TEL-AVIV, Israel, April 30, 2017 /PRNewswire/ --
Ellomay Capital Ltd. (NYSE MKT:
ELLO; TASE: ELLO) ("Ellomay" or the
"Company"), an emerging operator in the
renewable energy and energy infrastructure sector, today announced
the entry, through one of the Company's subsidiaries, into a share
purchase agreement (the "SPA"), pursuant to which it
purchased and acquired the entire share capital of a Spanish
company, Talasol Solar S.L. ("Talasol"), which is promoting
the construction of a photovoltaic plant with a peak capacity of
300 MW in the municipality of Talaván, Cáceres, Spain (the "Project ").
Based on an initial study performed by the Company's technical
advisors, the Project's CAPEX including development costs and
interest is expected to be approximately Euro 225-255 million (approximately $245 million - $278 million), depending on the
terms of the EPC agreement that will be executed in connection with
the Project and other factors. The Project is expected to produce
approximately 580 GWh per year, and based on the "base case"
scenario of a prices projection study is expected to yield revenues
of approximately Euro 25 million
(approximately $27.2 million) per
year. The Company expects that the Project's operating and G&A
expenses will amount to an aggregate of approximately Euro 6 million and, therefore, revenues net of
such expenses are currently expected to be approximately
Euro 19 million (approximately
$20.7 million) per year. Based on the
Company's legal and technical advisors, the Project is expected to
be construction ready within a period of 10-15 months. The Company
expects that the capital required for the Project will be obtained
from banks, suppliers, equity or debt financings and
potential partners, however there can be no assurance that such
financing will be obtained and there are currently no agreements,
commitments or understandings with respect to any such
financing.
The SPA provides that the purchase price for Talasol's shares is
Euro 10 million (approximately
$10.9 million) and that this amount
is to be deposited in escrow, otherwise the SPA will terminate
automatically. The release of the amount from escrow is subject to
customary conditions subsequent in these types of transactions, as
described below.
The SPA includes customary representations and warranties. The
SPA includes several conditions subsequent, the occurrence of any
of which by June 30, 2018 will allow
the Company to automatically terminate the SPA. These conditions
include receipt of certain regulatory approvals and entry into
certain material agreements. The SPA further provides the sellers
with rights to terminate the SPA in the event the regulatory
approvals are granted and the Company or Talasol fail to take
certain actions required in order to advance the Project.
The occurrence of the conditions subsequent is not entirely
within the control of the Company or Talasol, as they include the
issuance of regulatory approvals. Moreover, the
Company has the option to automatically terminate the agreement as
noted above by not taking certain actions required to
advance the Project and therefore it is possible that the
SPA will be terminated in accordance with its terms. The
projected amounts and returns included herein are
based on the current expectations and assumptions of the Company
and its advisors and are subject to various circumstances,
including the terms of the power purchase agreement, EPC contract,
O&M contract and several other agreements, all of which have
not yet been negotiated or executed. For more information
concerning these and other risks see below under
"Information Relating to Forward-Looking
Statements."
Ran Fridrich, CEO and director of the Company noted "The Talasol
project is a material project, which we believe is going to be one
of the largest PV projects in Europe. The Talasol project is expected to
operate based on long-term power purchase agreements (PPAs) with
utilities and/or electricity brokers. Ellomay has been active in
the Spanish PV market since 2012. The Talasol opportunity intrigued
us, and we received good feedback on the Project's location and
characteristics and on the expected future of the Spanish solar
market from various market players, such as EPC contractors,
utilities, brokers, investment banks and commercial banks in the
Spanish and European markets. The high radiation in the Spanish
peninsula, the significant decline of the panel prices and the
relatively attractive finance costs, are expected to allow the
Spanish solar market to become an advanced grid parity market".
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE MKT, under the trading symbol "ELLO" and with the Tel
Aviv Stock Exchange under the trading symbol "ELOM." Since
2009, Ellomay Capital focuses its business in the energy and
infrastructure sectors worldwide. Ellomay (formerly Nur
Macroprinters Ltd.) previously was a supplier of wide format and
super-wide format digital printing systems and related products
worldwide, and sold this business to Hewlett-Packard Company during
2008 for more than $100 million.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy
and Spain, including:
- Approximately 22.6MW of photovoltaic power plants in
Italy and approximately 7.9MW
of photovoltaic power plants in Spain;
- 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 850 MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and
Ellomay Pumped Storage (2014) Ltd., all of which are involved in a
project to construct a 340 MW pumped storage hydro power plant in
the Manara Cliff, Israel;
- 51% of Groen Gas Goor B.V., a project company developing an
anaerobic digestion plant, with a green gas production capacity of
approximately 375 Nm3/h, in Goor, the
Netherlands.
Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi
Raphael and Mr. Ran Fridrich. Mr. Nehama is one of
Israel's prominent businessmen and
the former Chairman of Israel's
leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both
have vast experience in financial and industrial businesses. These
controlling shareholders, along with Ellomay's dedicated
professional management, accumulated extensive experience in
recognizing suitable business opportunities worldwide. Ellomay
believes the expertise of Ellomay's controlling shareholders and
management enables the Company to access the capital markets, as
well as assemble global institutional investors and other potential
partners. As a result, we believe Ellomay is capable of considering
significant and complex transactions, beyond its immediate
financial resources.
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
our forward-looking statements including changes in regulation,
radiation levels, electricity prices, seasonality of the PV
business 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: miria@ellomay.com
SOURCE Ellomay Capital Ltd