UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36761 KENON HOLDINGS LTD. (Exact name of registrant as specified in its charter) (Company Registration No. 201406588W) Singapore 4911 Not Applicable (Jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 1 Temasek Avenue #36-01 Millenia Tower Singapore 039192 +65 6351 1780 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Copies to: Scott V. Simpson James A. McDonald Skadden, Arps, Slate, Meagher and Flom (UK) LLP 40 Bank Street London E14 5DS Telephone: +44 20 7519 7000 Facsimile: +44 20 7519 7070 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Ordinary Shares, no par value KEN The New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 53,858,498 shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Other ☐ Accounting Standards Board ☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ TABLE OF CONTENTS PART I 1 ITEM 1. Identity of Directors, Senior Management and Advisers 1 A. Directors and Senior Management 1 B. Advisers 1 C. Auditors 1 ITEM 2. Offer Statistics and Expected Timetable 1 ITEM 3. Key Information 1 A. Selected Financial Data 1 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 6 D. Risk Factors 6 ITEM 4. Information on the Company 49 A. History and Development of the Company 49 B. Business Overview 50 C. Organizational Structure 95 D. Property, Plants and Equipment 96 ITEM Unresolved Staff Comments 96 4A. ITEM 5. Operating and Financial Review and Prospects 96 A. Operating Results 103 B. Liquidity and Capital Resources 108 C. Research and Development, Patents and Licenses, Etc. 120 D. Trend Information 120 E. Off-Balance Sheet Arrangements 121 F. Tabular Disclosure of Contractual Obligations 121 G. Safe Harbor 122 ITEM 6. Directors, Senior Management and Employees 122 A. Directors and Senior Management 122 B. Compensation 125 C. Board Practices 125 D. Employees 128 E. Share Ownership 128 ITEM 7. Major Shareholders and Related Party Transactions 129 A. Major Shareholders 129 B. Related Party Transactions 130 C. Interests of Experts and Counsel 130 ITEM 8. Financial Information 131 A. Consolidated Statements and Other Financial Information 131 B. Significant Changes 131 ITEM 9. The Offer and Listing 131 A. Offer and Listing Details. 131 B. Plan of Distribution 131 C. Markets 131 D. Selling Shareholders 131 E. Dilution. 131 F. Expenses of the Issue 131 i ITEM 10. Additional Information 131 A. Share Capital 131 B. Constitution 131 C. Material Contracts 145 D. Exchange Controls 145 E. Taxation 145 F. Dividends and Paying Agents 150 G. Statement by Experts 150 H. Documents on Display 151 I. Subsidiary Information 151 ITEM 11. Quantitative and Qualitative Disclosures about Market Risk 151 ITEM 12. Description of Securities Other than Equity Securities 152 A. Debt Securities 152 B. Warrants and Rights 152 C. Other Securities 152 D. American Depositary Shares 152 PART II 153 ITEM 13. Defaults, Dividend Arrearages and Delinquencies 153 ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 153 ITEM 15. Controls and Procedures 153 ITEM 16. [RESERVED] 154 ITEM Audit Committee Financial Expert 154 16A. ITEM Code of Ethics 154 16B. ITEM Principal Accountant Fees and Services 154 16C. ITEM Exemptions from the Listing Standards for Audit Committees 155 16D. ITEM Purchases of Equity Securities by the Issuer and Affiliated Purchasers 155 16E. ITEM Change in Registrant’s Certifying Accountant 155 16F. ITEM Corporate Governance 155 16G. ITEM Mine Safety Disclosure 155 16H. PART III 156 ITEM 17. Financial Statements 156 ITEM 18. Financial Statements 156 ITEM 19. Exhibits 156 ITEM 19. Exhibits 156 ii INTRODUCTION AND USE OF CERTAIN TERMS We have prepared this annual report using a number of conventions, which you should consider when reading the information contained herein. In this annual report, the “Company,” “we,” “us” and “our” shall refer to Kenon Holdings Ltd., or Kenon, and each of our subsidiaries and associated companies, collectively, as the context may require, including: • OPC Energy Ltd. (“OPC”), an owner, developer and operator of power generation facilities in the Israeli power market, in which Kenon has a 70% interest; • Qoros Automotive Co., Ltd. (“Qoros”), a Chinese automotive company based in China, in which Kenon, through its 100%-owned subsidiary Quantum (as defined below), has a 12% interest; • ZIM Integrated Shipping Services, Ltd. (“ZIM”), an Israeli global container shipping company, in which Kenon has a 32% interest; • Primus Green Energy, Inc. (“Primus”), a New Jersey corporation which is a developer of an alternative fuel technology, in which Kenon, through IC Green (as defined below), has a 91% interest. In light of market conditions, Primus has decided to significantly reduce its operations. • I.C. Power Asia Development Ltd. (“ICP”), formerly I.C. Power Ltd., an Israeli company, in which Kenon has a direct 100% interest; • IC Power Ltd. (“IC Power”), formerly IC Power Pte. Ltd, a Singaporean company, in which Kenon has a direct 100% interest; • IC Power Distribution Holdings Pte. Ltd. (“ICPDH”), a Singaporean company, in which Kenon has an indirect 100% interest; and • “Inkia” means Inkia Energy Limited, a Bermudian corporation and a wholly-owned subsidiary of Kenon, which was liquidated in July 2019. In December 2017, Inkia sold the Inkia Business (as defined below); Additionally, this annual report uses the following conventions: • “Ansonia” means Ansonia Holdings Singapore B.V., a company organized under the laws of Singapore, which owns approximately 58% of the outstanding shares of Kenon; • “CDA” means Cerro del Águila S.A., a Peruvian corporation; • “DEOCSA” means Distribuidora de Electricidad de Occidente, S.A., a Guatemalan corporation, which was owned by Inkia prior to the sale of the Inkia Business in December 2017; • “DEORSA” means Distribuidora de Electricidad de Oriente, S.A., a Guatemalan corporation, which was owned by Inkia prior to the sale of the Inkia Business in December 2017; • “Hadera Paper” means Hadera Paper Ltd., an Israeli corporation, which is owned by OPC; • “HelioFocus” means HelioFocus Ltd.,