Kenon Holdings Ltd.

Regulatory Filings • Nov 27, 2018

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF A FOREIGN ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

November 27, 2018

Commission File Number 001-36761

Kenon Holdings Ltd.

1 Temasek Avenue #36-01 Millenia Tower Singapore 039192 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If ''Yes'' is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD., IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT

Exhibits

99.1 Press Release, dated November 27, 2018: Kenon Announces Dividend to Shareholders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KENON HOLDINGS LTD.

Date: November 27, 2018 By: /s/ Robert L. Rosen

Name: Robert L. Rosen

Title: Chief Executive Officer

Exhibit 99.1

Kenon Announces Dividend to Shareholders

Singapore, November 27, 2018. Kenon Holdings Ltd. ("Kenon") (NYSE: KEN, TASE: KEN) announces that its Board of Directors has approved a cash dividend of U\$1.86 per share for the year ending December 31, 2018, an aggregate amount of approximately US\$100 million (the "Dividend"), to Kenon's shareholders of record as of the close of trading on December 7, 2018 (the "Record Date") to be paid on December 17, 2018 (the "Payment Date").

Kenon's Board of Directors considered a number of factors in determining the amount of the Dividend, including Kenon's anticipated cash needs after the Dividend, and believes that the Dividend is in the best interests of Kenon's shareholders. Following Kenon's payment of the Dividend, Kenon will retain cash of approximately \$40 million.

The Dividend is consistent with our strategy of realizing the value of our businesses for our shareholders.

Additional Information about the Dividend

The New York Stock Exchange's (the "NYSE") ex-dividend date, which is the date on which Kenon's shares will begin trading on the NYSE without the entitlement to the Dividend, is December 6, 2018 (the "NYSE Ex-Dividend Date"). The NYSE will manually adjust the price of Kenon's shares on the NYSE Ex-Dividend Date to reflect the completion of the Dividend.

The Tel Aviv Stock Exchange's ("TASE") ex-dividend date, which is the date on which Kenon's shares will begin trading on the TASE without the entitlement to the Dividend, is December 9, 2018 (the "TASE Ex-Dividend Date"). The TASE will manually adjust the price of Kenon's shares on the TASE Ex-Dividend date to reflect the completion of the Dividend.

We encourage you to contact your bank, broker, nominee or other institution if you have any questions regarding the mechanics and timing of having the proceeds of the Dividend attributable to your shares credited to your account.

Singapore tax is not expected to be imposed on Kenon's shareholders in connection with the Dividend. Nevertheless, the Dividend may constitute a taxable event to Kenon's shareholders according to their jurisdiction and the local tax law applicable (including for the purpose of withholding tax in accordance with applicable law and/or regulation), unless a specific exemption is available. Kenon's shareholders should consult their tax advisors with respect to the federal, state, and/or any other local tax consequences of the Dividend, and the potential imposition of withholding taxes in connection with the Dividend.

Caution Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about a dividend to shareholders, including the timing of the Payment Date, Record Date, Ex-Dividend Dates, and the crediting of accounts with the Dividend proceeds, as well as the amount of cash to be retained by Kenon following the Dividend, statements about Kenon's strategy and statements about the expected Singapore tax treatment of the Dividend. These statements are based on Kenon's management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, which could cause the actual results to differ materially from those indicated in Kenon's forward-looking statements. Such risks include the risks relating to Kenon's failure to realize its strategy, a failure by Kenon to complete the Dividend, the timing of the Payment Date, Record Date, Ex-Dividend Dates, and the crediting of accounts with the Dividend, that the amounts retained by Kenon are not sufficient to meet its cash needs, that Kenon shareholders may be taxed in Singapore in connection with the Dividend and other risks and factors, including those set forth under the heading "Risk Factors" in Kenon's Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.