United States securities and exchange commission logo
October 27, 2020
Eli Glickman
Chief Executive Officer and President
ZIM Integrated Shipping Services Ltd.
9 Andrei Sakharov Street
Matam Scientific Industries Center, P.O. Box 1723
Haifa 3101601, Israel
Re: ZIM Integrated
Shipping Services Ltd.
Draft Registration
Statement on Form F-1
Submitted September
30, 2020
CIK 0001654126
Dear Mr. Glickman:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1
Industry and Market Data, page i
1. We note your use of
industry and market data throughout the prospectus derived from
reports prepared by
third-parties, including Alphaliner, PIERS, CTS, Glassdoor, Ipsos,
and SeaIntel Maritime
Analysis. Please revise to include the names and dates of these
reports. To the extent
that you commissioned any of the third-party data that you cite in
the prospectus, also
provide the consent of the third-party in accordance with Rule 436.
Eli Glickman
FirstName LastNameEli
ZIM Integrated ShippingGlickman
Services Ltd.
Comapany
October 27,NameZIM
2020 Integrated Shipping Services Ltd.
October
Page 2 27, 2020 Page 2
FirstName LastName
Non-IFRS Financial Measures
Reconciliation of Net Income (Loss) to Adjusted EBITDA, page 14
2. We note that your tabular reconciliation of net income (loss) to
EBITDA includes an
adjustment for impairments, which is not traditionally included to
arrive at the non-IFRS
measure EBITDA. Please revise to include impairments as an adjustment
in reconciling
EBITDA to adjusted EBITDA. Refer to Compliance Disclosure and
Interpretation on
Non-GAAP Financial Measures, revised April 4, 2018, Question 103.01.
Risk Factors
Future sales of our ordinary shares or the anticipation of future sales could
reduce the market
price of our ordinary shares, page 33
3. We note your disclosure at page 123 that you have entered into a
registration rights
agreement with certain existing stockholders, pursuant to which such
stockholders are
entitled to request registration of their ordinary shares 180 days
following the date of your
prospectus. Please expand this risk factor to address and quantify the
number of
shares subject to such registration rights.
As a foreign private issuer, we are permitted, and intend, to follow certain
home country
corporate governance practices instead of ..., page 35
4. We note your disclosure at page 127 that, as a foreign private issuer,
the quorum required
for your general meetings of shareholders consists of at least two
shareholders present in
person, by proxy or written ballot who hold or represent between them
at least 25% of the
total outstanding voting rights. Please expand this risk factor to
address that your home
country quorum requirement for general shareholder meetings
potentially differs from the
typical quorum requirements of U.S. listed public companies for such
meetings.
Use of Proceeds, page 42
5. We note the disclosure that you may use a portion of the net proceeds
to service or repay
certain outstanding debt. We also note disclosure elsewhere in your
filing that you are
highly leveraged and have short-term debt of approximately $356
million to be repaid in
2020. In regards to your plan to use a portion of net proceeds to
service or repay certain
outstanding debt, please revise to provide the information required by
Item 3.C.4 of Form
20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 51
6. We note your recurrent reference to utilization with regard to
your vessels, short-term
charters and cooperation agreements. You disclose that for each
service you operate you
measure utilization on your dominant and counter-dominant leg in your
risk factor
for changing trading patterns. To the extent that utilization is a key
performance indicator
Eli Glickman
FirstName LastNameEli
ZIM Integrated ShippingGlickman
Services Ltd.
Comapany
October 27,NameZIM
2020 Integrated Shipping Services Ltd.
October
Page 3 27, 2020 Page 3
FirstName LastName
used in managing your business, please consider supplementing your
discussion about
utilization by discussing and analyzing the utilization rates for the
dominant leg and
counter-dominant leg across your five geographic trade zones for the
periods
presented. Refer to Section III.B.1 of SEC Release 33- 8350.
Principal Shareholders, page 121
7. Please disclose the natural persons or persons who directly or
indirectly exercise sole or
shared voting or investment control over the shares held by KSAC
Europe Investments,
S.a.r.l.
Ageements with Directors and Officers, page 123
8. We note the disclosure that you have entered into certain employment
or consulting
agreements with your executive officers. Please revise to describe the
material terms of
the respective agreements and file such agreements as exhibits to your
registration
statement or provide analysis explaining why this is not necessary.
For guidance, refer to
Item 8 to Form F-1 and Item 601(b)(10)(iii) of Regulation S-K.
Description of Share Capital
Forum selection, page 128
9. We note your disclosure that your amended and restated articles of
association provide
that unless you consent in writing to the selection of an alternative
forum, the Haifa
District Court will be the exclusive forum for certain actions,
including any "derivative
action." However, we note that this provision will not apply to
Securities Act claims
based on your disclosure that unless you consent in writing to the
selection of an
alternative forum, and other than with respect to plaintiffs or a
class of plaintiffs which
may be entitled to assert in the courts of the State of Israel, the
federal district courts of the
United States of America will be the exclusive forum for Securities
Act claims. Please
disclose whether this provision will apply to actions arising under
the Exchange Act. In
that regard, we note that Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder. Further, if this
provision does not apply to
actions arising under the Securities Act or Exchange Act, please
ensure that the exclusive
forum provision in your amended and restated articles of association
states this clearly.
Notes to the Consolidated Financial Statements
1 Reporting Entity
(b) Financial Position, page F-11
10. We note that in fiscal year 2018 you entered into a strategic
operational cooperation with
the 2M Alliance. Please disclose your accounting policy with respect
to your cooperation
agreement with 2M Alliance, including the nature, extent and financial
effects of your
interests in the cooperation agreement, and other pertinent
disclosures as outlined in IFRS
Eli Glickman
ZIM Integrated Shipping Services Ltd.
October 27, 2020
Page 4
12.20 through 12.23.
(j) Revenue Recognition from Shipping Services and Related Expenses, page F-26
11. Please disclose your revenue recognition policy with respect to
non-containerized freight
and demurrage.
Item 8. Exhibits and Financial Statement Schedules, page II-2
12. It appears the strategic cooperation agreement you entered into with 2M
Alliance in
September 2018 is material to your business. In this regard we note your
disclosure that
a termination of this or any future cooperation agreement you may enter
into could
adversely affect your business, financial condition and results of
operations. Please file
this agreement with 2M Alliance as an exhibit or tell us why you believe
it is not required
to be filed. Refer to Part II, Item 8 of Form F-1 and Item 601(b)(10) of
Regulation S-K.
You may contact Yolanda Guobadia, Staff Accountant, at 202-551-3562 or
Gus
Rodriguez, Accounting Branch Chief, at 202-551-3752 if you have questions
regarding
comments on the financial statements and related matters. Please contact Irene
Barberena-
Meissner, Staff Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch
Chief, at 202-
551-3642 with any other questions.
Sincerely,
FirstName LastNameEli Glickman
Division of
Corporation Finance
Comapany NameZIM Integrated Shipping Services Ltd.
Office of Energy &
Transportation
October 27, 2020 Page 4
cc: Pedro J. Bermeo, Esq.
FirstName LastName