Kenon : 20F For the fiscal year ended December 31, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

Form 20-F

_____________

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________

Commission File Number: 001-36761 _______________

KENON HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

_______________

(Company Registration No. 201406588W)Singapore

(Jurisdiction of incorporation or organization)

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

4911

(Primary Standard Industrial Classification Code Number) 1 Temasek Avenue #37-02B

Millenia Tower

Singapore 039192 [phone]

(Address of Principal Executive Offices)

_______________

Copies to:

James A. McDonald

Skadden, Arps, Slate, Meagher and Flom (UK) LLP

22 Bishopsgate

London EC2N 4BQ

Telephone: [phone] Facsimile: [phone]

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, no par value	KEN	The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

52,765,845 shares

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐

No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐

No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐

Accelerated filer ☒

Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting

Other ☐

Standards Board ☒

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

TABLE OF CONTENTS

PART I

ITEM 1.

Identity of Directors, Senior Management and Advisers 1

A. Directors and Senior Management 1

B. Advisers 1

C. Auditors 1

ITEM 2.

Offer Statistics and Expected Timetable 1

A. Offer Statistics 1

B. Methods and Expected Timetable 1

ITEM 3.

Key Information 1

A. Reserved 1

B. Capitalization and Indebtedness 1

C. Reasons for the Offer and Use of Proceeds 1

D. Risk Factors 1

ITEM 4.

Information on the Company 59

A. History and Development of the Company 59

B. Business Overview 59

C. Organizational Structure 144

D. Property, Plants and Equipment 144

ITEM 4A.

Unresolved Staff Comments 144

ITEM 5.

Operating and Financial Review and Prospects 144

A. Operating Results 165

B. Liquidity and Capital Resources 171

C. Research and Development, Patents and Licenses, Etc. 184

D. Trend Information 185

E. Critical Accounting Estimates 187

F. Disclosure of Registrant's Action to Recover Erroneously Awarded Compensation 187

ITEM 6.

Directors, Senior Management and Employees 187

A. Directors and Senior Management 187

B. Compensation 190

C. Board Practices 190

D. Employees 193

E. Share Ownership 193

ITEM 7.

Major Shareholders and Related Party Transactions 194

A. Major Shareholders 194

B. Related Party Transactions 194

C. Interests of Experts and Counsel 195

ITEM 8.

Financial Information 195

A. Consolidated Statements and Other Financial Information 195

B. Significant Changes 195

ITEM 9.

The Offer and Listing 195

A. Offer and Listing Details 195

B. Plan of Distribution 195

C. Markets 195

D. Selling Shareholders 196

E. Dilution 196

F. Expenses of the Issue 196

ITEM 10.

Additional Information 196

A. Share Capital 196

B. Constitution 196

C. Material Contracts 209

D. Exchange Controls 209

E. Taxation 209

F. Dividends and Paying Agents 216

G. Statement by Experts 216

H. Documents on Display 216

I. Subsidiary Information 216

J. Annual Report to Security Holder 216

ITEM 11.

Quantitative and Qualitative Disclosures about Market Risk 216

ITEM 12.

Description of Securities Other than Equity Securities 217

A. Debt Securities 217

B. Warrants and Rights 217

C. Other Securities 217

D. American Depositary Shares 217

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PART II
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	217
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	217
ITEM 15.	Controls and Procedures	217
ITEM 16.	RESERVED	218
ITEM 16A.	Audit Committee Financial Expert	218
ITEM 16B.	Code of Ethics	218
ITEM 16C.	Principal Accountant Fees and Services	219
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	219
ITEM 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	219
ITEM 16F.	Change in Registrant's Certifying Accountant	220
ITEM 16G.	Corporate Governance	220
ITEM 16H.	Mine Safety Disclosure	220
ITEM 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	220
ITEM 16J.	Insider Trading Policies	220
ITEM 16K.	Cybersecurity	220
ITEM 17.	Financial Statements	221
ITEM 18.	Financial Statements	221
ITEM 19.	Exhibits	221
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INTRODUCTION AND USE OF CERTAIN TERMS

