TEL AVIV, Israel, Dec. 2, 2020 /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 announces that it
acquired all issued and outstanding shares of Groen Gas Gelderland
B.V. ("GG Gelderland") through its wholly-owned subsidiary,
Ellomay Luxembourg Holdings S.à.r.l. Ellomay paid €1.568 million
for the shares and the repayment of shareholder loans. The previous
owners are entitled to receive an additional amount from the Dutch
Government for subsidy payments. This amount is estimated at €0.493
million, but will be determined and paid before June 2021. Ellomay has no liability to compensate
the previous owners if the Dutch government pays less than the
estimated amount.
GG Gelderland owns an operating anaerobic digestion plant in
Gelderland, the Netherlands, with
a permit that enables it to produce approximately 7.5 million Nm3
per year. The actual production capacity of the plant is
approximately 9.5 million Nm3 per year. Ellomay intends to increase
the permit to allow the production to reach the plant's production
capacity. GG Gelderland has been a distressed asset since the time
it started operations approximately four years ago. The Company
purchased the plant to complement Ellomay's biogas operations in
the Netherlands. The plant is
expected to double the Company's processing capacity in
the Netherlands (from
approximately 70K tons per annum to
approximately 140K tons per annum
based on the currently permitted capacity of GG Gelderland) and
therefore also improve Ellomay's purchase bargaining position.
Ellomay's local Dutch team and its technical advisors from
Fichtner, detected the main keys to improve the plant's operations:
professional management, improvement of the biology and purchase
management and strategic investments of approximately €1 million in
the plant that should reduce costs associated with the digestate
removal, equipment rentals and maintenance costs.
An important aspect of the recovery plan is related to changes
in the financial structure of GG Gelderland, which was mainly
financed by mezzanine loans bearing high interest rates. As part of
the transaction, Ellomay reached an agreement with the lenders of
the mezzanine loans to allow an early repayment of the outstanding
subordinated debt (approximately €5.7 million) as part of the
closing of the acquisition – thus significantly reducing the
finance expenses and the leverage ratio to approximately 30-40%. In
parallel, Ellomay reached an understanding with the senior lender
of the project, which is also the senior lender in the Company's
other projects in the Netherlands,
to reduce the interest rates of the existing senior loans, which
were in line with the distressed status of the project, to similar
levels to those of Ellomay's other biogas projects. If the expected
improvements in the project's financial results due to the recovery
plan occur, Ellomay expects that it will increase the leverage
through senior lending up to 60% - similarly to the gearing ratio
of its other Dutch biogas projects.
Subject to certain conditions, including the availability and
price of the feedstock required to operate the facility, and
following the implementation of the recovery plan (which is
expected to be implemented immediately after closing and completed
by the end of 2021), the Company currently expects that the GG
Gelderland facility will yield average annual revenues of
approximately €6.4 million, average annual net income of
approximately €1.2 million and average annual EBIDTA of
approximately €2.3 million over the next ten years (not taking into
account the potential increase in capacity from 7.5 Nm3 million to
9.5 million Nm3 per year), compared to annual revenues of
approximately €6 million, annual net loss of approximately €1.2
million and annual EBITDA of approximately €0.45 million in
2019.
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before
financial expenses, net, taxes, depreciation and amortization. The
Company presents this measure in order to enhance the understanding
of the Company's historical financial performance and to
enable comparability between periods. While the Company considers
EBITDA to be an important measure of comparative operating
performance, EBITDA should not be considered in isolation or as a
substitute for net income or other statement of operations or cash
flow data prepared in accordance with IFRS as a measure of
profitability or liquidity. EBITDA does not take into account the
Company's commitments, including capital expenditures, and
restricted cash and, accordingly, is not necessarily indicative of
amounts that may be available for discretionary uses. Not all
companies calculate EBITDA in the same manner, and the measure as
presented may not be comparable to similarly-titled measures
presented by other companies. The Company's EBITDA may not be
indicative of the historic operating results of the Company; nor is
it meant to be predictive of potential future results. A
reconciliation between results on an IFRS and non-IFRS basis is
provided in the last page of 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
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
860MW, 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 3 million Nm3 per
year, in Goor, the Netherlands and
3.8 million Nm3 per year, in Oude Tonge, the Netherlands, respectively;
- 75% of Ellomay Pumped Storage (2014) Ltd. (including 6.67% that
are held by a trustee in trust for us and other parties), which is
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. Such forward looking statements include
projected financial information. Such forward looking statements
with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of the Company are
based on current expectations that are subject to risks and
uncertainties. The projections included in the presentation are
based on the current government tariff and/or commercial agreements
relating to each project and on the current licenses and permits of
each project. 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 impact of the
Covid-19 pandemic on the Company's operations and projects,
including in connection with steps taken by authorities in
countries in which the Company operates, changes in the market
price of electricity and in demand, regulatory changes, changes in
the supply and prices of resources required for the operation of
the Company's facilities (such as waste and natural gas) and in the
price of oil, delays in implementation of the recovery plan of the
project, including the increase in senior leverage, and
additional unexpected costs, and technical and other disruptions in
the operations or construction of the power plants owned by the
Company. 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.
Reconciliation of
Profit (Loss) to EBITDA
|
|
|
2019
|
Expected 10-Year
Average
|
|
Unaudited; in €
millions
|
Net profit for the
period
|
(1.15)
|
1.2
|
Financing expenses,
net
|
0.7
|
0.3
|
Taxes on
income
|
-
|
0.2
|
Depreciation
|
0.9
|
0.6
|
EBITDA
|
0.45
|
2.3
|
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: kaliaw@ellomay.com
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SOURCE Ellomay Capital Ltd