction, the Company agrees that, during the Exclusivity Period (as defined below), without the prior written consent of TMI, the Company will not, directly or indirectly, and will not permit its Representatives (as defined below) acting on its behalf to, (i) solicit, knowingly encourage or take any actions knowingly to facilitate any inquiries, discussions or proposals regarding, (ii) continue, propose or enter into negotiations or discussions with respect to, or (iii) enter into any agreement or other understanding providing for, any Alternative Transaction (as defined below).  During the Exclusivity Period, the Company will not provide any information to any other person or entity for the purpose of making, evaluating, or determining whether to make or pursue, any inquiries or proposals with respect to, any Alternative Transaction. The Company shall immediately cease and terminate any existing discussions and negotiations with any parties other than TMI and its Representatives with respect to any Alternative Transaction, and shall close online data room access to all such parties during the Exclusivity Period.  The foregoing provisions of this paragraph shall not apply to any act or omission that is required on the part of the Company or any of the Directors under the provisions of Rule 9.2 of the Singapore Code on Take-overs and Mergers (the “Code”) by the Securities Industry Council of Singapore (the “SIC”); provided that (i) prior to the provision of any business or trade secrets of the Company to another potential offeror, the Company has used (and shall use) reasonable efforts to seek an exemption from such requirement from the SIC and give TMI a reasonable opportunity to make representations to the SIC in connection therewith, and (ii) the proposed Alternative Transaction to which such  action or omission would relate did not result from a solicitation by the Company in violation of this paragraph.

Directors:	MJ Hankinson* (Chairman)	SW Griffiths (Interim Chief Executive Officer and Chief Financial Officer)		Quah Ban Huat*
	JP Herholdt*	MP Grindrod*	PC Over*	(* Non-Executive Directors)

As used herein, (x) the term “Alternative Transaction” means any (A) direct or indirect acquisition or purchase of a majority of the Company’s shares of capital stock or (B) recapitalization, equity financing, merger, consolidation, sale of all or a majority of the Company’s assets, or any liquidation, dissolution or similar transaction involving the Company, including, any dividend recapitalization transaction of the Company, (y) the term “Exclusivity Period” shall mean the period commencing on the date hereof and ending on the earliest of (i)  5:00 PM New York time on September 28, 2022, (ii) the execution and delivery by the Company and TMI of a definitive transaction implementation agreement with respect to the Proposed Transaction (a “Definitive Agreement”), (iii) such time as TMI ceases to negotiate with respect to a Proposed Transaction at an Offer Price of at least USD 21 per share and an Aggregate Payment of USD 26 per share, or (iv) TMI fails to file with the Securities Industry Council of Singapore (“SIC”) by 5:00 PM Singapore  time on September 6, 2022 a bona fide application seeking confirmation from the SIC that the terms of the Proposed Transaction comply with the Code and/or necessary waivers, consents, rulings and/or confirmations under the Code to proceed with the Proposed Transaction (provided that the Company has provided reasonable cooperation to TMI in relation to making such filing); provided, however, that if TMI and the Company mutually agree in writing, such Exclusivity Period will be further extended in successive increments of 7-days (or such other period as TMI and the Company mutually agree in writing), and (z) “Representatives” means, with respect to any party, the employees, advisors, agents and other representatives of such party or its subsidiaries.

Promptly after the date hereof, the Company will provide Parent with access to the Company’s online data room.  During the Exclusivity Period, the Company and TMI shall cooperate in good faith in connection with TMI’s due diligence of the Company.

In addition, TMI and the Company shall cooperate with each other and, prior to 5:00 PM Johannesburg time on September 7, 2022, each shall to the extent agreed to be required as part of the Proposed Transaction make the initial filings with, and notifications to, the South African Competition Commission necessary from the consummation of Offer under the Competition Act, No. 89 of 1998 (as amended). Thereafter, the Company and TMI shall provide to the South African Competition Commission such additional information that reasonably may be required or requested by it in connection with the Proposed Transaction.

The Company understands that TMI is required under applicable U.S. securities law to file with the Securities and Exchange Commission amendments to TMI’s Schedule 13D with respect to its share ownership of the Company, and may be required under applicable U.K. law and U.S. Securities laws to make other filings and/or other public statements, in each case disclosing the existence, terms and status of the LOI and the Proposed Transaction.  TMI understands that the Company is required under the Code, and may be required under applicable U.S. securities laws and the rules of the Johannesburg Stock Exchange, to make filings and/or other public statements disclosing the existence, terms and status of the LOI and the Proposed Transaction.  Prior to making any such filing or issuing any such public statement, TMI and the Company shall provide the other and its counsel with a copy of the proposed filing and/or statement and a reasonable opportunity to review and comment thereon, which comments TMI or the Company, as applicable, shall consider reasonably and in good faith.

The provisions of this letter agreement shall be legally binding on the parties hereto on the terms and subject to the conditions set forth herein. Notwithstanding the foregoing, each party hereto agrees that this letter agreement does not constitute an obligation or binding commitment of either party to execute any definitive agreement with respect to, or otherwise consummate, the Proposed Transaction. Except with respect to the matters expressly covered by this Agreement, any binding commitment or agreement with respect to the Proposed Transaction will result only when a Definitive Agreement with respect thereto is executed by all relevant parties.

This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising out of this Agreement may be submitted to a state or federal court in Delaware, and the parties hereto irrevocably agree to submit to the non-exclusive jurisdiction of such courts. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim with respect hereto.

This letter agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.

Sincerely,
GRINDROD SHIPPING HOLDINGS LTD.
By:	/s/ Stephen Griffiths
Name: Stephen Griffiths
Title:  Interim Chief Executive Officer & Chief Financial Officer

ACCEPTED AND AGREED
TAYLOR MARITIME INVESTMENTS LIMITED
By:	/s/ Edward D C Buttery
Name: Edward D C Buttery
Title: CEO Taylor Maritime Investments