TEL-AVIV, Israel, June 29, 2023 /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, Israel and the US, today reported its
unaudited financial results for the three month period ended
March 31, 2023.
Financial Highlights for the Three Months Ended March 31, 2023
- Revenues were approximately €12 million[1] for the three months
ended March 31, 2023, compared to
approximately €11.8 million for the three months ended March 31, 2022.The change in revenues is mainly
due to: (i) an increase of approximately €1.4 million in revenues
from the Company's biogas plants in the
Netherlands, resulting mainly from increased production and
an increase in the 2023 gas price, (ii) revenues of approximately
€0.9 million from Ellomay Solar, a 28 MW photovoltaic facility in
Spain ("Ellomay Solar"),
which was not operational during the first quarter of 2022 and
(iii) a decrease of approximately €1.9 million in the revenues of
the Talasol PV Plant, a 300 MW facility in Spain (the "Talasol PV Plant"),
resulting from a decrease in electricity prices in Spain. .
- Operating expenses were approximately €6.5 million for the
three months ended March 31, 2023,
compared to approximately €6 million for the three months ended
March 31, 2022. The increase in
operating expenses mainly resulted from higher production in the
Company's biogas facilities in the
Netherlands and higher raw material prices caused by the
military conflict between Russia
and Ukraine, and from the
connection to the grid of Ellomay Solar during June 2022, upon which the Company commenced
recognition of expenses. The increase in operating expenses was
partially offset by reduced payments under the Spanish RDL 17/2022,
caused by a reduction in the electricity market price. RDL 17/2022
established the reduction of returns on the electricity generating
activity of Spanish production facilities that do not emit
greenhouse gases accomplished through payments of a portion of the
revenues by the production facilities to the Spanish government.
Depreciation expenses were approximately €4.1 million for the three
months ended March 31, 2023, compared
to approximately €4 million for the three months ended March 31, 2022.
- Project development costs were approximately €1.6 million for
the three months ended March 31,
2023, compared to approximately €0.7 million for the three
months ended March 31, 2022. The
increase in project development costs is mainly due to development
expenses in connection with photovoltaic projects in the US.
- General and administrative expenses were approximately €1.5
million for each of the three months ended March 31, 2023 and March
31, 2022.
- The Company's share of profits of equity accounted investee,
after elimination of intercompany transactions, was approximately
€1.2 million for the three months ended March 31, 2023, compared to approximately €0.2
million for the three months ended March 31,
2022. The increase in share of profits of equity accounted
investee was mainly due to the increase in revenues of Dorad Energy
Ltd. ("Dorad") due to higher quantities produced and a
higher electricity tariff in Israel, partially offset by an increase in
operating expenses in connection with the increased production and
higher tariff.
- Financing Income, net was approximately €2 million for the
three months ended March 31, 2023,
compared to financing expenses, net of approximately €2.9 million
for the three months ended March 31,
2022. This change was mainly attributable to income
resulting from exchange rate differences amounting to approximately
€4.4 million in the period ended March 31,
2023 in connection with the Company's NIS denominated
debentures (after deduction of NIS cash and cash equivalents),
caused by the 4.8% devaluation of the New Israeli Shekel ("NIS")
against the euro during the three months ended March 31, 2023, while the 0.1% revaluation of the
NIS against the euro during the three months ended March 31, 2022 had a non-material impact on the
euro value of our NIS denominated debentures and cash and cash
equivalents.
- Tax benefit was approximately €1.1 million for the three months
ended March 31, 2023, compared to
taxes on income of approximately €0.3 million for the three months
ended March 31, 2022. This change was
mainly due to the recognition of deferred taxes due to carried
forward losses in the Company's Italian subsidiaries.
- Net profit was approximately €2.8 million for the three months
ended March 31, 2023, compared to net
loss of approximately €3.4 million for the three months ended
March 31, 2022.
- Total other comprehensive profit was approximately €26.6
million for the three months ended March 31,
2023, compared to total other comprehensive loss of
approximately €40.9 for the three months ended March 31, 2022. The increase in total other
comprehensive profit mainly resulted from changes in fair value of
cash flow hedges, including a material decrease in the fair value
of the liability resulting from the financial power swap that
covers approximately 80% of the output of the Talasol PV Plant,
caused by the substantial reduction in the electricity prices in
Spain.
- Total comprehensive profit was approximately €29.3 million for
the three months ended March 31,
2023, compared to total comprehensive loss of approximately
€44.2 million for the three months ended March 31, 2022.
