Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2024

 

Commission File Number: 001-39937

 

ZIM Integrated Shipping Services Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

9 Andrei Sakharov Street

P.O. Box 15067

Matam, Haifa 3190500, Israel

[phone]

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒                   Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes ☐                   No ☒

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes ☐                   No ☒

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On December 2, 2024, and in connection with the payment of the dividends previously announced by the Company that are expected to be distributed on December 9, 2024, to the Company’s shareholders of record on December 2, 2024, (the “Dividends”), the Company has issued a press release announcing that certain shareholders of the Company may be eligible to a reduced Israeli withholding tax with respect to their share of the Dividends in accordance with a previously obtained tax ruling from the Israeli Tax Authority (the “Ruling”), as extended. A copy of this press release, including a link to the relevant forms in connection with the Dividends and the Ruling, are attached herewith as Exhibit 99.1.

The information in this Form 6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ZIM INTEGRATED SHIPPING SERVICES LTD.
	By:	/s/ Noam Nativ
		Noam Nativ
		EVP General Counsel and Corporate Secretary

 

Date: December 2, 2024

 

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EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
99.1		Press Release dated December 2, 2024

 

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Exhibit 99.1

 

ZIM Updates on Withholding Tax Procedures on December 2024

Regular and Special Cash Dividends

Haifa, Israel, December 2, 2024 – ZIM Integrated Shipping Services Ltd. (NYSE: ZIM) (“ZIM” or the “Company”), a global container liner shipping company, hereby updates that in connection with the regular and special dividend distributions, both expected to take place on December 9, 2024, as previously announced by the Company on November 20, 2024 (the “Dividends”), the previously obtained tax ruling from the Israeli Tax Authority (“ITA”) on tax withholding procedures relating to the payment of the Dividends to the Company’s shareholders (the “Ruling”), will apply.

 

As a result of the Ruling, certain shareholders of the Company (“Shareholders”) may be eligible to a reduced Israeli withholding tax rate with respect to their share of these Dividends, in comparison to the generally applicable withholding tax rate (the “Reduced Withholding Tax Rate”), under certain terms and conditions as set forth below.

 

The description provided below is not intended to constitute a complete analysis of withholding tax rate procedures relating to the distribution of the Dividends, nor does it address the actual tax liability of any of the Shareholders, but merely relates to the Israeli withholding tax procedures relating to the distribution of the Dividends. Other than the Dividends previously declared by the Company to be paid on December 9, 2024, there is no guarantee the Company will declare additional dividends in the future.

 

Shareholders are advised to consult their own tax and financial advisors concerning the tax consequences of each particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction. For the avoidance of doubt, the Agent IBI Trust Management (whose information is provided below) has been retained by ZIM for the purpose of coordinating certain procedures relating to the Ruling, and it is NOT intended that the Agent will provide any tax advice to any of the Shareholders, who are encouraged to consult their own tax and financial advisors.

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Forms required to be submitted to the Agent in connection with the Ruling as described below are available in the following link - here (the full link appears below, in the Agent’s contact information), and can also be found on the Company’s website here.

 

Background

On November 20, 2024, ZIM announced a regular cash dividend of $2.81 per ordinary share (approximately $340 million) and a special cash dividend of $0.84 per ordinary share (approximately $100 million), to holders of the ordinary shares as of December 2, 2024. Payment of the Dividends is expected to be made on December 9, 2024 (the "Payment Date").

 

General Withholding Tax Treatment under Israeli Law

As set out in the Company’s Annual Report on Form 20-F filed with the Commission on March 13, 2024, with respect to dividends sourced from regular earnings, under the Israeli Tax Ordinance and regulations issued under the Israeli Tax Ordinance (collectively, "ITO"), the current Israeli rate of withholding tax on dividends paid by an Israeli company is 30% for distributions to a "substantial shareholder" (in general, being someone who holds, directly or indirectly, by himself or together with others, at least 10% of one or more of the means of control in the company) and 25% with respect to distributions to all other holders of Ordinary Shares (“Withholding Tax”). Notwithstanding the foregoing, as a result of the Ruling and subject to its terms and conditions, certain Shareholders, both Israeli and non-Israeli, may be eligible to a reduced Israeli withholding tax rate on their share of these dividend distributions, in comparison to the generally applicable withholding tax rate described above, (the “Reduced Withholding Tax Rate”), under certain terms and conditions as set forth below.