We have prepared this annual report using a number of conventions, which you should consider when reading the information contained herein. In this annual report, the "Company," "we," "us" and "our" shall refer to Kenon Holdings Ltd., or Kenon, and each of our subsidiaries and associated companies, collectively, as the context may require, including:

• • "CPV" means the CPV Group (i.e., CPV Power Holdings LP, Competitive Power Ventures Inc. and CPV Renewable Energy Company Inc.), a business engaged in the development, construction and management of power plants running conventional energy (powered by natural gas) and renewable energy in the United States, which was acquired in January 2021 by CPV Group LP, an entity in which OPC indirectly holds a 70% interest;

• • OPC Energy Ltd. ("OPC"), an owner, developer and operator of power generation facilities in the Israeli and United States power markets, in which Kenon has an approximately 55% interest;

• • Qoros Automotive Co., Ltd. ("Qoros"), a Chinese automotive company based in China, in which Kenon, through its 100%-owned subsidiary Quantum (as defined below), has a 12% interest; and

• • ZIM Integrated Shipping Services, Ltd. ("ZIM"), an Israeli global container shipping company, in which Kenon has an approximately 21% interest.

This annual report uses the following conventions:

• • "Ansonia" means Ansonia Holdings Singapore B.V., a company organized under the laws of Singapore, which owns approximately 62% of the outstanding shares of Kenon;

• • "Chery" means Chery Automobile Co. Ltd., a supplier to and shareholder of Qoros;

• • "IC" means Israel Corporation Ltd., an Israeli corporation traded on the Tel Aviv Stock Exchange, or the "TASE," and Kenon's former parent company;

• • "IC Power" means IC Power Ltd., formerly IC Power Pte. Ltd, a Singaporean company and a wholly-owned subsidiary of Kenon;

• • "Inkia" means Inkia Energy Limited, a Bermuda corporation, which was wholly-owned subsidiary of IC Power. In December 2017, Inkia sold all of its Latin American and Caribbean businesses and has since been wound up;

• • "Inkia Business" means Inkia's Latin American and Caribbean power generation and distribution businesses, which were sold in December 2017;

• • "Kallpa" means Kallpa Generación SA, a company within the Inkia Business. Kallpa was owned by Inkia until December 2017;

• • "Majority Qoros Shareholder" means the China-based investor related to Shenzhen Baoneng Investment Group Co., Ltd. ("Baoneng Group") that holds 63% of Qoros;

• • "our businesses" shall refer to each of our subsidiaries and associated company, collectively, as the context may require;

• • "Quantum" means Quantum (2007) LLC, a Delaware limited liability company, a wholly-owned subsidiary of Kenon, which is the direct owner of our interest in Qoros;

• • "Spin-off" shall refer to (i) IC's January 7, 2015 contribution to Kenon of its interests in IC Power, Qoros, ZIM and other entities, and (ii) IC's January 9, 2015 distribution of Kenon's issued and outstanding ordinary shares, via a dividend-in-kind, to IC's shareholders; and

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• • "Tower" means Tower Semiconductor Ltd., an Israeli specialty foundry semiconductor manufacturer, listed on the NASDAQ stock exchange and the TASE, in which Kenon used to hold an interest until June 30, 2015.

Additionally, this annual report uses the following conventions for OPC and ZIM.

OPC

• • "availability factor" refers to the number of hours that a generation facility is available to produce electricity divided by the total number of hours in a year;

• • "BCM" means a billion cubic meters of natural gas, a unit of energy, specifically natural gas production and distribution;

• • "Carbon capture" technology refers to a set of chemical processes that are designed to capture CO2 from the exhaust gas stream of a fossil fuel power generation or industrial process, often referred to as point source carbon capture technology; the primary goal of this technology is to reduce the release of CO2 into the atmosphere;

• • "COD" means the commercial operation date of a development project;

• • "distribution" refers to the transfer of electricity from the transmission lines at grid supply points and its delivery to consumers at lower voltages through a distribution system;

• • "EA" means Israeli Electricity Authority;

• • "EPC" means engineering, procurement and construction;

• • "Energean" means Energean Israel Ltd which holds 100% interest in Karish and Tanin gas fields.

