Taylor Maritime Investments : Shareholder Circular & Notice of EGM

176268      Proof 5 Wednesday, October 12, 2022 01:23

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS A PROPOSAL RELATING TO TAYLOR MARITIME INVESTMENTS LIMITED (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action you should take, you should immediately contact your stockbroker, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in this document and which recommends that you vote in favour of the Resolution to be proposed at the General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" on page 12 of this document.

TAYLOR MARITIME INVESTMENTS LIMITED

(Incorporated under the laws of Guernsey as a closed-ended investment company limited by shares

with registered number 69031)

NOTICE OF GENERAL MEETING

to consider the recommended proposal to amend the Existing Investment Policy

The Proposal described in this Circular is conditional on Shareholder approval at the General Meeting. Notice of the General Meeting to be held at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR on 28 October 2022 at 10.00 a.m. for the purpose of considering and, if thought fit, passing the Resolution, is set out at the end of this Circular.

Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar, Computershare Investor Services (Guernsey) Limited by no later than 10.00 a.m. on 26 October 2022. If you hold your Ordinary Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar by no later than 10.00 a.m. on 26 October 2022.

176268      Proof 5 Wednesday, October 12, 2022 01:23

TABLE OF CONTENTS

		Page
EXPECTED TIMETABLE	3
PART 1	LETTER FROM THE CHAIRMAN OF TAYLOR MARITIME
	INVESTMENTS LIMITED	4
PART 2	DEFINED TERMS	13
PART 3	NOTICE OF GENERAL MEETING	16

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176268      Proof 5 Wednesday, October 12, 2022 01:23

EXPECTED TIMETABLE

Date of publication of Circular	12 October 2022
Latest time and date for receipt of Forms of Proxy or transmission of
CREST Proxy Instructions (as applicable)	26 October 2022
General Meeting	28 October 2022
Results of General Meeting announced	28 October 2022

Note:

Each of the times and dates in the expected timetable of events may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a RIS provider. All times are London times.

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176268      Proof 5 Wednesday, October 12, 2022 01:23

PART 1

LETTER FROM THE CHAIRMAN OF TAYLOR MARITIME

INVESTMENTS LIMITED

(Incorporated under the laws of Guernsey as a closed-ended investment company limited by shares

with registered number 69031)
Directors	Registered Office
Nicholas Lykiardopulo (Non-executiveChairman)	Sarnia House
Edward Buttery (Chief Executive Officer)	Le Truchot
Christopher Buttery (Non-executiveDirector)	St Peter Port
Helen Tveitan (Non-executive Director)	Guernsey
Trudi Clark (Non-executive Director)	GY1 1GR
Sandra Platts (Non-executive Director)
	12 October 2022
Dear Shareholders,

Recommended proposal to amend the Existing Investment Policy

and

Notice of General Meeting

1. INTRODUCTION

The Company is an internally managed investment company which was incorporated on 31 March 2021, with ordinary shares of no par value in the capital of the Company (the Ordinary Shares). The Ordinary Shares were admitted to listing on the premium listing segment (closed-ended investment fund category) and trading on the Main Market of the London Stock Exchange on 27 May 2021 (Admission). The Company was established with the investment objective of providing investors with an attractive level of regular, stable and growing income and the potential for capital growth through investing primarily in vessels, usually employed or to be employed on fixed period charters.

Since Admission, the Company raised a further USD 75 million through an equity raise in July 2021, the net proceeds of which having been deployed in accordance with the Company's investment objective and policy. The Company's first set of audited final results for the financial period ended 31 March 2022 were published on 14 July 2022. As at 30 June 2022, the Company was invested in a fleet of 27 vessels with a market value of USD 542 million and the unaudited Net Asset Value of the Company was USD 591 million1.

In order to facilitate a broader range of investment transactions by the Company such as the Proposed Acquisition (as defined and described in paragraph 2 of Part 1 of this Circular), the Board has concluded that amendments to the Existing Investment Policy as detailed in paragraph 4 of Part 1 of this Circular would be in the best interests of the Company and are necessary for the Company to proceed with the Proposed Acquisition of Grindrod Shipping.