 

Summary of the Main Terms of the Ruling

The following is a summary of some of the key terms of the Ruling. It is emphasized that the description below does not purport to exhaust all the terms and conditions included in the Ruling and is not a complete translation of the Ruling. In order to enjoy the Reduced Withholding Tax Rate, Shareholders must comply with all the terms of the Ruling, a copy of which in the Hebrew language as well as an unofficial non-binding English translation thereof can be obtained free of charge by email by approaching the Agent (as defined below) at the contact details provided below.

1.

On the Payment Date the Company will withhold 25% of the Dividends amount and will remit the tax amount to the Agent, to be handled by the Agent in accordance with the terms and conditions of the Ruling.

2.

The remaining 75% of the Dividends amount will be remitted by the Company to its transfer agent, Equiniti Trust Company, LLC, which will transfer the said amount to the Shareholders (including through brokers who hold in brokerage accounts ZIM shares on behalf of Shareholders).

3.

A Shareholder who is a resident of a country with which Israel has a tax treaty (“Treaty State”) (based on a declaration to be provided by such Shareholder) and is the beneficial owner of the Dividends, as well as a Shareholder who is a foreign (i.e., non-Israeli) resident of a country with which Israel does NOT have a tax treaty and is the beneficial owner of the Dividends, may apply to the Agent requesting a Reduced Tax Withholding Rate. Such application must be received by the Agent between the Payment Date and January 7, 2025 ("Change of Rate Period").

4.

A Shareholder who declared that he or she is a resident of a Treaty State and is the beneficial owner of the Dividends may apply to the Agent during the Change of Rate Period only (subject to complying with all the documentation requirements detailed below) requesting the receipt of the monetary difference between the tax amount remitted to the Agent (at a rate of 25%) and the amount represented by the withholding tax rate set forth in the tax treaty between Israel and such Treaty State or by the limited withholding tax rate applicable to such dividend payments under the ITO, to the extent applicable.

5.

A Shareholder who did not declare that it, he or she is a resident of a Treaty State and is the beneficial owner of the Dividends, may apply to the Agent during the Change of Rate Period only (subject to complying with all the documentation requirements detailed below) requesting the receipt of the monetary difference between the tax amount remitted to the Agent (at a rate of 25%) and the amount represented by the withholding tax rate applicable to such dividend payments under the ITO or by the limited withholding tax rate applicable to such dividend payments under the ITO, to the extent applicable.

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6.

Any Shareholder who claims to be entitled to a Reduced Tax Withholding Rate in accordance with the foregoing, will be required to provide the Agent with all relevant documentation as detailed in the Ruling and the forms available in the following link, on no later than January 7, 2025 (the end of the Change of Rate Period), including but not limited to, bank account details to which the dividend payments should be transferred, number of ZIM shares owned by the Shareholder in such account, identification document, and confirmation of residence for the tax year 2024 issued by the taxing authority of the state of tax residence.

7.

In addition to the foregoing, the Shareholder will provide a written declaration in the form annexed to this announcement which will include declarations as to the following: (i)  the Shareholder's tax residence for the tax year 2024, (ii) the Shareholder's beneficial ownership of the dividends, (iii) the investment in ZIM shares has not been made through a permanent establishment in Israel, (iv) the holding of ZIM shares is made for the Shareholder's own account and not for the account of others, and (v) the payment will not be made to a permanent establishment of the Shareholder outside of the Shareholder's tax residence.

8.

A non-Israeli corporate Shareholder (excluding a Shareholder covered by section 9 below) that requests a Reduced Tax Withholding Rate, will also need to provide the Agent with its updated shareholders register as of December 2, 2024, and a statement confirming that more than 75% of its shareholders, directly or indirectly, are individuals of its state of residence for the tax year 2024.

9.

