ELLO Ellomay Capital Ltd

 

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 ☐

 

 

 

Explanatory Note

 

Ellomay Capital Ltd. (the “Company”) hereby announces that on August 30, 2024, it published a press release containing the financial results of Dorad Energy Ltd. (“Dorad”) as of and for the three and six months ended June 30, 2024 and additional disclosure relating to Dorad (the “Press Release”).

 

In addition, based on the undertakings included in the Deet of Trust executed by the Company in connection with its Series E Secured Debentures, the Company published on August 30, 2024, through the filing system of the Israel Securities Authority and the Tel Aviv Stock Exchange, information concerning Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructure Ltd.) (“Ellomay Luzon Energy”) based on Israeli securities regulation (the “Ellomay Luzon Energy Information”) and financial statements of Ellomay Luzon Energy as of and for the three and six months ended June 30, 2024 (in Hebrew) that were prepared in accordance with International Financial Reporting Standards (the “Ellomay Luzon Energy FS”).

 

The Press Release, the Ellomay Luzon Energy Information and an English summary of the Ellomay Luzon Energy FS are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

 

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 or Dorad’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s or Dorad’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 or Dorad may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements included in this report. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements including the impact of the current war and hostilities in Israel and in Gaza, regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction. These and other risks and uncertainties associated with the Company’s and Dorad’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.

 

 

Exhibit Index

 

This Report on Form 6-K of Ellomay Capital Ltd. includes of the following documents, which are attached hereto and incorporated by reference herein:

 

Exhibit 99.1	-	Press Release: “Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and Six Months Ended June 30, 2024,” dated August 30, 2024.
Exhibit 99.2	-	Ellomay Luzon Energy Information published in Israel.
Exhibit 99.3	-	Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. as of and for the three and six months ended June 30, 2024 (summary of Hebrew version, the original language was published by the Company in Israel and is available upon request).

 

 

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.

 

	Ellomay Capital Ltd.
	By:	/s/ Ran Fridrich
		Ran Fridrich
		Chief Executive Officer and Director

 

Dated: August 30, 2024

 

 

3

Exhibit 99.1

 

 

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and
Six Months Ended June 30, 2024

 

TEL-AVIV, Israel, Aug. 30, 2024 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and USA, today reported the publication in Israel of financial statements for the three and six months ended June 30, 2024 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (“Ellomay Luzon Energy”).

 

On August 30, 2024, Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), an Israeli public company that currently holds the remaining 50% of Ellomay Luzon Energy, which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Luzon Group includes the financial statements of Dorad for the same period.

 

The financial statements of Dorad for the quarter ended June 30, 2024 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Ellomay Luzon Energy) in its financial results for this period. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of Dorad’s financial results.

 

Dorad Financial Highlights

 

●

Dorad’s unaudited revenues for the three months ended June 30, 2024 – approximately NIS 659 million.

 

●

Dorad’s unaudited operating profit for the three months ended June 30, 2024 – approximately NIS 87.5 million.

  

Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season. Since January 1, 2023, the months of the year are split into three seasons as follows: the summer season – the months of June, July, August and September; the winter season – the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to May, October and November. There is a higher demand for electricity during the winter and summer seasons, and the average electricity consumption is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs – TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for the quarter ended June 30, 2024, which include the intermediate months of April and May and the summer month of June, are not indicative of full year results. In addition, due to various reasons, including the effects of the increase in the Israeli CPI impacting interest payments by Dorad on its credit facility, the results included herein may not be indicative of second quarter results in the future or comparable to second quarter results in the past.

 

The financial statements of Dorad include a note concerning the war situation in Israel, which commenced on October 7, 2023, stating that Dorad estimated, based on the information it had as of August 15, 2024 (the date of approval of Dorad’s financial statements as of June 30, 2024), that the current events and the security escalation in Israel have an impact on its results but that the impact on its short-term business results will be immaterial. Dorad further notes that as this event is not under the control of Dorad, and factors such as the continuation of the war and hostilities or their cessation may affect Dorad’s assessments, as of the date of the financial statements, Dorad is unable to assess the extent of the impact of the war on its business activities and on its medium and long-term results. Dorad continues to regularly monitor the developments and is examining the effects on its operations and the value of its assets.

