Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
19 August 2024 - 10:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s
name into English)
18 Rothschild Blvd., Tel Aviv
6688121, Israel
(Address of principal executive office)
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 ☐
THIS FORM 6-K IS HEREBY INCORPORATED
BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533,
333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS
OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Private Placement of Series F
Debentures
Ellomay Capital Ltd. (the “Company”),
today announced that it accepted undertakings from Israeli classified investors to participate in a private placement of NIS 52,029,136
par value of its unsecured non-convertible Series F Debentures (the “Additional Series F Debentures”), at a price of
NIS 0.961 per NIS 1 principal amount of the Additional Series F Debentures, for an aggregate gross consideration of NIS 50 million. Following
completion of the private placement, the aggregate outstanding par value of the Company’s Series F Debentures will be NIS 262,029,136.
The Additional Series F Debentures
will have identical terms to the existing Series F Debentures of the Company. For more information about the Series F Debentures see “Item
4.A: History and Development of Ellomay” under “Recent Developments” and Exhibit 4.24 under Item 19 of the Company’s
Annual Report on Form 20-F, submitted to the Securities and Exchange Commission on April 18, 2024.
The issuance of the Additional Series
F Debentures is subject to the receipt of an approval from the Tel Aviv Stock Exchange for the listing of the Additional Series F Debentures
for trading on the Tel Aviv Stock Exchange. Resales of the Additional Series F Debentures will be restricted under applicable securities
laws.
The private placement was made
to Israeli classified investors only and not to U.S. Persons, pursuant to an exemption provided by Regulation S, promulgated under the
U.S. Securities Act of 1933, as amended, or the Securities Act. The Additional Series F Debentures will not be registered under the Securities
Act, and will not be offered or sold in the United States without registration or applicable exemption from the registration requirements
according to the Securities Act.
Nothing in this report constitutes
an offer to sell or the solicitation of an offer to buy the Company’s securities.
Information Relating to Forward-Looking
Statements
This report contains forward-looking
statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions
of the Company’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s
plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the
words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions
are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue
reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially
from those that may be expressed or implied by the Company’s forward-looking statements, including the inability to list the Additional
Series F Debentures for trading on the Tel Aviv Stock Exchange, the impact of the war and hostilities in Israel and Gaza, changes in electricity
prices and demand, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating
expenses of manufacturers of renewable energy in Spain, increases in interest rates and inflation, changes in the supply and prices of
resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact
of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the
power plants owned by the Company and general market, political and economic conditions in the countries in which the Company operates,
including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business
are described in greater detail in the filings the Company makes from time to time with the Securities and Exchange Commission, including
its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation
to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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Ellomay Capital Ltd. |
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By: |
/s/ Ran Fridrich |
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Ran Fridrich |
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Chief Executive Officer and Director |
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Dated: August 19, 2024 |
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