TEL-AVIV, Israel, Feb. 14, 2021 /PRNewswire/ -- Ellomay
Capital Ltd. (NYSE American; 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 all
conditions precedent were met under the conditional license issued
to the pumped storage hydro project to be constructed in the Manara
Cliff, Israel (the "Manara
Project"). The Company indirectly owns 83.333% of Ellomay
Pumped Storage (2014) Ltd. (the "SPC"), which owns the
Manara Project.
The Manara Project is projected to cost approximately
NIS 1.53 billion (approximately
$472 million). Amongst the conditions
fulfilled is the financial closing of the long-term project finance
facilities for the Manara Project (the "Project Finance"),
the execution of an engineering, procurement and construction
agreement (the "EPC Agreement") and the execution of an
operation and maintenance agreement (the "O&M
Agreement") for the Manara Project.
The Project Finance will be provided by a consortium of Israeli
banks and institutional investors, arranged and led by
Mizrahi-Tefahot Bank Ltd. The Project Finance is in the aggregate
amount of NIS 1.18 billion
(approximately $364 million), and
includes: (i) a senior secured tranche at a fixed rate of interest
(with base interest rate equal to the yield to maturity of Israeli
treasury bonds with like duration of the loan), linked to the
Israeli Consumer Price Index and to be repaid over a period of 19.5
years from the commercial operation date; and (ii) a subordinated
secured tranche at a floating rate of interest (Bank of
Israel rate plus spread)
with a slightly shorter maturity. The weighted average annual
interest rate spread of the Project Finance is approximately 3.3%
during the construction phase and approximately 2.5% during the
commercial operation phase. The Project Finance includes customary
terms in connection with early prepayment, acceleration of payments
upon certain breaches and limitations on distributions. The Project
Finance also includes ancillary facilities such as Standby, VAT,
Guarantees and Debt Service Reserve facilities in an aggregate
amount of approximately NIS 146
million (approximately $45
million). The ADSCR for default is 1.05:1.00.
75% of the SPC is owned by Ellomay Water Plants Holdings (2014)
Ltd. ("Ellomay Water") and the remaining 25% are owned by
Sheva Mizrakot Ltd. ("Sheva"). 66.667% of Sheva is owned by
Ampa Investments Ltd. ("Ampa") and the remaining 33.333% are
owned by Ellomay Water. Accordingly, the Company holds (through its
direct holdings in the SPC and through its holdings in Sheva)
83.333% of the Manara Project, and the remaining 16.667% of the
Manara Project are held by Ampa through its holdings in Sheva.
Sheva and Ellomay Water undertook to provide aggregate financing of
approximately NIS 353 million
(approximately $ 108.7 million), pro
rata to their holdings in the Manara Project.
The Project Finance includes mandatory cash sweeps upon certain
cover ratio and other events, cash sweep payments in connection
with the subordinated loans and other lender protection mechanisms.
In addition, the Project Finance agreement permits the shareholders
of the Manara Project to withdraw a developers' fee at the Actual
Completion Date (as such term is defined in the Project Finance
agreement) of the Manara Project, subject to availability of
funding, provided certain cover ratios are met.
The Company and Ampa provided certain sponsor support
undertakings towards the lenders commensurate with the size and
complexity of the project and the length of the construction
period.
In addition, the Company undertook in connection with the
Project Finance to maintain control over the Manara Project and to
provide customary pledges on the assets of and rights in the
project. The shareholders of the SPC provided pledges over their
shares, the shareholders' loans and the shareholders' Mezzanine
loan.
The EPC Agreement was executed under a "turnkey" contract with
Electra Infrastructure Ltd. ("Electra Infrastructure"), one
of Israel's largest construction
companies. The aggregate consideration payable to Electra
Infrastructure under the EPC Agreement is expected to be
approximately NIS 1.1 billion
(approximately $338 million). In
accordance with the EPC Agreement Voith Hydro, the world's leading
manufacturer of hydroelectric turbines ("Voith Hydro") was
nominated as the subcontractor that will be providing the
electro-mechanical equipment to the Manara Project.
The O&M Agreement was executed with Mekorot Israel National
Water Co., the Israeli national water company ("Mekorot"),
fully owned by the Israeli Government, Voith Hydro and Verbund
Hydro, one of the largest hydroelectric companies in Europe with extensive expertise in the
operation of hydroelectric power plants. The O&M Agreement
provides that the O&M contractors will be involved in the
construction process through a mobilization period and that O&M
services will be provided for a twenty year period, during which
Mekorot, Voith Hydro and Verbund will provide O&M services for
the initial three years, with Mekorot providing O&M services
exclusively for the remaining 17 years.
The Manara Project also received the tariff approval from the
Israeli Electricity Authority as well as a building permit. The
construction period of the Manara Project is expected to be 62.5
months. The construction is expected to commence following receipt
of the Israeli Electricity Authority's approval that the conditions
precedent were met, which is expected to be obtained in the coming
weeks.
Ran Fridrich, CEO and a board member of Ellomay
commented: "Ellomay Capital is pleased to report the financial
closing of the Manara Project. After a long and complicated period,
and under very challenging timeframes, the financing, EPC and
O&M agreements were executed. The Company views this project as
a substantial component of the energy storage portion of its
portfolio of assets and estimates that the demand for energy
storage will increase. Pumped storage is the most proven, efficient
and green storage technology in existence. In addition, pumped
storage represents the lowest land footprint compared to its
storage abilities. The project is expected to have a long operating
period with low operating costs. The Company would like to thank
all of the individuals involved with the project, mostly the
Company's employees and advisors who have worked tirelessly in a
very challenging period and assisted the Company in reaching this
achievement."
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;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands, with a
green gas production capacity of approximately 3 million, 3.8
million and 9.5 million (with a license to produce 7.5 million) Nm3
per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel.
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 all of the
risks relating to projects under development and 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, 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.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
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SOURCE Ellomay Capital Ltd.