 

 

A translation of the financial results for Dorad as of and for the year ended December 31, 2023 and as of and for each of the three and six month periods ended June 30, 2024 and 2023 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Luzon Group, Ellomay Luzon Energy or Dorad with respect to the financial results included in this press release.

 

About Ellomay Capital Ltd.

 

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

 

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

 

	●	Approximately 335.9 MW of photovoltaic power plants in Spain (including a 300 MW photovoltaic plant in owned by Talasol, which is 51% owned by the Company) and approximately 9.95 MW of photovoltaic power plants in Italy;

	●	9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;

	●	Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;

	●	83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

	●	A photovoltaic plant with installed capacity of approximately 10 MW in the Lazio Region, Italy that is ready for connection to the grid;

	●	Ellomay Solar Italy Ten SRL that is construction a photovoltaic plant (18 MW) in Italy;

	●	Ellomay Solar Italy Four SRL (15.06 MW), Ellomay Solar Italy Five SRL (87.2 MW), Ellomay Solar Italy Seven SRL (54.77 MW), Ellomay Solar Italy Nine SRL (8 MW) and Ellomay Solar Italy Fifteen SRL (10 MW) that are developing photovoltaic projects in Italy that have reached “ready to build” status; and

●

Fairfield Solar Project, LLC (13.44 MW), Malakoff Solar I, LLC (6.96 MW) and Malakoff Solar II, LLC (6.96 MW), that are constructing photovoltaic plants and Mexia Solar I, LLC (5.6 MW), Mexia Solar II, LLC (5.6 MW), and Talco Solar, LLC (10.3 MW), that are developing photovoltaic projects that have reached “ready to build” status, all in the Dallas Metropolitan area, Texas.

 

For more information about Ellomay, visit http://www.ellomay.com.

 

Information Relating to Forward-Looking Statements

 

This press release 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 press release 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 changes in electricity prices and demand, continued war and hostilities and political and economic conditions generally in Israel, regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction, and other risks applicable to projects under development and construction, in addition to other risks and uncertainties associated with the Company’s and Dorad’s business that are described in greater detail in the filings the Company makes from time to time with 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.

 

Contact:

 

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

 

 

Dorad Energy Ltd.

 

Interim Condensed Statements of Financial Position

 

		June 30				June 30				December 31
		2024				2023				2023
		(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands
Current assets
Cash and cash equivalents			218,067				176,779				219,246
Trade receivables and accrued income			316,374				242,670				211,866
Other receivables			50,867				14,181				12,095
Financial derivatives			2,785				4,431				-
Total current assets			588,093				438,061				443,207
Non-current assets
Restricted deposit			526,392				537,337				522,319
Prepaid expenses			29,043				31,074				30,053
Fixed assets			3,017,054				3,173,760				3,106,550
Intangible assets			8,114				7,765				7,653
Right of use assets			54,403				56,886				55,390
Total non-current assets			3,635,006				3,806,822				3,721,965
Total assets			4,223,099				4,244,883				4,165,172
Current liabilities
Current maturities of loans from banks			308,069				293,414				299,203
Current maturities of lease liabilities			4,870				4,749				4,787
Trade payables			236,691				172,233				166,089
Other payables			10,005				12,710				31,446
Total current liabilities			559,635				483,106				501,525
Non-current liabilities
Loans from banks			1,874,385				2,115,016				1,995,909
Other Long-term liabilities			10,826				14,975				12,943
Long-term lease liabilities			49,023				51,032				47,618
Provision for dismantling and restoration			36,002				50,000				38,985
Deferred tax liabilities			306,840				237,126				278,095
Liabilities for employee benefits, net			160				160				160
Total non-current liabilities			2,277,236				2,468,309				2,373,710
Equity
Share capital			11				11				11
Share premium			642,199				642,199				642,199
Capital reserve from activities with shareholders			3,748				3,748				3,748
Retained earnings			740,270				647,510				643,979
Total equity			1,386,228				1,293,468				1,289,937
Total liabilities and equity			4,223,099				4,244,883				4,165,172

 

 

Dorad Energy Ltd.