- EBITDA was approximately €3.6 million for the three months
ended March 31, 2023, compared to
approximately €3.8 million for the three months ended March 31, 2022.
- Net cash from operating activities was approximately €1.4
million for the three months ended March 31,
2023, compared to approximately €8.1 million for the three
months ended March 31, 2022.
CEO Review for Q1 2023
The Company's operations concentrate on three two main
fields:
- Construction of New Projects: PV projects in Italy and a pumped hydro storage project in
the Manara Cliff in Israel.
- Initiating and Developing of New Projects: PV projects in
Italy, Spain, USA
and Israel.
- Management, Operation and Improvement of Generating Projects:
PV projects in Israel and
Spain and bio-gas projects in
the Netherlands (bio-gas).
The Company's revenues for the quarter were approximately €12
million, an increase of approximately €0.3 million compared to the
same period last year. These revenues are slightly higher than the
revenues for the same period last year, despite a decrease in
electricity prices in Spain. The
increase in revenues is due to an increase in revenues of the
bio-gas operations in the
Netherlands and the addition of revenues from Ellomay Solar
that was connected to the electricity grid in June 2022.
The cash flow from operations for the quarter was approximately
€1.4 million.
The increase in project development costs was mainly due to the
large advancement in the development of the photovoltaic portfolio
in Italy, Israel and the US.
The net profit for the quarter was approximately €2.8
million.
Activity in Spain:
The electricity prices in Spain
decreased during the first quarter to an average price of €91 per
MWh compared to an average price of €199 per MWh for the same
quarter last year.
The Talasol PV project (300 MW PV) (Company's share is 51%)
produced during the first quarter revenues from the sale of
electricity and green certificates of approximately €5.6 million.
Talasol is a party to a financial hedge of its electricity capture
price (PPA). Approximately 80% of its production (75% based on
P-50) are sold under this agreement for a fixed price. The
remaining electricity produced by Talasol is sold directly to the
grid, at spot prices.
The Ellomay Solar project (28 MW PV) produced during the first
quarter revenues from the sale of electricity and green
certificates of approximately €0.9 million.
Activity in Italy:
The Company has approximately 505 MW PV projects under advanced
development stages, of which licenses have been obtained for
approximately 203 MW. The Company is in advanced construction of
projects with an aggregate capacity of 20 MW that are expected to
be connected to the grid and finish testing by the end of
August 2023. The remainder of the
licenses (approximately 183 MW) are expected to commence
construction during 2023.
The Company has additional projects in early development stages
(in addition to the 505 MW in advanced development stages), the
intention is to reach a portfolio of approximately 1,000 MW PV by
the end of 2027. The Company is negotiating a financing agreement
with a leading European bank in the field.
Activity in Israel:
The Manara Pumped Storage Project (Company's share is
83.34%): The Manara Cliff pumped storage project, with a
capacity of 156 MW, is in advanced construction stages and expected
to reach commercial operation during the second half of 2026, and
to produce average annual revenues of approximately €74 million and
EBITDA of approximately €33 million. The Company and its partner
in the project, Ampa, invested all of the equity required for the
project (other than linkage differences), and the remainder of
the funding is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately
NIS 1.18 billion.
Development of PV licenses combined with storage:
1. The Komemiyut Project: intended for 21 MW PV and
47 MW / hour batteries. The project has an approval for connection
to the grid and is in the process of receiving a building permit.
Commencement of construction is planned for the third quarter of
2023.
2. The Qelahim Project: intended for 15 MW PV and
33 MW / hour batteries. The project has an approval for connection
to the grid, and is in the final stages of the zoning approval.
The Komemiyut and Qelahim projects are based on tender No. 1
that the Company won and there is an option of transition to
regulation that enables a direct sale to end customers.
3. The Talmei Yosef Project: an expansion of the
existing project to 104 dunams, intended for 10 MW PV and 22 MW /
hour batteries. The request for zoning approval has been filed and
approval is expected to be received in the third quarter of
2023.
4. The Talmei Yosef Storage Project in Batteries:
there is a zoning approval for 30 dunam, intended for approximately
400 MW / hour. The project is designed for the regulation of the
high voltage storage.
5. The Sharsheret Project: intended for 20 MW PV
and 44 MW / hour batteries. The zoning request was submitted.
6. In addition, the Company has approximately 250 dunams
under advanced planning stages.
Dorad Power Station (Company's share is approximately
9.4%): the gas flow from the Karish reservoir that began during
November 2023 reduced the gas costs
of Dorad. In addition, the change in the electricity tariff, which
entered into force in January 2023,
means an increase in the "PISGA"/ peak (high consumption) hours.
