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 __________________
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
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 |