 

 

Interim Condensed Statements of Income

 

		For the six months ended								For the three months ended								Year ended
		June 30								June 30								December 31
		2024				2023				2024				2023				2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands				NIS thousands				NIS thousands
Revenues		1,269,902				1,254,471				659,020				606,155				2,722,396
Operating costs of the Power Plant
Energy costs			290,785				261,490				159,701				137,416				583,112
Electricity purchase and
infrastructure services			567,671				592,821				304,480				275,659				1,244,646
Depreciation and
amortization			115,719				118,864				60,205				62,518				242,104
Other operating costs			82,766				80,718				40,297				46,547				186,024
Total operating costs of Power Plant			1,056,941				1,053,893				564,683				522,140				2,255,886
Profit from operating the Power Plant			212,961				200,578				94,337				84,015				466,510
General and administrative expenses			16,727				14,093				6,853				7,499				27,668
Other income			-				-				-				-				39
Operating profit			196,234				186,485				87,484				76,516				438,881
Financing income			31,884				36,190				19,005				16,968				45,286
Financing expenses			103,082				125,719				66,686				66,638				209,773
Financing expenses, net			71,198				89,529				47,681				49,670				164,487
Profit before taxes on income			125,036				96,956				39,803				26,846				274,394
Tax on Income			28,745				22,110				9,149				5,969				63,079
Profit for the period			96,291				74,846				30,654				20,877				211,315

  

  

Dorad Energy Ltd.

 

Interim Condensed Statements of Changes in Shareholders’ Equity

 

										Capital reserve
										for activities
		Share				Share				with				Retained
		capital				premium				shareholders				earnings				Total Equity
		NIS thousands				NIS thousands				NIS thousands				NIS thousands				NIS thousands
For the six months ended June 30, 2024 (Unaudited)
Balance as at January 1, 2024 (Audited)			11				642,199				3,748				643,979				1,289,937
Net profit for the period			-				-				-				96,291				96,291
Balance as at June 30, 2024 (Unaudited)			11				642,199				3,748				740,270				1,386,228
For the six months ended June 30, 2023 (Unaudited)
Balance as at January 1, 2023 (Audited)			11				642,199				3,748				572,664				1,218,622
Net profit for the period			-				-				-				74,846				74,846
Balance as at June 30, 2023 (Unaudited)			11				642,199				3,748				647,510				1,293,468
For the three months ended June 30, 2024 (Unaudited)
Balance as at April 1, 2024 (Unaudited)			11				642,199				3,748				709,616				1,355,574
Net profit for the period			-				-				-				30,654				30,654
Balance as at June 30, 2024 (Unaudited)			11				642,199				3,748				740,270				1,386,228
For the three months ended June 30, 2023 (Unaudited)
Balance as at April 1, 2023 (Unaudited)			11				642,199				3,748				626,633				1,272,591
Net profit for the period			-				-				-				20,877				20,877
Balance as at June 30, 2023 (Unaudited)			11				642,199				3,748				647,510				1,293,468

  

 

Dorad Energy Ltd.

 

Interim Condensed Statements of Changes in Shareholders’ Equity (cont’d)

 

										Capital reserve
										for activities
		Share				Share				with				Retained
		capital				premium				shareholders				earnings				Total Equity
		NIS thousands				NIS thousands				NIS thousands				NIS thousands				NIS thousands
For the year ended December 31, 2023 (Audited)
Balance as at January 1, 2023 (Audited)			11				642,199				3,748				572,664				1,218,622
Dividend distributed			-				-				-				(140,000	)			(140,000	)
Net profit for the year			-				-				-				211,315				211,315
Balance as at December 31, 2023 (Audited)			11				642,199				3,748				643,979				1,289,937

  

 

Dorad Energy Ltd.

