GRINDROD LIMITED – Disposal of Grindrod’s UK real estate investment and withdrawal of cautionary Announcement – SENS

Beth McCandry

Sale of Grindrod’s UK real estate investment and withdrawal of warning message

Grindrod Limited
Registered in the Republic of South Africa
(Registration number 1966/009846/06)
Common stock code: GND and ISIN: ZAE000072328
Preferred share code: GNDP and ISIN: ZAE000071106
(“Grindrod” or “the group”)

DISPOSAL OF GRINDROD REAL ESTATE INVESTMENT IN THE UK AND TAKING BACK PRECAUTIONS
NOTICE

1 Introduction

Grindrod shareholders are cautioned that Grindrod through its wholly owned subsidiary Grindrod Property Private
Equity Proprietary Limited (“GPPE”) has entered into an agreement (“Agreement”) with Gripon Limited
(“Gripon”) on September 3, 2021, whereby Gripon will take over GPPE’s entire stake in Select
Industrial Real Estate UK Fund Limited (“SIRE”) for a cash amount of £ 17.391 million (£ 17 million)
three hundred and ninety-one thousand pounds sterling) (“Purchase Price”) (“Disposal”).

2. Disposal conditions

2.1. Consideration of purchase

The purchase price (in pounds sterling) is to be paid to GPPE as follows:

• £ 4.497 million (four million four hundred and ninety-seven thousand pounds sterling) on ​​settlement
the condition precedent of the agreement;
• £ 2 million (two million pounds sterling) due 12 (twelve) months after the condition is met
Precedent for the agreement;
• £ 5.172 million (five million one hundred seventy-two thousand pounds sterling) due 30 (thirty)
Months after fulfillment of the condition precedent of the agreement; and
• £ 5.722 million (five million seven hundred twenty-two thousand pounds sterling) due 36 (thirty
six) months after fulfillment of the condition precedent of the agreement (“last installment”).

In addition to the purchase consideration, excess cash in SIRE will be distributed to SIRE
Shareholders prior to the sale and GPPE estimates its portion of that cash at c. 1.7 million pounds (one
Million seven hundred thousand pounds sterling), before any transaction costs.

Interest of 1.5% (one point five percent) per year (nominal annual compounding quarterly) is due
on each outstanding part of the purchase consideration from 13 (thirteen) months after fulfillment
the condition precedent of the contract and payable in the last installment.

2.2. Condition precedent

The sale requires approval from the South African Financial Surveillance Department
Reserve bank.

The agreement contains representations and warranties between the parties, which act as
Standard for a transaction of this type.

2.3. Effective Date

The sale becomes effective 10 working days after fulfillment of the condition precedent or
another date that the parties can agree in writing.

3. Justification for the disposal and use of the proceeds from the sale

Grindrod has announced its engagement, its private equity portfolios and real estate exposures in a
practical and organized way to ensure that the chosen approach to eliminate non-core
Investments lead to improved shareholder returns and an efficient capital allocation in the long term.

Grindrod believes the divestment is the most efficient way of realizing its value in relation to its UK property
Investment as Gripon is SIRE’s existing partner in the underlying UK property investments, resulting in a discounted
Timeline for completing a cross-border transaction and eliminating the need for GPPE to raise additional capital.

The proceeds from the sale will be used to reduce the Group’s debt.

4. Type of business from SIRE

SIRE is a Jersey based investment holding company that owns UK property investments. The main focus
from SIRE is to invest in companies that buy, develop and hold institutional quality logistics real estate in the UK
secondary focus on UK housing development opportunities.

SIRE’s majority shareholder is GPPE, a South Africa-based private equity firm that has been invested in
Industrial, commercial and retail properties. GPPE is 100% owned by GFS Holdings Proprietary Limited
(“GFSH”), a South Africa based investment holding and operating company. In turn, GFSH is 100% owned by
Sharpening rod.

5. Financial information

The value of SIRE’s net assets as of June 30, 2021 was £ 31.966 million and the attributable amount
GPPE was £ 29.406 million. Reported profit for the six months ended June 30, 2021 was £ 0.748m
and the profit attributable to GPPE was £ 0.673 million.

The financial information was extracted from SIRE’s unaudited results for the six months ended June 30th
Compiled in accordance with UK GAAP in 2021.

6. Categorization of disposal in terms of the JSE listing requirements

The departure at the exchange rate on September 3, 2021 of GBP 1 = ZAR 19.8381 is recorded as a. classified
Category 2 transaction for Grindrod that requires notice.

7. Withdrawal of warnings

The shareholders’ attention is drawn to the fact that the warning message published on SENS on August 17, 2021 is hereby made
withdrawn. Accordingly, shareholders must trade Grindrods
Securities.

Durban

September 6, 2021

Investment bank, business advisor and sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 06.09.2021 10:35:00
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