UNITED STATES SECURITIES and EXCHANGE COMMISSION Amendment No. 1 to Form F-1 ZIM Integrated Shipping Services Ltd
Total Page:16
File Type:pdf, Size:1020Kb
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 19, 2021. Registration No. 333-251822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZIM Integrated Shipping Services Ltd. (Exact Name of Registrant as Specified in its Charter) State of Israel 4412 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) Incorporation or Organization) Classification Code Number) ZIM Integrated Shipping Services Ltd. 9 Andrei Sakharov Street P.O. Box 15067 Matam, Haifa 3190500, Israel +972 (4) 865-2000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) ZIM American Integrated Shipping Services Company, LLC 5801 Lake Wright Drive Norfolk, Virginia 23502 757-228-1300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Michael Kaplan, Esq. David Hodak, Adv. Robert W. Downes, Esq. Adam M. Klein, Adv. Pedro J. Bermeo, Esq. Adva Bitan, Adv. John Horsfield-Bradbury, Esq. Goldfarb Seligman & Co. Davis Polk & Wardwell LLP Gross & Co. Sullivan & Cromwell LLP 98 Yigal Alon Street 450 Lexington Avenue One Azrieli Center, 125 Broad Street Tel Aviv 6789141, Israel New York, NY 10017 Round Building New York, NY 10004 Tel: +972 (3) 608-9999 Tel: (212) 450-4111 Tel Aviv 6701101, Israel Tel: (212) 558-4000 Fax: +972 (3) 609-9909 Fax: (212) 701-5111 Tel: +972 (3) 607-4444 Fax: (212) 558-3588 Fax: +972 (3) 607-4422 Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. 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 7(a)(2)(B) of the Securities 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. CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount to be Offering Price Aggregate Amount of Title of Each Class of Securities to be Registered Registered(2) Per Share(1) Offering Price(1)(2) Registration Fee(3) Ordinary shares, no par value 20,125,000 $ 19.00 $ 382,375,000 $ 41,718 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933. (2) Includes 2,625,000 shares that the underwriters have the option to purchase. (3) A registration fee of $10,910 was previously paid in connection with the Registration Statement. The registrant has paid the remaining registration fee of $30,808 herewith. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Subject to Completion Preliminary Prospectus Dated January 19, 2021 PROSPECTUS 17,500,000 Ordinary Shares ZIM Integrated Shipping Services Ltd. This is ZIM Integrated Shipping Services Ltd.’s initial public offering. We are selling 17,500,000 of our ordinary shares. We anticipate that the initial public offering price will be between $16.00 and $19.00 per share. Prior to this offering, there has been no public market for our ordinary shares. We have applied to have the ordinary shares listed on the New York Stock Exchange (“NYSE”) under the symbol “ZIM.” Investing in our ordinary shares involves risks. See “Risk factors” beginning on page 18 to read about certain factors you should carefully consider before deciding to invest in our ordinary shares. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us (before expenses) $ $ (1) See “Underwriting” for a description of compensation payable to the underwriters and reimbursement of expenses. The underwriters may also exercise their option to purchase up to an additional 2,625,000 ordinary shares from us, at the initial public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about , 2021. Global Coordinators Citigroup Goldman Sachs & Co. LLC Barclays Joint Bookrunners Jefferies Clarksons Platou Securities The date of this prospectus is , 2021. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Secur Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where not permitted. TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS PAGE GLOSSARY OF SHIPPING TERMS iii PROSPECTUS SUMMARY 1 RISK FACTORS 18 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 45 USE OF PROCEEDS 46 DIVIDEND POLICY 47 CAPITALIZATION 48 DILUTION 49 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 51 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 55 INDUSTRY 81 BUSINESS 100 REGULATORY MATTERS 121 MANAGEMENT 132 PRINCIPAL SHAREHOLDERS 149 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 152 DESCRIPTION OF SHARE CAPITAL 158 SHARES ELIGIBLE FOR FUTURE SALE 164 TAXATION 166 UNDERWRITING 171 EXPENSES OF THE OFFERING 179 LEGAL MATTERS 180 EXPERTS 180 ENFORCEABILITY OF CIVIL LIABILITIES 180 WHERE YOU CAN FIND ADDITIONAL INFORMATION 181 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Neither we nor the underwriters have authorized anyone to provide information different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus, and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our ordinary shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these ordinary shares in any circumstances under which such offer or solicitation is unlawful. For investors outside the United States: neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus outside the United States. TABLE OF CONTENTS INDUSTRY AND MARKET DATA This prospectus includes statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources, although we have not verified the accuracy and completeness of such data. In particular, we present certain data and/or forecasts in this prospectus that have been obtained from (i) Alphaliner (including the Alphaliner Monthly Monitor