 

Interim Condensed Statements of Cash Flows

 

 

		For the six months ended								For the three months ended								Year ended
		June 30								June 30								December 31
		2024				2023				2024				2023				2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands				NIS thousands				NIS thousands
Net cash flows from operating activities:
Profit for the period			96,291				74,846				30,654				20,877				211,315
Adjustments:
Depreciation and amortization and fuel consumption			122,342				119,486				62,964				62,695				245,566
Taxes on income			28,745				22,110				9,149				5,969				63,079
Financing expenses, net			71,198				89,529				47,681				49,670				164,487
			222,285				231,125				119,794				118,334				473,132
Change in trade receivables			(104,508	)			(4,089	)			(135,191	)			(57,981	)			26,715
Change in other receivables			(43,921	)			18,628				(39,428	)			5,043				20,714
Change in trade payables			58,122				(78,308	)			67,028				(10,795	)			(115,976	)
Change in other payables			(3,942	)			1,271				(9,896	)			(6,504	)			2,507
Change in other long-term liabilities			(2,117	)			(2,554	)			(736	)			(951	)			(4,586	)
			(96,366	)			(65,052	)			(118,223	)			(71,188	)			(70,626	)
Net cash flows from  operating activities			222,210				240,919				32,225				68,023				613,821
Cash flows from (used in) investing activities
Proceeds from (investment in) settlement of financial derivatives			(1,050	)			3,074				346				1,902				8,884
Insurance proceeds in respect of damage to fixed asset			5,148				-				2,411				-				-
Decrease in long- term restricted deposits			17,500				-				-				-				40,887
Investment in fixed assets			(32,136	)			(36,157	)			(15,067	)			(21,945	)			(102,082	)
Investment in intangible assets			(1,469	)			(2,317	)			(1,057	)			(1,500	)			(3,162	)
Interest received			19,578				13,796				10,020				7,772				33,501
Net cash flows from (used in)  investing activities			7,571				(21,604	)			(3,347	)			(13,771	)			(21,972	)
Net cash flows from financing activities:
Repayment of lease liability principal			(218	)			(212	)			(119	)			(113	)			(4,817	)
Repayment of loans from banks			(141,966	)			(130,987	)			(141,966	)			(130,987	)			(253,382	)
Dividends paid			(17,500	)			-				-				-				(122,500	)
Interest paid			(72,755	)			(76,985	)			(72,559	)			(76,835	)			(151,220	)
Net cash flows used in financing activities			(232,439	)			(208,184	)			(214,644	)			(207,935	)			(531,919	)
Net increase (decrease) in cash and cash equivalents for the period			(2,658	)			11,131				(185,766	)			(153,683	)			59,930
Effect of exchange rate fluctuations on cash and cash equivalents			1,479				14,167				4,237				6,579				7,835
Cash and cash equivalents at beginning of period			219,246				151,481				399,596				323,883				151,481
Cash and cash equivalents at end of period			218,067				176,779				218,067				176,779				219,246

 

 

 

7

Exhibit 99.2

 

Other than information relating to Ellomay Luzon Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd., or Ellomay Luzon Energy), the disclosures contained herein concerning Dorad Energy Ltd., or Dorad, and the power plant owned by Dorad, or the Dorad Power Plant, are based on information received from Dorad. Unless the context in which such terms are used would require a different meaning, all references to “Ellomay,” “us,” “we,” “our” or the “Company” refer to Ellomay Capital Ltd. and its consolidated subsidiaries.

 

All reference herein to the “2023 Annual Disclosure” are to the immediate report provided to the holders of the Company’s Series E Secured Debenture, submitted to the Israel Securities Authority on March 27, 2024 (filing number 2024-02-033414) and submitted on a Form 6-K to the US Securities and Exchange Commission on March 27, 2024. Unless otherwise noted, defined terms used herein shall have the same meaning as set forth in the 2023 Annual Disclosure.

