HAIFA,
Israel, May 26, 2022 /PRNewswire/ -- ZIM
Integrated Shipping Services Ltd. (NYSE: ZIM), a global
container liner shipping company, hereby updates that in connection
with the dividend distribution expected to take place on
June 8, 2022, as previously announced
by the Company on May 18, 2022 (the
"Dividend"), and in accordance with its previously obtained tax
ruling (the "Ruling') from the Israeli Tax Authority ("ITA"),
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
Ruling also applies to any future dividend distributions to be made
by the Company on or before December 31,
2022, if declared by the Company.
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 8, 2022,
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 (as defined
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 26, 2022, (www.sec.gov) and can also be found
on the Company's website here.
Background
On May 18,
2022, ZIM announced a dividend payment of $2.85 per ordinary share (approximately
$342 million), to holders of the
ordinary shares as of May 31, 2022.
Payment of the Dividend is expected to be made on June 8, 2022 (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 9, 2022, 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, American Stock Transfer &
Trust Company, LLC ("AST"), 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 5, 2022 ("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 26, 2022 with the Securities and Exchange
Commission (SEC) on no later than July 5,
2022 (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 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, (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 May 31,
2022, and a statement confirming that more than 75% of its
shareholders, directly or indirectly, are individuals of its state
of residence.
- 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, 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 5, 2022 (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
ESOP Management & Trust Services Ltd. to serve as a
processing agent for the benefit of the Shareholders in connection
with the distribution of the Dividend (the "Agent"). Shareholders
are asked to note that the Agent will not provide tax advice to any
Shareholders, who are encouraged to consult their own tax and
financial advisors. 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 (as defined below) 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 5, 2022. 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 26, 2022 with the SEC.
If a Shareholder fails to provide the Agent with all the
documentation required by July 5,
2022, 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:
ESOP Management & Trust Services Ltd.
Tel No: +972-3-7536823
Fax No: +972-3-7602636
Email: esop-sp@esop.co.il
About ZIM
ZIM (NYSE: ZIM) is a global container liner
shipping company with leadership positions in the markets where it
operates. Founded in Israel in
1945, ZIM is a veteran shipping liner, with decades of experience
providing customers with innovative seaborne transportation and
logistics services and a reputation for industry leading transit
times, schedule reliability and service excellence.
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.