Securities Registration (foreign Private Issuer) (f-3/a)
September 08 2021 - 4:08PM
Edgar (US Regulatory)
As filed with the U.S. Securities and
Exchange Commission on September 8, 2021
Registration No. 333-259019
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 1 TO
FORM F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Grindrod Shipping Holdings Ltd.
(Exact name of Registrant as specified
in its charter)
Not Applicable
(Translation of Registrant's name into
English)
Singapore
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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(Singapore Company Registration No. 201731497H)
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#03-01 Southpoint
200 Cantonment Road
Singapore 089763
+65 6323 0048
(Address and telephone number of Registrant's
principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-66806
(Name, address and telephone number of
agent for service)
Copies to:
Joshua Wechsler
Ashar Qureshi
Fried, Frank, Harris, Shriver & Jacobson
LLP
One New York Plaza, New York, NY 10004
United States
Tel: (212) 859-8000
Fax: (212) 859-4000
Approximate date of commencement of proposed
sale to the public:
From time to time after this registration
statement become effective as determined by market conditions and other factors.
If only securities being registered on
this Form are being offering pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging Growth Company x
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act. ☐
†The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement
on Form F-3 (File No. 333-259019) is being filed solely to re-file exhibit 5.1. Accordingly, this Amendment No. 1 consists solely
of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement,
the exhibit index and the filed Exhibit 5.1. The prospectus contained in Part I of the Registration Statement is unchanged and
has been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 8.
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Indemnification of Directors and Officers.
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Our Constitution provides
that, subject to the provisions of the Companies Act, Chapter 50 of Singapore (the “Singapore Companies Act”) and any
other applicable law, every director, chief executive officer, auditor, secretary or other officer of our company shall be entitled
to be indemnified by our company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him
or her in the execution and discharge of his or her duties (and where he serves at our request as a director, officer, employee
or agent of any of our subsidiaries or affiliates) or in relation thereto and in particular and without prejudice to the generality
of the foregoing, no director, secretary or other officer of our company shall be liable for the acts, receipts, neglects or defaults
of any other director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening
to our company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf
of our company or for the insufficiency or deficiency of any security in or upon which any of the moneys of our company shall be
invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with who many moneys,
securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen to or
be incurred by our company in the execution of the duties of his or her office or in relation thereto unless the same shall happen
through his or her own negligence, willful default, breach of duty or breach of trust.
In cases where a director
is sued by the company, the Singapore Companies Act gives the court the power to relieve directors either wholly or partially from
their liability for their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be
shown that (i) the director acted reasonably and honestly; and (ii) it is fair, having regard to all the circumstances of the case
including those connected with such director’s appointment, to excuse the director. However, Singapore case law has indicated
that such relief will not be granted to a director who has benefited as a result of his or her breach of trust.
Under Section 172 of
the Singapore Companies Act, any provision exempting or indemnifying the officers of a company (including directors) against liability,
which by law would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation
to the company is void. However, the Singapore Companies Act allows a company to (a) purchase and maintain for any officer insurance
against any liability which by law would otherwise attach to such officer in connection with any negligence, default, breach of
duty or breach of trust in relation to the company; and (b) indemnify such officer against any liability incurred by him or her
to a person other than the company except when the indemnity is against any liability (i) of the officer to pay a fine in criminal
proceedings, (ii) of the officer to pay a penalty in respect of non-compliance with any regulatory requirements, (iii) incurred
by the officer in defending criminal proceedings in which he or she is convicted, (iv) incurred by the officer in defending civil
proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the officer
in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court
refuses to grant him or her relief. The limitation of liability and indemnification provisions in our Constitution may discourage
shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood
of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders.
A shareholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors
and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
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Item 9.
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Exhibits and Financial Statement Schedules.
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The exhibits to this
registration statement are listed in the Index to Exhibits below.
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a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
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(4)
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To file a post-effective amendment to the registration statement to include any financial statements
required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes
in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F
if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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(5)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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If the registrant is relying on Rule 430B:
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date; or
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(ii)
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If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
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(iii)
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If the registrant is relying on Rule 430D of this chapter:
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) and (h) of this chapter shall
be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of this chapter
as part of a registration statement in reliance on Rule 430D of this chapter relating to an offering made pursuant to Rule 415(a)(1)(vii)
or (a)(1)(xii) of this chapter for the purpose of providing the information required by section 10(a) of the Securities Act
of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430D of this chapter, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date; or
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(6)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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h)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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i)
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The undersigned registrant hereby undertakes that:
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(1)
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For purposes of determining any liability under the Securities Act of 1933, the information omitted
from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
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(2)
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For the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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INDEX TO EXHIBITS
* Previously
filed.
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(1)
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To be filed by amendment or as an exhibit to a document to be incorporated by reference into this
registration statement
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(2)
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Incorporated by reference to Exhibit 1.1 to Amendment No. 3 to the Registrant’s registration
statement on Form 20-F filed with the SEC on June 5, 2018.
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(3)
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Incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Registrant’s registration
statement on Form 20-F filed with the SEC on April 30, 2018.
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(4)
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Incorporated by reference to Exhibit 2.2 to Amendment No. 2 to the Registrant’s registration
statement on Form 20-F filed with the SEC on April 30, 2018.
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(5)
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Incorporated by reference to Exhibit 2.3 to Amendment No. 2 to the Registrant’s registration
statement on Form 20-F filed with the SEC on April 30, 2018.
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(6)
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Incorporated by reference to Exhibit 2.4 to Amendment No. 3 to the Registrant’s registration
statement on Form 20-F filed with the SEC on June 5, 2018.
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(7)
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Incorporated by reference to Exhibit 2.5 to the Registrant’s 2019 annual report on Form 20-F
files with the SEC on June 5, 2020.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration Statement on Form F-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Singapore, on September 8, 2021.
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GRINDROD SHIPPING HOLDINGS LTD.
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By:
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/s/ Stephen Griffiths
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Name:
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Stephen Griffiths
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by following persons in the capacities and on
the dates indicated.
Signature
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Title
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Date
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*
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Chief Executive Officer and Director
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September 8, 2021
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Martyn Wade
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(Principal Executive Officer)
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/s/ Stephen Griffiths
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Chief Financial Officer and Director
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September 8, 2021
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Stephen Griffiths
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(Principal Financial and Accounting Officer)
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*
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Chairman of the Board
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September 8, 2021
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Michael Hankinson
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*
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Director
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September 8, 2021
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Murray Grindrod
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*
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Director
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September 8, 2021
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John Herholdt
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*
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Director
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Quah Ban Huat
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September 8, 2021
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*
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Director
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Pieter Uys
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September 8, 2021
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*By:
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/s/ Stephen Griffiths
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Stephen Griffiths
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September 8, 2021
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Attorney-in-fact
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States, has signed this Registration
Statement on September 8, 2021.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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