 

With reference to Section 1.1 of the 2023 Annual Disclosure (“General”) under the heading “Investment and Acquisition of Shares in Ellomay Luzon Energy,” to the best of the Company’s knowledge, in May 2024 the Luzon Group repaid in full the series of debentures that was secured by pledges on the Luzon Group’s holdings and rights in Ellomay Luzon Energy and in June 2024 the related pledges were deleted. Thereafter, also in June 2024, pledges were again registered on all of the Luzon Group’s holdings and rights in Ellomay Luzon Energy in favor of holders of a new series of debentures issued by the Luzon Group to the public in Israel in May 2024.

 

With reference to Section 1.1 of the 2023 Annual Disclosure (“General”) under the heading “‘Iron Swords’ War,” Dorad estimated, based on the information it had as of August 15, 2024 (the date of approval of Dorad’s financial statements as of June 30, 2024), that the current events and the security escalation in Israel have an impact on its results but that the impact on its short-term business results will be immaterial. Dorad further notes that as this event is not under the control of Dorad, and factors such as the continuation of the war and hostilities or their cessation may affect Dorad’s assessments, as of the date of the financial statements, Dorad is unable to assess the extent of the impact of the war on its business activities and on its medium and long-term results. Dorad continues to regularly monitor the developments and is examining the effects on its operations and the value of its assets.

 

With reference to Section 1.4 of the 2023 Annual Disclosure (“Selected Financial Information”), Dorad’s financial results for the three and six months ended June 30, 2024 were included on a press release published by the Company and submitted to the MAGNA system on August 30, 2024.

 

With reference to Section 1.5.2 of the 2023 Annual Disclosure (“Limitations, Regulation, Standards and Special Requirements applicable to the Field of Operations”) under the heading “Tariffs and Payments,” on January 29, 2024, the Israeli Electricity Authority published a decision regarding “Annual Update of 2024 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 1% compared with the average production component published by the Israeli Electricity Authority in March 2023 that was valid up to and including January 2024.

 

 

With reference to Section 1.5.2 of the 2023 Annual Disclosure (“Limitations, Regulation, Standards and Special Requirements applicable to the Field of Operations”) under the heading “Consumption Plants and Deviations,” in connection with the third-party notice against Dorad filed by the IEC and the appeal submitted by the IEC on its rejection, on March 28, 2024, Dorad submitted its answer to the appeal (following an extension approved by the court). On February 14, 2024, the applicant in the approval request submitted his response to the appeal. The appeal hearing is scheduled for January 6, 2025.

 

With reference to Section 1.5.2 of the 2023 Annual Disclosure (“Limitations, Regulation, Standards and Special Requirements applicable to the Field of Operations”) under the heading “Virtual Supplier” and Section 1.7 (“Customers”), in connection with the decision of the Israeli Electricity Authority to open the market to competition in the supply segment, within which Dorad was given the opportunity to sell electricity to domestic consumers, in April 2024, the Israeli Electricity Authority published a decision that enables transitioning domestic consumers without a “smart meter” to private manufacturers by adopting a “Normative Consumption Model of a Domestic Consumer” (a statistical estimation of the consumption by the average domestic consumer in each half hour during the year). Based on this model, Dorad contracted with a number of entities that provide services to domestic consumers on a large scale, for the purpose of selling electricity to domestic customers of those entities. At this stage the income from these agreements does not materially affect Dorad’s results.

 

With reference to Section 1.5.2 of the 2023 Annual Disclosure (“Limitations, Regulation, Standards and Special Requirements applicable to the Field of Operations”) under the heading “Market Model for Private Manufacturers on the Transmission Grid,” the arrangement with the private manufacturers became effective on July 1, 2024. Dorad is continually examining the impact of the resolution on its operations and may, at any time and from time to time, elect to switch to the proposed central loading mechanism in the event it resolves that the change will have a positive impact on its financial results.

