F-1MEF 1 tm2116926d8_f1mef.htm F-1MEF
As filed with the Securities and Exchange Commission on June 3, 2021
    No. 333-       

 

SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
__________________
 
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

(State or other jurisdiction of incorporation

or organization)

4412

(Primary Standard Industrial

Classification Code Number)

Not Applicable
(I.R.S. Employer Identification No.)

 

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.

Pedro J. Bermeo, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

+1 (212) 450-4000

David Hodak, Adv.

Adva Bitan, Adv.

Gross & Co.

One Azrieli Center,

Round Building

Tel Aviv 6701101, Israel

Tel: +972 (3) 607-4444

Fax: +972 (3) 607-4422

Robert W. Downes, Esq.

John Horsfield-Bradbury, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Tel: (212) 558-4000

Fax: (212) 558-3588

Adam M. Klein, Adv.

Goldfarb Seligman & Co.

98 Yigal Alon Street

Tel Aviv 6789141, Israel

Tel: +972 (3) 608-9999

Fax: +972 (3) 609-9909

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.
__________________
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 registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File Number 333-256663
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer x   Smaller reporting company ¨
      Emerging growth company ¨
         
If an emerging growth company, 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. ¨
 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered Amount to be
Registered(2)

Proposed Maximum

Offering Price

Per Share(1)

Proposed Maximum

Aggregate

Offering Price(1)(2)

Amount of
Registration Fee
Ordinary shares, no par value 281,080 $42.10 $11,833,468 $1,291.03
               

(1)Includes 36,663 shares subject to the underwriters’ option to purchase additional shares. The shares being registered under this Registration Statement are in addition to the 7,740,170 shares registered pursuant to the Registration Statement on Form F-1 (File No. 333-256663) originally declared effective on June 3, 2021.

 

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices of the ordinary shares on June 3, 2021, as reported on the NYSE. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $351,790,726 on the Registration Statement on Form F-1 (File No. 333-256663), which was declared effective by the Securities and Exchange Commission on June 3, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,833,468 are hereby registered.
 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act. 

 

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form F-1 is being filed with respect to the registration of additional ordinary shares, no par value, of ZIM Integrated Shipping Services Ltd., incorporated under the laws of the State of Israel (registration number 52-001504-1), pursuant to Rule 462(b) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature pages, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountants’ consent. This Registration Statement relates to the Registrant’s Registration Statement on Form F-1 (File No. 333-256663), initially filed by the Registrant on June 1, 2021, which was declared effective by the Securities and Exchange Commission on June 3, 2021.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of ordinary shares offered by 281,080 shares, which includes 36,663 additional shares that the underwriters have the option to purchase. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-256663), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 8. Exhibits

 

All exhibits filed with or incorporated by reference in Registration Statement No. 333-256663 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for those set forth in the exhibit index attached hereto, which are filed herewith.

 

EXHIBIT INDEX

 

     
Exhibit
Number
  Description
   
5.1*   Opinion of Gross & Co., Attorneys at Law, Israeli counsel of the Registrant, as to the validity of the ordinary shares
   
23.1*   Consent of Somekh Chaikin, a member firm of KPMG International
     
23.2*   Consent of Dixon Hughes Goodman LLP
     
23.3*   Consent of Gross & Co., Attorney at Law (included in Exhibit 5.1)
     
24.1   Power of Attorney (included on signature page to the prior Registration Statement (File No. 333-256663), filed with the Securities and Exchange Commission on June 1, 2021)
   
   

_____________       

*    Filed herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on June 3, 2021.

 

 

ZIM Integrated Shipping Services Ltd.

 

 

  By:

/s/ Eli Glickman

    Name: Eli Glickman
    Title: Chief Executive Officer and President
       
       
       
  By:

/s/ Xavier Destriau

    Name: Xavier Destriau
    Title: Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on June 3, 2021.

 

Signature Title Date
     

/s/ Eli Glickman

Eli Glickman

 

Chief Executive Officer, President (Principal Executive Officer) June 3, 2021
     

/s/ Xavier Destriau

Xavier Destriau

 

Chief Financial Officer

 

(Principal Financial Officer and Principal Accounting Officer)

 

June 3, 2021
     

*

Yair Seroussi

 

Chairman of the Board June 3, 2021
     

*

William (Bill) Shaul

 

Director June 3, 2021
     

*

Yair Caspi

 

Director June 3, 2021
     

*

Nir Epstein

 

Director June 3, 2021
     

*

Flemming Robert Jacobs

 

Director June 3, 2021
     

*

Dr. Karsten Karl-Georg Liebing

 

Director June 3, 2021
     

*

Birger Johannes Meyer-Gloeckner

 

Director June 3, 2021

 

 

 

 

Signature Title Date
     

*

Yoav Moshe Sebba

 

Director June 3, 2021
     

*

Liat Tennenholtz

 

Director June 3, 2021
     

*

George Goldman

 

ZIM American Integrated Shipping Services Company, LLC Authorized Representative in the United States June 3, 2021
     

 

*        The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Powers of Attorney executed by the above named signatories and previously filed with the Securities and Exchange Commission on June 1, 2021.

 

By:

/s/ Xavier Destriau

Xavier Destriau

Attorney-in-Fact