HAIFA,
Israel, May 28, 2024 /PRNewswire/ -- ZIM
Integrated Shipping Services Ltd. (NYSE: ZIM) ("ZIM" or the
"Company"), a global container liner shipping company, hereby
updates that in connection with the dividend distribution expected
to take place on June 11, 2024, as
previously announced by the Company on May
21, 2024 (the "Dividend"), it had obtained an extension of
its previously obtained tax ruling from the Israeli Tax Authority,
or ITA, with respect to the tax withholding procedures relating to
the payment of the Dividend to the Company's shareholders (the
"Ruling").
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 this Dividend, 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 Dividend, 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 Dividend. Other than the Dividend previously declared by the
Company to be paid on June 11, 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.
Forms required to be submitted to the Agent in connection
with the Ruling as described below are attached as exhibits 99.2,
99.3 and 99.4 to Company's Current Report on Form 6-K filed with
the Securities and Exchange Commission (SEC) on May 28, 2024, (www.sec.gov) and can also be found
on the Company's website here.
Background
On May 21, 2024, ZIM announced a
dividend payment of $0.23 per
ordinary share (approximately $28.0
million), to holders of the ordinary shares as of
June 4, 2024. Payment of the Dividend
is expected to be made on June 11,
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 this dividend distribution,
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.
- On the Payment Date the Company will withhold 25% of the
Dividend 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.
- The remaining 75% of the Dividend amount will be remitted by
the Company to its transfer agent, Equiniti Trust Company, LLC
(formerly named American Stock Transfer & 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).
- 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 Dividend, 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 Dividend,
may apply to the Agent requesting a Reduced Tax Withholding Rate.
Such application must be received by the Agent between the Payment
Date and July 7, 2024 ("Change
of Rate Period").
- A Shareholder who declared that he or she is a resident of a
Treaty State and is the beneficial owner of the Dividend 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 payment under the ITO, to the extent applicable.
- 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
Dividend, 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 payment under the ITO or by the limited withholding
tax rate applicable to such dividend payment under the ITO, to the
extent applicable.
- 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 attached as exhibits 99.2, 99.3 and 99.4 to the
Company's Current Report on form 6-K filed on May 28, 2024 with the Securities and Exchange
Commission (SEC) on no later than July 7,
2024 (the end of the Change of Rate Period), including but
not limited to, bank account details to which the dividend payment
should be transferred, number of ZIM shares owned by the
Shareholder in such account, identification document, and
confirmation of residence for the tax year 2023 issued by the
taxing authority of the state of tax residence.
- 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 2023, (ii) the
Shareholder's beneficial ownership of the dividend, (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.
- 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 June 4,
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 2023.
- 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 2023, as
applicable.
- 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
July 7, 2024 (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.
- 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.
- 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 dividend from the Company pursuant
to the Dividend exceeds $500,000,
other than in accordance with a specific approval issued by
the ITA.
- 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
payment was made within 30 days from the date the amounts withheld
are paid to the ITA.
- 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
Dividend or otherwise.
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 Dividend (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
July 7, 2024. The relevant
forms included in the Ruling are and attached as exhibits 99.2,
99.3 and 99.4 to the Company's Current Report on form 6-K filed on
May 28, 2024 with the SEC.
If a Shareholder fails to provide the Agent with all the
documentation required by July 7,
2024, 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: +972-3-5193896, +972 506 209 410
Email:
ZimDividend@ibi.co.il
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.
+972-4-865-2520
shats.avner@zim.com
Investor Relations:
Elana Holzman
ZIM Integrated Shipping Services Ltd.
+972-4-865-2300
holzman.elana@zim.com
Leon Berman
The IGB Group
212-477-8438
lberman@igbir.com
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SOURCE ZIM Integrated Shipping Services Ltd.