 

With reference to Section 1.6 of the 2023 Annual Disclosure (“Products and Services; Production Capacity; Possibility of Expansion of the Power Plant”) under the heading “Power Plant Malfunctions,” and to Section 1.11.5 (“Operation and Maintenance (O&M) Agreement”) in connection with the arbitration proceeding with Dorad’s maintenance contractor (Edeltech O&M Ltd.), on March 18, 2024, a preliminary hearing was held in which several issues were discussed. Based on the recommendation of the arbitrator, the evidentiary hearing that was scheduled for May 28, 2024 was canceled, and the parties will try to reach a settlement. The parties undertook to update the arbitrator if there will be a need to schedule alternative dates for the evidentiary hearings.

 

With reference to Section 1.6 of the 2023 Annual Disclosure (“Products and Services; Production Capacity; Possibility of Expansion of the Power Plant”) under the heading “Potential Expansion of the Dorad Power Plant (“Dorad 2”),” following the approval of NIP 11/b, Dorad approached the NIC for a building permit, however, on January 11, 2024, Dorad was informed in an e-mail message from the NIC that its position is that as long as NIP 20/B or NIP 91 are not definitively rejected, it is not possible to issue a building permit for the new power plant, based on a legal opinion of legal advisers in the NIC and in the planning administration, which were sent to Dorad on January 15, 2024.

 

 

On January 16, 2024, Dorad received a letter from Edelcom stating that Edelcom, as a shareholder of Dorad, objects to the proposal to expand the power plant.

 

On February 7, 2024, Dorad, through its legal counsel, sent a letter, among other addressees to the legal advisers of the NIC and the planning administration that prepared the aforesaid legal opinion, arguing that the NIC’s refusal to grant Dorad a building permit is illegal and contrary to the proper interpretation of NIP 11/B. On February 26, 2024, Dorad received a response from the NIC, which stands by its position that the issuance of building permits for the expansion of the power plant should not be promoted.

 

On February 19, 2024, Dorad received a planning survey to receive the expansion of the power plant from the System Manager, which allows the connection of electricity to the grid commencing October 2028.

 

On March 13, 2024, Dorad filed a petition with the Israeli High Court of Justice, against the NIC, the Government of Israel, the Ministry of Energy and Infrastructure, and the legal advisor to the government, requesting a conditional order addressed to the NIC instructing it to provide the reasons refusal to attend to the request for building permits for the construction of the “Dorad 2” power plant, which was approved by the Israeli government as aforementioned. Dorad also requested that following the issuance of the conditional order, the order will become a permanent order instructing the NIC to attend to the issuance of the building permits for the “Dorad 2” power plant in accordance with the NIP 11/b. On March 13, 2024, the Israeli High Court of Justice ruled that a preliminary response on behalf of the respondents to the petition will be submitted by May 16, 2024. On May 2, 2024, the legal advisor of the NIC announced that at the April 17, 2024 meeting of the Israeli government, it was decided to reject NIP 20/B - Hadera Power Station and therefore it is possible to resume and promote the procedure of issuing the building permits under NIP 11/B at the at the National Licensing Authority. Dorad was therefore asked by the legal advisor to the NIC to submit a request to delete the petition, as the petition became redundant in light of the rejection of NIP 20/B. Considering this development, Dorad submitted a request to the High Court of Justice to delete the petition without an order for costs. On May 8, 2024, a judgment was issued dismissing the petition without an order for costs.

 

The expansion of the Dorad Power Plant by building the Dorad 2 facility in a combined cycle technology, will result in an aggregate capacity of the Dorad Power Plant of approximately 1,500 MW and the approved plan also enables adding batteries with a capacity of approximately 80 MW. The Company expects that if the Dorad 2 plan will materialize and the expansion will be completed, the expansion of the power plant will increase the revenues and income of Dorad. The expansion has not yet been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity Authority, regulatory changes and market terms and condition, all of which are not within the control of Dorad or the Company. As of the date of this report, Dorad has not yet reached a final decision with respect to Dorad 2 and there can be no assurance as to if, when and under what terms it will be advanced or promoted by Dorad. The abovementioned estimations in connection with Dorad 2, constitute forward-looking information, as defined in the Securities Law, 1968, and is based on the information, experience and estimates of Dorad and the Company as of this date. Such information and assessments may also not materialize, in whole or in part or may materialize in a different manner than anticipated, including due to factors that are unknown to Dorad and the Company as of the date of this report and are not under their control, which include, inter alia, the timing of issuance of building permits, to the extent issued, receipt of corporate and other approvals, receipt of funding, the outcome and impact of legal proceedings commenced by third parties, regulatory and market changes, as well as other factors set forth in this section and other risk factors listed in Section 1.17 of the 2023 Annual Disclosure.