• • "firm capacity" means the amount of energy available for production that, pursuant to applicable regulations, must be guaranteed to be available at a given time for injection to a certain power grid;

• • "Gat Partnership" means Alon Energy Centers-Gat Limited Partnership, a limited partnership that holds interests in the Kiryat Gat Power Plant;

• • "Gnrgy" means Gnrgy Ltd.;

• • "GW" means gigawatt;

• • "GWh" means gigawatt per hour (one GWh is equal to 1,000 MWh);

• • "Hadera Energy Center" means OPC Hadera's boilers and a steam turbine. The Hadera Energy Center currently serves as back-up for the OPC-Hadera power plant's supply for steam;

• • the "IEC" means Israel Electric Corporation, a government-owned entity, which generates and supplies the majority of electricity in Israel, transmits and distributes all of the electricity in Israel, acts as the system operator of Israel's electricity system, determines the dispatch order of generation units, grants interconnection surveys, and sets spot prices, among other roles;

• • "Infinya" means Infinya Ltd. (formerly Hadera Paper Ltd.), an Israeli corporation;

• • "installed capacity" means the intended full-load sustained output of energy that a generation unit is designed to produce (also referred to as name-plate capacity);

• • "IPP" means independent power producer, excluding co-generators and generators for self-consumption;

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• • "Karish Reservoir" refers to the Karish and Tanin natural gas fields situated in the Mediterranean Sea offshore Israel and are owned and operated by Energean; Karish reservoir is estimated to contain 1.41 tcf of gas and 317 Mboe, the Tanin field is estimated to hold 921 bcf of gas and 171.7 Mboe;

• • "Kiryat Gat Power Plant" or "Kiryat Gat" means a combined-cycle power plant powered by conventional energy with installed capacity of 75 MW located in the Kiryat Gat area, which began commercial operation in November 2019;

• • "kWh" means kilowatt per hour;

• • "Mboe" means one thousand barrels of oil equivalent;

• • "Minimum Price" means the minimum price of gas in USD set forth in gas purchase agreements between Tamar Group and each of OPC-Hadera and OPC-Rotem based on a natural gas price formula described in the agreements that may be affected by generation component tariff;

• • "MW" means megawatt (one MW is equal to 1,000 kilowatts or kW);

• • "MWdc" means megawatts, direct current;

• • "MWh" means megawatt per hour;

• • "Noga" means Noga - Independent System Operator Ltd, which acts as the System Operator company;

• • "capacity" or "installed capacity" means, with respect to each asset, 100% of the capacity of such asset, regardless of OPC's ownership interest in the entity that owns such asset;

• • "OPC-Hadera" is an Israeli corporation, in which OPC has a 100% interest;

• • "OPC-Rotem" means O.P.C. Rotem Ltd., an Israeli corporation, in which OPC Israel has an 100% interest;

• • "OPC Israel" or OPC Holdings Israel Ltd, is an Israeli corporation which owns and operates OPC's businesses in Israel, in which OPC holds an 80% interest;

• • "OPC Power" means OPC Power Ventures LP;

• • "PPA" means power purchase agreement;

• • "Samay I" means Samay I S.A., a Peruvian corporation;

• • "Sorek 2" means OPC Sorek 2 Ltd.;

• • the "System Operator" has the meaning as defined in Section 1 of the Israeli Electricity Sector Regulations (Private Conventional Electricity Producer), 2005 entrusted by the Israeli government to manage and operate Israeli electrical grid; currently Noga acts as the System Operator;

