ZIM Integrated Shipping Services Ltd. - Announcement of the Results of a Tender Offer

HAIFA, Israel, Oct. 13, 2020 /PRNewswire/ --

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

Further to its announcement made on 29 September 2020, ZIM Shipping Market Investments Ltd. (the "Offeror") announces the final results of the invitation to Holders (as defined in the Tender Offer Memorandum) of each series of notes set forth below (each, a "Series", and, together, the "Notes") to tender such Notes for purchase by the Offeror for cash (the "Offer") on the terms and subject to the conditions contained in the tender offer memorandum dated 29 September 2020 (the "Tender Offer Memorandum") prepared by the Offeror.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 1.00 p.m. (London time) on 12 October 2020.

According to information provided by I.B.I. Israel Brokerage & Investments Ltd., acting as Israeli Tender Agent for the Offer, U.S.$129,762,013 in aggregate principal amount of Notes were validly tendered and not validly withdrawn at or prior to the Expiration Deadline.  Offer Prices received ranged between 60.00% and 100.80% of the principal amount of the Notes. 

The Offeror hereby announces that it has decided to accept for purchase an aggregate principal amount of Notes amounting to U.S.$54,391,846. The resulting aggregate principal amount of Series 1 Notes accepted for purchase by the Offeror amounts to U.S.$54,391,846 and the resulting aggregate principal amount of Series 2 Notes accepted for purchase by the Offeror amounts to U.S.$0.00 (each such amount, a "Series Acceptance Amount"). The Purchase Price the Offeror will pay for those Notes accepted for purchase pursuant to the Offer is 80 per cent. of the principal amount of Notes. The Purchase Price is comprehensive and, accordingly, the Offeror will not pay accrued interest on the Notes accepted for purchase pursuant to the Offer.

The Purchase Price will be paid to Holders whose Notes have been accepted for purchase by the Offeror. The Settlement Date of the Offer is expected to occur on Friday, 16 October 2020.

The Notes purchased by the Offeror pursuant to the Offer are expected to be cancelled and will not be re-sold. Upon payment for all accepted Notes and cancellation thereof, U.S.$305,416,929 aggregate principal amount of Series 1 Notes and U.S.$114,581,955 aggregate principal amount of Series 2 Notes will remain outstanding.

[1] As of the commencement of the Offer. 

[2] Amounts are comprehensive with no further amounts payable for accrued and unpaid interest.

[3] All Holders of Notes that submit Tender Instructions which have been accepted by the Offeror will receive the same Purchase Price.  

[4] Series 1 includes the Company's 3.0% Series 1A and Series 1B Senior Notes due 2023. 

[5] Series 2 includes the Company's 5.0% Series 2A and Series 2B Senior Notes due 2023. 

DEALER MANAGER

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Telephone: +44 203 134 8515

Attention: Liability Management Group

Email: eu.lm@barclays.com

The Information Agent

Lucid Issuer Services Limited

Tankerton Works 12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Thomas Choquet / Mu-yen Lo

Website: www.lucid-is.com/zim

Email: zim@lucid-is.com

The Israeli Tender Agent

I.B.I. Israel Brokerage and Investments Ltd.

9 Ahad Ha'am Street

Tel Aviv, Israel

Telephone: +972-54-307-2594

Attention: Anat Zacharias

Email: Israel_bo@ibi.co.il

DISCLAIMER

The offer period for the Offer has now expired. No further tenders of any Notes may be made pursuant to the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Dealer Manager, the Information Agent or the Israeli Tender Agent accepts any responsibility for the accuracy or completeness of the information contained in this announcement or the Tender Offer Memorandum, including (without limitation) information concerning the Company, the Offeror or its subsidiaries and affiliates or for any failure by the Offeror or the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.

SOURCE ZIM Integrated Shipping Services Ltd.