TEL AVIV, Israel, Dec. 23, 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 reported the sale of ten Italian
indirect wholly-owned subsidiaries (the "Italian
Subsidiaries"), which own twelve photovoltaic plants with an
aggregate nominal capacity of approximately 22.6 MW, and the sale
of the receivables arising from shareholder loans provided to such
companies (the "Receivables").
The agreed purchase price was €41 million for the cutoff date of
December 31, 2018. The purchase price
was adjusted in connection with funds received by the Company from
the Italian subsidiaries during 2019 (approximately €2.3 million),
resulting in a cash purchase price of approximately €38.7 million.
The Sale and Purchase Agreement governing the sale of the Italian
Subsidiaries and the Receivables includes customary representations
and warranties and indemnification mechanisms, including specific
indemnification for existing risks for a limited time in a
non-material amount for the Company.
Based on the information currently available to the Company, the
Company estimates that it will record a profit of approximately €19
million in connection with the sale of the Italian Subsidiaries and
Receivables in its financial results for the fourth quarter of
2019. The profit currently expected to be recorded is an
unaudited and unreviewed estimate and the actual results may be
different from this estimation.
Ran Fridrich, CEO and a board member of Ellomay, commented: "The
Company is pleased to announce the sale of the Company's Italian PV
portfolio at a very attractive price. The Italian PV portfolio was
built during 2010-2013 and is based on a governmental
feed-in-tariff. The acquisition of the portfolio was accomplished
during the European financial crisis and was contrarian to market
trends at the time. The Company, led by Mr. Hemi Raphael, Mr. Ran Fridrich and Mr.
Shlomo Nehama took a pioneering
approach by allocating substantial amount of the Company's capital
to PV projects in Italy. This
enabled the Company to build a stable portfolio with a strong cash
flow and high return. Approximately half of the portfolio was
acquired in the ready to build stage and was constructed by EPC
contractors under the Company's supervision. The other half of the
portfolio was acquired from German companies in receivership and
required complex legal struggles that were managed by Mr.
Hemi Raphael, an active director of
the Company. The Company will use the proceeds of the sale for the
redemption of its Series A Debentures and for investment in new PV
projects that are expected to be built in Spain and Italy during 2020. The Company thanks Gianni,
Origoni, Grippo, Cappelli & Partners, its Italian law firm for
the transaction, and Armon Capital Advisory for introducing the
purchaser and for advising during the process."
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
and Spain, including:
- 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;
- 51% of 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;
- 100% 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;
- 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.
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, such as future indemnification
claims under the Agreement. 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