• • "Tamar" means Tamar reservoir, a gas field located 90 km west of Haifa, Israel with estimated reserves of natural gas of approximately 13.17 tcf or approximately 373 BCM; the gas field is owned and operated by the Tamar Group consisting of Isramco Negev 2 Limited Partnership, Chevron Mediterranean Ltd., Tamar Investment 1 RSC Limited, Tamar Investment 2 RSC Limited, Dor Gas Exploration Limited Partnership, Everest Infrastructure Limited Partnership and Tamar Petroleum Ltd.;

• • "tcf" means trillion cubic feet, a volume measurement of natural gas;

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• • "Title V" refers to a United States federal program designed to standardize air quality permits and the permitting process for major sources of emissions across the country. which requires the Environmental Protection Agency ("EPA") to establish a national, operating permit program;

• • "transmission" refers to the bulk transfer of electricity from generating facilities to the distribution system at load center station in which the electricity is stabilized by means of the transmission grid;

• • "Tzomet" means Tzomet Energy Ltd., an Israeli corporation in which OPC has a 100% interest;

• • "Veridis" means Veridis Power Plants Ltd which owns 20% of OPC Israel; OPC and Veridis are party to a shareholders' agreement which governs the relationship between OPC and Veridis in OPC Israel; and

• • the "War" refers to a deadly attack by the Hamas terrorist organization on communities in the Gaza Strip in the southern part of Israel on October 7, 2023 and the military actions that followed.

  ZIM

• • "cooperation agreements" means one or more vessel sharing arrangements, swap agreements and slot sharing arrangements;

• • "LNG" means liquified natural gas;

• • "strategic alliance" means a more extensive type of cooperation arrangement and is longer-term than a strategic cooperation. It involves cooperation arrangements and usually includes all of ZIM's East/West routes, such as Asia-Europe, Asia-Med, Cross Atlantic and Trans Pacific;

• • "strategic cooperation" means a more extensive type of cooperation arrangement, generally being longer term and involving more trade routes. It involves some joint planning mechanism, but joint planning is less extensive as compared to a strategic alliance. A strategic cooperation can take the form of one or a combination of cooperation arrangements; and

• • "TEU" means twenty-foot equivalent unit.

FINANCIAL INFORMATION

We produce financial statements in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, or IFRS, and all financial information included in this annual report is derived from our IFRS financial statements, except as otherwise indicated. In particular, this annual report contains certain non-IFRS financial measures which are defined under "Item 5 Operating and Financial Review and Prospects "and" Item 4.B Business Overview-Our Businesses-OPC."

Our consolidated financial statements included in this annual report comprise the consolidated statements of profit and loss, other comprehensive income (loss), changes in equity, and cash flows for the years ended December 31, 2023, 2022 and 2021 and the consolidated statements of financial position as of December 31, 2023 and 2022. We present our consolidated financial statements in U.S. Dollars.

All references in this annual report to (i) "NIS" or "New Israeli Shekel" are to the legal currency of the State of Israel, or Israel); (ii) "RMB" are to Yuan, the legal currency of the People's Republic of China, or China; and (iii) "U.S. Dollars," "$" or "USD" are to the legal currency of the United States of America ("United States" or "U.S.").

This annual report contains translations of certain RMB and NIS amounts into USD at certain foreign exchange rates solely for the convenience of the reader. All convenience translations from RMB or NIS to USD are based on the certified foreign exchange rates published by the Federal Reserve Board of Governors and foreign exchange rates published by the Bank of Israel, respectively, on December 31, 2023, which was RMB 7.100 per USD and NIS 3.627 per USD, respectively. In our consolidated financial statements, convenience translations into U.S. Dollars are made at the prevailing exchange rate at the time of the relevant transaction or agreement. The convenience translations contained in this annual report should not be construed as representations that the RMB or NIS amounts referred to herein actually represent the USD amounts in the convenience translations presented or that they could have been or could be converted into USD at the exchange rate used in the convenience translations or at any particular rate.

We have made rounding adjustments to reach some of the figures included in this annual report. Consequently, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.