 

 

With reference to Section 1.12 of the 2023 Annual Disclosure (“Working Capital Deficiency”), as of June 30, 2024, Dorad had a working capital of approximately NIS 28.5 million, due to an increase in Dorad’s current assets.

 

With reference to Section 1.13 of the 2023 Annual Disclosure (“Financing”) under the heading “Financing Agreements,” as of June 30, 2024, the outstanding balance of the Dorad Credit Facility was approximately NIS 2.18 billion and Dorad is in compliance with the financial standards required by the Dorad Credit Facility.

 

With reference to Section 1.13 of the 2023 Annual Disclosure (“Financing”) under the heading “Dorad Credit Rating,” on April 9, 2024, Dorad received a ratification of its debt rating of ilAA- from S&P Ma’alot, updating the forecast from “negative” to “stable.” The updated rating forecast did not have an influence on the interest rate of Dorad’s credit facility.

 

With reference to Section 1.13 of the 2023 Annual Disclosure (“Financing”) under the heading “Dorad Credit Rating,” in March 2024, Dorad received a request for materials from the Israeli Tax Authority in connection with tax assessments for the years 2021 and 2022.

 

With reference to Section 1.16 of the 2023 Annual Disclosure (“Legal Proceedings”) under the headings “Petition to Approve a Derivative Claim filed by Ellomay Luzon Energy and Ran Fridrich” and “Petition to Approve a Derivative Claim filed by Edelcom”, the parties filed responses to the appeals on the arbitration ruling in February 2024 and answers to the responses were filed on May 15, 2024. A preliminary hearing was held on June 5, 2024. Following the preliminary hearing and claim raised at the hearing, including a request to hold a hearing in which the parties will orally present their claims, on June 9, 2024 the arbitrator ruled that in light of the arbitration agreement and the scope of written arguments submitted by the parties, at this stage the arguments in the appeal process will not be heard orally. On July 30, 2024, the arbitrator ruled that the date for issuing the ruling on the appeals will be extended by 120 days from the date the appeal proceeds ended, in addition to the 60-day period for providing the ruling based on the arbitration agreement.

 

 

 

4

 

Exhibit 99.3

 

Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. for June 30, 2024¹

 

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Financial Position

 

		As at June 30								As at December 31
		2024				2023				2023
		Unaudited								Audited
		NIS in thousands
Assets
Current assets:
Cash and cash equivalents			42				54				80
Trade, other receivables and related parties			474				290				1,160
			516				344				1,240
Non-current assets:
Investment in equity accounted investee			269,299				252,759				251,669
			269,815				253,103				252,909
Liabilities and Equity
Current liabilities:
Trade, related parties and other payables			1,898				205				1,380
Loans from shareholders			-				21,808				-
			1,898				22,013				1,380
Equity:
Share capital			*				*				*
Share premium			105,116				105,116				105,116
Capital notes			46,933				46,933				46,933
Accumulated profit			115,868				79,041				99,480
			267,917				231,090				251,529
			269,815				253,103				252,909

 

*

Represents an amount less than NIS 1 thousand

 

1

Summary of Hebrew version, the original language was published by Ellomay Capital Ltd. in Israel and is available upon request.