The proposed amendments are considered to constitute a material change to the Company's published Investment Policy. Therefore, pursuant to LR 15.4.8(2) of the Listing Rules, the Company is required to obtain the approval of the Company's Shareholders by way of an Ordinary Resolution. The FCA has given its prior approval to the proposed amendments.

The purpose of this Circular is to convene a General Meeting at which the Resolution will be proposed, to provide shareholders with details of the Proposal, to explain why the Board considers the Proposal to be in

1 The Net Asset Value figure reflects other investment assets and cash.

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the best interests of the Company as a whole and to recommend that the Shareholders vote in favour of the Resolution.

2. BACKGROUND TO AND RATIONALE FOR PROPOSED CHANGES TO THE INVESTMENT POLICY

Introduction

The Company wishes to broaden its Investment Policy to enable it to undertake a wider variety of investments in accordance with its investment objective, including acquiring majority stakes in shipping companies (such as through the Proposed Acquisition) in addition to the direct acquisition of vessels. The proposed changes are not designed to detract from the Company's overall objective, policy and investment philosophy and the underlying investment proposition will remain the same.

The Proposed Acquisition

On 28 January 2022, the Company completed the acquisition of a 22.6% stake in Grindrod Shipping Holdings Ltd (Grindrod Shipping), a Singapore incorporated, dry bulk owner operator that is dual listed on NASDAQ and the Johannesburg Stock Exchange, for cash consideration of USD 77.9 million via a private, off-market acquisition from a wholly-owned subsidiary of Remgro Limited, Grindrod Shipping's then largest shareholder. Taken together with Grindrod Shipping shares purchased by the Company on the open market, the Company's aggregate interest in Grindrod Shipping is currently approximately 26%.

Grindrod Shipping owns 25 vessels including 15 Handysize vessels and 10 Supramax and Ultramax vessels. Grindrod Shipping also has a further six Supramax and Ultramax vessels which are "chartered-in" on long term leases.

As set out in the Company's announcement on 12 October 2022 (the Announcement), the Company has announced, via its wholly-owned subsidiary, Good Falkirk (MI) Limited (the Offeror), a formal takeover offer to acquire the entire issued and to be issued share capital of Grindrod Shipping not already owned by the Offeror by way of a takeover offer for cash structured as a voluntary general offer governed by the Singapore Code on Takeovers and Mergers (the Proposed Acquisition).

The consideration payable by the Offeror pursuant to the terms of the Proposed Acquisition comprises a cash payment of USD 21 per Grindrod Shipping share and the payment by Grindrod Shipping of a special dividend of USD 5 per Grindrod Shipping share to shareholders of Grindrod Shipping, representing an aggregate transaction value of USD 26 per Grindrod Shipping share and valuing Grindrod Shipping's existing issued and to be issued ordinary share capital at approximately USD 506 million on a fully diluted basis. The Company will be financing the cash consideration payable under the Proposed Transaction out of its own cash resources and a new acquisition finance facility arranged by Nordea Bank Abp, filial i Norge (the New Facility) comprising (1) a term loan facility in a principal amount not exceeding USD 163,330,000 (the Term Loan) and (2) a top up term loan in a principal amount not exceeding USD 45,000,000 (the Top Up Facility). The rate of interest payable in respect of the New Facility is the percentage rate per annum which is the aggregate of the applicable term SOFR reference rate, the relevant credit adjustment spread and a margin of 3.10 basis points (in respect of the Term Loan) and 3.85 basis points (in respect of the Top Up Facility).

The amount to be drawn down under the New Facility will depend on the level of holding that the Company acquires in Grindrod Shipping under the Proposed Transaction. The minimum size of the stake in Grindrod Shipping that will be acquired pursuant to the Proposed Acquisition is shares carrying voting rights to more than 50% of the voting capital of Grindrod Shipping, but this could rise to 100%, depending on the level of valid tenders received from Grindrod Shipping shareholders. The amount that the Company will be required to borrow under the New Facility ranges from zero at an ownership interest of 50.1% to approximately USD 175 million at 100%. Sums drawn down under this facility will be guaranteed by the Company and will also be secured by, among other things, a pledge over the Offeror's shareholding in Grindrod Shipping following the Proposed Transaction. In addition, the Company will provide collateral security over a pool of vessels within its existing portfolio of assets.

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