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NON-IFRS FINANCIAL INFORMATION

In this annual report, we disclose non-IFRS financial measures, namely EBITDA and Adjusted EBITDA for OPC and ZIM, respectively, each as defined under "Item 5 Operating and Financial Review and Prospects." Each of these measures are important measures used by us, and our businesses, to assess financial performance. We believe that the disclosure of EBITDA and Adjusted EBITDA provide transparent and useful information to investors and financial analysts in their review of these businesses' operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates.

MARKET AND INDUSTRY DATA

Certain information relating to the industries in which each of our subsidiaries and associated companies operate and their position in such industries used or referenced in this annual report were obtained from internal analysis, surveys, market research, publicly available information and industry publications. Unless otherwise indicated, all sources for industry data and statistics are estimates or forecasts contained in or derived from internal or industry sources we believe to be reliable. Market data used throughout this annual report was obtained from independent industry publications and other publicly available information. Such data, as well as internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified. In addition, in certain cases we have made statements in this annual report regarding the industries in which each of our subsidiaries and associated companies operate and their position in such industries based upon the experience of our businesses and their individual investigations of the market conditions affecting their respective operations. We cannot assure you that any of these statements are accurate or correctly reflect the position of subsidiaries and associated companies in such industries, and none of our internal surveys or information has been verified by independent sources.

Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based upon market research, which itself is based upon sampling and subjective judgments by both the researchers and the respondents. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods and (iii) different assumptions were applied in compiling the data. Accordingly, although we believe and operate as though all market and industry information presented in this annual report is accurate, the market statistics included in this annual report should be viewed with caution.

PRESENTATION OF OPC CAPACITY AND PRODUCTION FIGURES

Unless otherwise indicated, statistics provided throughout this annual report with respect to power generation units are expressed in MW, in the case of the capacity of such power generation units, and in GWh, in the case of the electricity production of such power generation units. One GWh is equal to 1,000 MWh, and one MWh is equal to 1,000 kWh. Statistics relating to aggregate annual electricity production are expressed in GWh and are based on a year of 8,760 hours. Unless otherwise indicated, OPC's capacity figures provided in this annual report reflect 100% of the capacity of all of OPC's assets, regardless of OPC's ownership interest in the entity that owns each such asset. For information on OPC's ownership interest in each of its operating companies, see "Item 4.B Business Overview-Our Businesses-OPC."

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements include statements relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts and are principally contained in the sections entitled "Item 3.D Risk Factors" "Item 4 Information on the Company" and "Item 5 Operating and Financial Review and Prospects." These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Some of these forward-looking statements can be identified by terms and phrases such as "anticipate," "should," "likely," "foresee," "believe," "estimate," "expect," "intend," "continue," "could," "may," "plan," "project," "predict," "will," and similar expressions.

These forward-looking statements include statements relating to:

• • our goals and strategies;

• • the strategies, business plans and funding requirements of our businesses;

• • expected trends in the industries and markets in which each of our businesses operate;

• • our tax status and treatment and expected status and treatment under relevant regulations;

• • our share repurchase program;

• • our treasury activities;

• • statements relating to litigation and arbitration; and

• • critical accounting estimates and the expected effect of new accounting standards on Kenon;

• • with respect to OPC:

  • • OPC's and CPV's strategy;

  • • the expected cost and timing of commencement and completion of development and construction projects and projects under development, as well as the anticipated installed capacities and expected performance (e.g., efficiency) of such projects, including the required license and approvals for the development of and financing for projects;

  • • expected macroeconomic trends in Israel and the US, including the expected growth in energy demand;

  • • potential new projects and existing projects;

  • • gas supply agreements;

  • • dividend policy;

  • • expected trends in energy consumption;

  • • regulatory developments;

  • • anticipated capital expenditures, and the expected sources of funding for capital expenditures;

  • • projections for growth and expected trends in the electricity market in Israel and the US;

  • • the gas supply arrangements; and

viii