A publicly traded non-Israeli corporate Shareholder whose shares are traded on a stock market outside of Israel and is a resident of a Treaty State, or a direct or indirect subsidiary of such Shareholder, will also provide the Agent with a declaration that it is a resident of such Treaty State or another non-Israeli state for the tax year 2024, as applicable.

10.

An Israeli corporate Shareholder which is entitled to a Reduced Tax Withholding Rate (including an exemption from withholding tax at source), will be able to apply to the Agent no later than January 7, 2025 (the end of the Change of Rate Period) and enclose an applicable valid ITA issued certificate setting forth a Reduced Tax Withholding Rate or an exemption from withholding tax. In addition, such Shareholder will enclose its certificate of incorporation, and all other documents required as set forth above, mutatis mutandis, as requested by the Agent.

11.

The Agent is entitled to request from the Shareholders applying for a Reduced Tax Withholding Rate additional documents in its discretion insofar as they are required to establish the tax residence of the Shareholder or its entitlement to exemption and/or to a Reduced Tax Withholding Rate.

12.

Notwithstanding the foregoing, no refund of excess tax withholding shall be affected by the Agent with respect to any Shareholder holding more than 5% of the issued share capital of the Company, or whose entitlement to dividends from the Company pursuant to the Dividends exceeds $500,000, other than in accordance with a specific approval issued by the ITA.

13.

The transfer of the amounts withheld, excluding the amounts returned to the Shareholders, as aforementioned, shall be conducted by the Agent. Subject to receipt by the Agent of your required documentation, the Agent will return the amounts withheld to the Shareholders as detailed above to the account at which the dividend payments were made within 30 days from the date the amounts withheld are paid to the ITA.

14.

The Ruling is aimed to address solely the issue of tax withholding procedures and should not be construed as setting the actual tax liability of any Shareholder with respect to the Dividends or otherwise.

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Appointment of Israeli Tax Withholding Agent

In order to facilitate the implementation of the procedures set forth in the Ruling for the benefit of its Shareholders, the Company appointed IBI Trust Management to serve as a processing agent for the benefit of the Shareholders in connection with the distribution of the Dividends (the “Agent”). Contact information of the Agent is provided at the bottom of this announcement. We encourage you to contact the Agent if you need any clarifications in filling-in the forms required under the Ruling to obtain a Reduced Withholding Tax Rate, or if you have any questions concerning the process. Please note that the Agent will not provide any tax advice to any Shareholder, who should consult their own tax and financial advisors.

In order to be eligible to benefit from a Reduced Withholding Tax Rate, Shareholders must provide the Agent with all documentation required under the Ruling not later than January 7, 2025. The relevant forms are included in the following link.

If a Shareholder fails to provide the Agent with all the documentation required by January 7, 2025, the Agent will not be able to attend to such Shareholder's application and will not be able to return any amounts originally remitted on behalf of such Shareholder nor provide any confirmation of tax withholding to such a Shareholder, either in connection with the Ruling or in connection with any other tax filing by such Shareholder.

ZIM's Agent Contact Information:

IBI Trust Management

Tel No: [phone], [phone]

Email: [e-mail]

Link to forms:

https://form.cellosign.co/public/djE6d2Y6MzlhOTE4M2MtYmU1My00MmNjLWFhMTktYjc5NGJmYTRjOTcxOlN0YXJ0RXZlbnRfMWl1OTBscQ

About ZIM

Founded in Israel in 1945, ZIM (NYSE: ZIM) is a leading global container liner shipping company with established operations in more than 90 countries serving approximately 33,000 customers in over 300 ports worldwide. ZIM leverages digital strategies and a commitment to ESG values to provide customers innovative seaborne transportation and logistics services and exceptional customer experience. ZIM’s differentiated global-niche strategy, based on agile fleet management and deployment, covers major trade routes with a focus on select markets where the company holds competitive advantages. Additional information about ZIM is available at www.ZIM.com.

ZIM Contacts

Media:

Avner Shats
ZIM Integrated Shipping Services Ltd.
[phone]
[e-mail] 

Investor Relations:

Elana Holzman
ZIM Integrated Shipping Services Ltd.
[phone]
[e-mail]

Leon Berman
The IGB Group
212-477-8438
[e-mail]

 

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