 

 

 

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Comprehensive Income

 

		Six Months ended June 30								Three Months ended June 30								Year ended December 31
		2024				2023				2024				2023				2023
		Unaudited								Unaudited								Audited
		NIS in thousands
General and administrative expenses			(967	)			(126	)			(412	)			(24	)			(983	)
Operating loss			(967	)			(126	)			(412	)			(24	)			(983	)
Financing expenses			(275	)			(1,594	)			(128	)			(828	)			(2,458	)
Share of profits of equity accounted investee			17,630				13,612				5,535				3,702				38,772
Net profit for the period			16,388				11,892				4,995				2,850				35,331
Total comprehensive income for the period			16,388				11,892				4,995				2,850				35,331

 

 

 

		Share Capital				Capital notes				Share Premium				Accumulated profit				Total Equity
		NIS in thousands
Balance as at January 1, 2024 (audited)			*				46,933				105,116				99,480				251,529
Transaction during the six-month period ended June 30, 2024 (unaudited) –
Total comprehensive profit for the period			-				-				-				16,388				16,388
Balance as at June 30, 2024 (unaudited)			*				46,933				105,116				115,868				267,917
Balance as at January 1, 2023 (audited)			*				46,933				105,116				67,149				219,198
Transaction during the six-month period ended June 30, 2023 (unaudited) –
Total comprehensive profit for the period			-				-				-				11,892				11,892
Balance as at June 30, 2023 (unaudited)			*				46,933				105,116				79,041				231,090
Balance as at April 1, 2024 (unaudited)			*				46,933				105,116				110,873				262,922
Transaction during the three-month period ended June 30, 2024 (unaudited) –
Total comprehensive profit for the period			-				-				-				4,995				4,995
Balance as at June 30, 2024 (unaudited)			*				46,933				105,116				115,868				267,917
Balance as at April 1, 2023 (unaudited)			*				46,933				105,116				76,191				228,240
Transaction during the three-month period ended June 30, 2023 (unaudited) –
Total comprehensive profit for the period			-				-				-				2,850				2,850
Balance as at June 30, 2023 (unaudited)			*				46,933				105,116				79,041				231,090
Balance as at December 31, 2022 (audited)			*				46,933				105,116				67,149				219,198
Transaction during the year ended December 31, 2023 (audited) –
Dividend			-				-				-				(3,000	)			(3,000	)
Total comprehensive profit for the year			-				-				-				35,331				35,331
Balance as at December 31, 2023 (audited)			*				46,933				105,116				99,480				251,529

 

*

Represents an amount less than NIS 1 thousand

 

 

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Cash Flows

 

		Six months ended June 30								Three months ended June 30								Year ended December 31
		2024				2023				2024				2023				2023
		Unaudited								Unaudited								Audited
		NIS in thousands
Cash flows from operating activities -
Net profit			16,388				11,892				4,995				2,850				35,331
Adjustments needed to present cash flows from the Company’s operating activities:
Adjustments to the Company’s profit and loss items:
Financing expenses			275				1,594				128				828				2,458
Company’s share of profits of equity accounted investee			(17,630	)			(13,612	)			(5,535	)			(3,702	)			(38,772	)
			(17,355	)			(12,018	)			(5,407	)			(2,874	)			(36,314	)
Changes in the assets and liabilities of the Company:
Decrease (increase) in trade, related parties and other receivables			411				(433	)			(48	)			24				(1,542	)
Increase (decrease) in trade, related parties and other payables			518				(14	)			389				(1	)			1,161
			929				(447	)			341				23				(381	)
Cash paid during the period for:
Interest paid			-				-				-				-				(12,664	)
Net cash used for operating activities			(38	)			(573	)			(71	)			(1	)			(14,028	)
Cash flows from investing activities -
Dividend from equity accounted investee			-				-				-				-				26,250
Net cash provided by investing activities			-				-				-				-				26,250
Cash flows from financing activities -
Repayment of loans to shareholders			-				-				-				-				(10,292	)
Dividend paid			-				-				-				-				(3,000	)
Receipt of loans from shareholders			-				473				-				33				996
Net cash provided by (used in) financing activities			-				473				-				33				(12,296	)
Increase (decrease) in cash and cash equivalents			(38	)			(100	)			(71	)			32				(74	)
Cash and cash equivalents at the beginning of the period			80				154				113				22				154
Cash and cash equivalents at the end of the period			42				54				42				54				80

 

 

 

4

 

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