Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Grindrod Shipping Holdings Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Y28895103

(CUSIP Number)

Victoria Commaille

Grindrod Limited

Grindrod Mews

106 Margaret Mncadi Avenue

Durban, 4001, Kwazulu-Natal, South Africa

Tel: +27 (31) 302 7145

With a copy to:

Joshua Wechsler

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 22, 2021

(Date of Event which Requires Filing of this Statement)

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 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 (“Act”) or otherwise subject to the liabilities of that section of

This Amendment No. 1 to the statement on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed by the Reporting Person on September 18, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”) regarding 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”).  The address of the Issuer’s principal executive offices is #03-01 Southpoint, 200 Cantonment Road, Republic of Singapore, 089763.

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D.  Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule.

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

After the close of business on September 22, 2021, Grindrod Limited and its subsidiary, Grindrod (South Africa) Proprietary Limited (“Grindrod (SA) Pty Ltd.”) (collectively, the “Selling Shareholders”) entered into an underwriting agreement (the “September 2021 Underwriting Agreement”) with Jefferies LLC (“Underwriter Representative”) and Noble Capital Market, Inc. (collectively, the “Underwriters”) and the Issuer, pursuant to which the Underwriters agreed to purchase an aggregate of 1,841,962 Ordinary Shares from the Selling Shareholders at the public offering price of $13.500 per share, less the underwriting discount of $0.945 per share.  Grindrod Limited and Grindrod (SA) Pty Ltd. sold 1,602,822 Ordinary Shares and 239,140 Ordinary Shares, respectively, pursuant to the September 2021 Underwriting Agreement, which transactions closed on September 27, 2021.  The Offering was made pursuant to the Company’s shelf registration statement filed on August 23, 2021 on Form F-3 (file no. 333-231509), as supplemented by a prospectus supplement, dated September 22, 2021.

 

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:  September 28, 2021