Response of the Office of Mergers and Acquisition
Division of Corporation Finance

October 11, 2022

Ted Kamman, Esq.
Norton Rose Fulbright US LLP
ted.kamman@nortonrosefulbright.com    

Re:    Potential Cash Offer by Taylor Maritime Investments Limited for Grindrod Shipping Holdings Ltd.
Request for Relief under Section 14(d)(5) of the Exchange Act and under Exchange Act Rules 14d-4(d), 14d-6(c), 14d- 7(a)(1), 14d-11(e), and 14e-5

Dear Mr. Kamman:

We are responding to your letter dated October 7, 2022, and addressed to Ted Yu and David Plattner. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Singapore counsel. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

Section I

Based on the facts and representations in your letter, the Division of Corporation Finance (the “Division”), acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-11(e) and 14e-5. The exemption from Rule 14d-11(e) permits payment during the Subsequent Offering Period as soon as practicable in accordance with South African market practice, and in any case within six South African business days. The exemption from Rule 14e-5 allows the Prospective Bidder and other covered persons to make purchases outside the Offer, under the circumstances described in your letter.

Section II

Based on the facts and representations in your letter, the Division will not recommend enforcement action against the Prospective Bidder or its affiliates under Section 14(d)(5), Rule 14d-4(d), Rule 14d-6(c), or Rule 14d-7(a)(1) under the Exchange Act if the Prospective Bidder terminates the Initial Offer Period and thereby ends withdrawal rights before the scheduled expiration of the Initial Offer Period, in accordance with the terms and conditions described in your letter.

The exemptive and no-action relief granted is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.