TEL-AVIV, Israel, December 31, 2013 /PRNewswire/ --
Ellomay Capital Ltd. (NYSE MKT:
ELLO; TASE: ELOM)
("Ellomay" or
the "Company"), announced
today that further to its announcement on December 16, 2013 of the filing of a confidential
draft of a prospectus, the Company published a final prospectus
(the "Prospectus") for the offering (the "Offering")
of Series A Debentures (the "Debentures") with the Israel
Securities Authority and the Tel Aviv Stock Exchange
("TASE"). The Prospectus was filed after the Company
received a permit from the Israel Securities Authority for the
publication of the Prospectus and a preliminary approval from the
TASE. The Offering and the listing of the Debentures on the TASE is
subject to receipt of a listing approval by the TASE, which is
dependent, among other things, on the fulfillment of the TASE's
conditions for public float and value and, should all conditions be
met, is expected to be granted upon the publication of the complete
terms of the offering. The completion of the Offering is also
subject to the prevailing market conditions.
The Debentures offered are in an aggregate principal amount of
NIS 120 million (approximately
$34.4 million) and will bear interest
at a fixed annual rate of 4.6%. The principal of the Debentures is
repayable in ten equal annual installments commencing December 2014 and the interest is payable
semiannually commencing June 2014 and
through December 2023. A public
tender will be held with respect to the price of each unit of
Debentures, with principal amount of NIS
1,000 each, at a minimum price per unit of NIS 1,000. The principal amount of Debentures
offered and the minimum unit price may be revised in accordance
with the Israeli securities regulations and/or as described the
Prospectus.
The indenture for the Debentures includes customary provisions
and also includes the following: (i) a negative pledge such that
the Company may not place a floating charge on all of its assets,
subject to certain exceptions, and (ii) an obligation to pay
additional interest for certain security rating decreases. The
indenture for the Debentures further includes a number of customary
causes for immediate repayment including the default of the Company
in connection with certain financial covenants.
The Company intends to use the proceeds from the Offering for
repayment of the Company's indebtedness to Israel Discount Bank
Ltd. in an approximate amount of Euro 13.5
million (approximately $18.6
million) and the remainder of the proceeds for its
operations and for other general corporate purposes.
The Company will furnish the English portion of the Prospectus,
which includes certain updated information regarding the Company
and its subsidiaries, to the Securities and Exchange Commission
under a Form 6-K.
The Company further announced today that Standard & Poors
Maalot Ltd. assigned a rating of "ilA-/Stable" for the Debentures
in an aggregate amount of up to NIS 120
million.
A security rating is not a
recommendation to buy, sell or hold securities, it may be subject
to revision or withdrawal at any time by the assigning rating
organization, and each rating should be evaluated independently of
any other rating.
The public offering described in this
press release will be made in Israel only and not to U.S. persons. The
Debentures, if offered, will not be registered under the U.S.
Securities Act of 1933, as amended, and will not be offered or sold
in the United States without
registration or applicable exemption from the registration
requirements according to the U.S. Securities Act of 1933. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any debentures.
About Ellomay Capital
Ellomay is an Israeli public company whose shares are listed on
the NYSE MKT stock exchange and on the Tel Aviv Stock Exchange,
which focuses its business in the energy and infrastructure sectors
worldwide and is chaired by Mr. Shlomo
Nehama, former Chairman of Bank Hapoalim, and controlled by
Mr. Nehama and Kanir Joint Investments (2005) Limited Partnership,
which is controlled by Mr. Ran Fridrich and Mr. Hemi Raphael.
Ellomay's main assets include twelve photovoltaic plants in
Italy with an aggregate nominal
capacity of approximately 22.6 MWp (six in the Puglia Region, four
in the Marche Region and two in the Veneto Region), 85% ownership
of a photovoltaic plant in Spain
with a capacity of approximately 2.3 MWp, and 7.5% indirect
holdings in Dorad (with an option to increase such holdings to
9.375%), Israel's largest private
power plant, which is in the final stages of construction and is
expected to have an aggregate capacity of approximately 800MW
(representing approximately 8% of Israel's current electricity consumption).
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
our forward-looking statements including receipt of regulatory
approvals and market conditions. 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 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 Weintraub
CFO
Tel: +972(3)797-1111
Email: anatb@ellomay.com
SOURCE Ellomay Capital Ltd