TEL AVIV, Israel,
April 17, 2019 /PRNewswire/ -- Ellomay Capital Ltd.
(NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or
the "Company"), a renewable energy and power
generator and developer of renewable energy and power projects in
Europe and Israel, today
announced that its wholly-owned subsidiary, Ellomay Luxembourg
Holdings, S.à.r.l. ("Ellomay Luxembourg"), will sell 49% of
the outstanding shares of Talasol Solar, S.L.U. ("Talasol")
to GSE 3 UK Limited and Fond-ICO Infraestructuras II, FICC (24.5%,
respectively) (together, the "Partners") pursuant to a
Credit Facilities Assignment and Sale and Purchase of Shares
Agreement (the "SPA"). The Partners will pay approximately
€16.1 million, subject to adjustments, for the 49% of Talasol's
shares and 49% of the shareholder development loans funding the
development budget. This amount also reflect a premium for Ellomay
Luxembourg. In addition, the Partners will participate in 49% of
the equity requirements under the financing agreement.
Talasol is promoting the construction of a photovoltaic plant
with a peak capacity of 300MW in the municipality of Talaván, in
Extramadura Spain (the "Talasol Project") and following
consummation of the transactions contemplated by the SPA, 51% of
its shares will be indirectly held by the Company.
GSE 3 UK Limited is owned by Capital Dynamics ("Capital
Dynamics"), a global asset management firm which manages
investor capital across a diversified product base. The Clean
Energy Infrastructure platform specifically at Capital Dynamics is
dedicated to managing funds on behalf of investors seeking exposure
to the renewable power generation market both across North America and Europe.
Fond-ICO Infraestructuras II, FICC is engaged in the
business of venture / private equity funds' management, included
but not limited to Fond-ICO Infraestructuras.
The SPA further provides that Ellomay Luxembourg will assign to
the Partners, in equal parts, 49% of its rights and obligations
under the agreements executed in connection with the project
finance obtained for the Talasol Project. The SPA provides that the
legal risks will be transferred to the Partners on the closing date
and the economic yields and results of operations of Talasol's
business will be transferred to the Partners as from December 31, 2018. The payment of a portion of up
to €1.4 million of the purchase price will be deferred until the
achievement of a preliminary acceptance certificate under the
engineering, procurement and construction ("EPC") agreement
of the Talasol Project.
The SPA includes customary representations and warranties of
Ellomay Luxembourg and the Partners and a mutual indemnification
mechanism for breaches of representations and warranties or of
undertakings, subject to time, minimum claims, minimum aggregate
claims and maximum liability limitations, as a sole remedy, subject
to customary exceptions. The consummation of the transactions
contemplated by the SPA is subject to the fulfillment or waiver of
several customary conditions precedent by June 30, 2019, including the fulfillment of all
conditions precedent under the Talasol Project's project finance
and the entry by the Partners into an equity support agreement.
On the closing date of the SPA, Ellomay Luxembourg and the
Partners will also enter into a Partners' Agreement (the
"PA") setting forth the relationship between the prospective
shareholders of Talasol, the governance and management of Talasol,
the funding and financing of Talasol and the mechanism for future
transfers of Talasol's shares. The PA provides that all matters
brought for a vote at a partners' meeting, other than specific
reserved matters, will be adopted by the majorities set forth in
the Spanish Companies Act. The PA includes minority rights for the
Partners, and provides that Ellomay will appoint the majority of
the board members and that all matters brought for a vote at a
board of directors meeting will be adopted by a simple majority of
the directors, other than specific matters.
The PA further provides that Ellomay Luxembourg will be entitled
to receive a management fee from Talasol in consideration for the
administrative, support and management services to be provided to
Talasol by Ellomay Luxembourg. The PA includes restrictions on
transfer of the shares of Talasol by Ellomay and any of the
Partners, which is prohibited for a certain period (other than in
connection with certain customary permitted transfers) and
thereafter is subject to a right of first offer, tag along rights
granted to the Partners on sales by Ellomay Luxembourg and a drag
along right granted to Ellomay Luxembourg.
The consummation of the transactions contemplated by the SPA
is subject to the fulfilment of conditions precedent, that are not
entirely within the control of the Company, Ellomay Luxembourg or
Talasol. There can be no assurance as to whether or when the
conditions to closing will be
satisfied.
Ran Fridrich, CEO and a board member of Ellomay, commented: "The
entry of partners to Talasol, which is expected to be one of the
largest photovoltaic projects in Europe, will mark the final milestone for
financial closing and commencement of construction of the project,
which will take place right after. The transaction enables us to
create an optimal ownership structure that includes entities with
advantages both on the local level and on the financial level,
alongside the continued control of the project by Ellomay."
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 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
and Spain, including:
- Approximately 22.6MW of photovoltaic power plants in
Italy, approximately 7.9MW of
photovoltaic power plants in Spain
and a photovoltaic power plant of approximately 9 MW in
Israel;
- 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;
- 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 156 MW pumped storage hydro power plant in
the Manara Cliff, Israel;
- 51% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V.,
project companies developing anaerobic digestion plants with a
green gas production capacity of approximately 375 Nm3/h, in Goor,
the Netherlands and 475 Nm3/h, in
Oude Tonge, the Netherlands,
respectively;
- Talasol, which is involved in a project to construct a
photovoltaic plant with a peak capacity of 300MW in the
municipality of Talaván, Cáceres, Spain.
Ellomay 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
the Company's forward-looking statements, including the
non-occurrence of the conditions precedent. 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: hilai@ellomay.com
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SOURCE Ellomay Capital Ltd