HAIFA,
Israel, March 22, 2023 /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 April 3, 2023, as
previously announced by the Company on March
13, 2023 (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"). The Ruling will apply to this Dividend, and to any
future dividend distributions to be made by the Company on or
before September 30, 2023, if
declared by the Company.
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 April 3, 2023,
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 March 22, 2023, (www.sec.gov) and can also be
found on the Company's website here.
Background
On March 13, 2023, ZIM announced a
dividend payment of $6.40 per
ordinary share (approximately $769
million), to holders of the ordinary shares as of
March 24, 2023. Payment of the
Dividend is expected to be made on April 3,
2023 (the "Payment Date"). Because the Dividend amount per
share exceeds 25% of the Company's ordinary share price as of the
declaration date (March 13, 2023),
per the instructions of the NYSE, the ex-dividend date with respect
to the Dividend distribution was set for April 4, 2023. Therefore, Shareholders who wish
to receive the Dividend must hold on to their ZIM Shares until the
ex-dividend 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,
2023, 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.
1. 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.
2. 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).
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 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 May 5, 2023 ("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 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.
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
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.
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 attached as exhibits 99.2, 99.3 and 99.4
to the Company's Current Report on form 6-K filed on March 22, 2023 with the Securities and Exchange
Commission (SEC) on no later than May 5,
2023 (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.
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, (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.
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 April 4,
2023, and a statement confirming that more than 75% of its
shareholders, directly or indirectly, are individuals of its state
of residence.
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, 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 May 5, 2023 (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 dividend from the Company pursuant
to the Dividend 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 payment was 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
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
May 5, 2023. 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
March 22, 2023 with the
SEC.
If a Shareholder fails to provide the Agent with all the
documentation required by May 5,
2023, 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
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 34,000 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.