Information of interest regarding Compañía Sud Americana de Vapores S.A.
In connection with Dividend No. 327 (definitive, mandatory minimum), which was approved at the annual general meeting of Compañía Sud Americana de Vapores S.A. (“CSAV” or the “Company“) held on April 27, 2023, for a total amount of US$ 1,669 million, to be paid by the Company as of today, May 25, 2023, to shareholders of record in the Shareholder Register at midnight of May 19, 2023 (the “Dividend“), CSAV has decided to inform the following:
- Dividends received by the German subsidiary CSAV Germany Container Holding GmbH (“CSAV Germany“) from Hapag-Lloyd A.G. are subject to a provisional withholding tax at a 26.375% rate. On its turn, the corporate tax rate in Germany is 32.275% over the net taxable income. Pursuant to German law, 95% of the dividend distributed by Hapag-Lloyd to CSAV Germany is exempted from corporate tax in Germany. The provisional withholding indicated above can be deducted from the corporate tax to be paid by CSAV Germany, which may request a refund of the excess withholding at the end of the first quarter of the year following payment of the dividend by Hapag-Lloyd, that would be effectively recovered within that same year¹.
For the years 2022 and 2023, the net flows received by CSAV Germany were as follows:
in MEUR | 2023 | 2022 |
Hapag-Lloyd gross dividend | 3,322 | 1,846 |
Income tax in Germany | (54)² | (17) |
Withholding recoverable | (823) | (470) |
Net cash flow received in Germany | 2,446 | 1,359 |
2. Similarly, dividends received in Chile by CSAV from its subsidiary CSAV Germany are subject to a withholding tax in Germany at a 26.375% rate. CSAV may request a refund of 40% of such withholding, which results in an effective withholding tax rate of 15.825%. This refund may be requested during the month after the dividend is paid and is expected to be received within 12 months after the tax return is filed1.
For the years 2022 and 2023, the cash flows paid from Germany to Chile in the form of dividends, intercompany debt payments (IC debt), and capital returns, were as follows:
in MEUR | 2023 | 2022 |
Gross dividend from CSAV Germany: | 1,732 | 0 |
Withholding tax on dividends (15.825%) | (274) | 0 |
Withholding tax recoverable (10.55%) | (183) | 0 |
IC debt repayment and capital distribution ³ | 695 | 1,341 |
Net cash flow received in Chile | 1,971 | 1,341 |
3. Consequently, the withholdings to be recovered by CSAV Germany from the German tax authorities associated with the dividend distributed by Hapag-Lloyd corresponds to EUR 1,293 million, which, if distributed as dividends to Chile, will be subject to the same treatment described in point 2 above. Further, the withholding to be recovered by CSAV from the German tax authorities associated with the dividends distributed by CSAV Germany amounts to EUR 183 million, which would be directly received by CSAV in Chile without any additional withholding tax in Germany.
4. Finally, the funds received from CSAV Germany for an amount of EUR 1,971 million (indicated in item 2 above) were converted into US$ 2,159 million dollars. Of this amount, CSAV will allocate US$ 1,669 million to pay the minimum, mandatory dividend, and will use the remaining balance to prepay current bank financing for around US$ 420 million, leaving the remainder as available cash for future commitments.
- [1] German law does not establish a peremptory deadline for the tax authority to process the tax refund, which is subject to compliance of certain conditions.
- [2] Estimated income tax for the year 2023.
- [3] These payments are not subject to tax or withholding tax in Germany.