The elimination of the "GEVA" (average consumption) hours, is
expected to reduce the operating expenses of the power station
without decreasing the revenues, or alternatively to increase the
operating hours, which will increase revenues and profits.
Moreover, the Israeli government decided to increase the power
station by an additional 650 MW and the approval of the National
Infrastructure Committee to the TTL/11/B plan – expansion of the
Dorad power station.
Activity in the
Netherlands:
In connection with the military conflict in Ukraine and the stoppage of Russian gas supply
to Europe, there are substantial
changes in the field of biogas in the
Netherlands and Europe.
Europe in general and the Netherlands specifically have set
ambitious goals for increasing gas production from waste. Various
incentives are being considered, the main one is increasing the
price of the green certificates. The price of these certificates
has increased from an average of 13–15 euro cents per cubic meter
to around 30-45 euro cents per cubic
meter and future increases are currently projected. Commencing
May 2023 a generator of 1 MWh
operating based on self-produced gas started to operate in the GGB
facility (the only facility that did not self-generate electricity
and heat), which provides the electricity and heating needs of the
facility. The expected reduction in expenses is over €1 million per
year.
The Company estimates that with the increasing importance of the
biogas field, this field entered into a new era. In the Netherlands, new legislation was adopted
that obliges the gas suppliers to incorporate green gas in a scope
of up to 20% of the amount supplied by them, valid commencing
January 1, 2024. This legislation,
and the growing demand for green certificates derived from the
biogas industry, is expected to add and improve the expected
results of the biogas segment of the Company.
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 operating 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 measure presented by other
companies. The Company's EBITDA may not be indicative of the
Company's historic operating results; nor is it meant to be
predictive of potential future results. The Company uses this
measure internally as performance measure and believes that when
this measure is combined with IFRS measure it add useful
information concerning the Company's operating performance. A
reconciliation between results on an IFRS and non-IFRS basis is
provided on page 16 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, Israel and the US.
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 35.9 MW 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 owns 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 (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;
- Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL
that are constructing photovoltaic plants with installed capacity
of 14.8 MW and 4.95 MW, respectively, in the Lazio Region,
Italy; and
- Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL,
Ellomay Solar Italy Seven SRL and Ellomay Solar Italy Ten SRL that
are developing photovoltaic projects with installed capacity of
15.06 MW, 87.2 MW, 54.77 MW and 18 MW, respectively, in the Lazio
Region, Italy that have reached
"ready to build" status.
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 changes in
electricity prices and demand, extension of current or approval of
new rules and regulations increasing the operating expenses of
manufacturers of renewable energy in Spain, increases in interest rates and
inflation, 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, the impact of continued
military conflict between Russia
and Ukraine, technical and other
disruptions in the operations or construction of the power plants
owned by the Company and general market, political and economic
conditions in the countries in which the Company operates,
including Israel, Spain, Italy
and the United States. 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 the 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 Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
March
31,
|
December
31,
|
March
31,
|
2023
|
2022
|
2023
|
Unaudited
|
Audited
|
Unaudited
|
€ in
thousands
|
Convenience
Translation into
US$ in thousands*
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
69,737
|
46,458
|
75,852
|
Marketable
securities
|
-
|
2,836
|
-
|
Short term
deposits
|
21,374
|
-
|
23,248
|
Restricted
cash
|
810
|
900
|
881
|
Receivable from
concession project
|
1,581
|
1,799
|
1,720
|
Trade and other
receivables
|
15,757
|
12,682
|
17,139
|
|
109,259
|
64,675
|
118,840
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
29,701
|
30,029
|
32,305
|
Advances on account of
investments
|
2,710
|
2,328
|
2,948
|
Receivable from
concession project
|
23,843
|
24,795
|
25,934
|
Fixed assets
|
372,743
|
365,756
|
405,429
|
Right-of-use
asset
|
32,106
|
30,020
|
34,921
|
Intangible
asset
|
3,819
|
4,094
|
4,154
|
Restricted cash and
deposits
|
19,132
|
20,192
|
20,810
|
Deferred tax
|
13,722
|
23,510
|
14,925
|
Long term
receivables
|
9,559
|
9,270
|
10,397
|
Derivatives
|
1,331
|
1,488
|
1,448
|
|
508,666
|
511,482
|
553,271
|
Total
assets
|
617,925
|
576,157
|
672,111
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long-term bank loans
|
12,524
|
12,815
|
13,622
|
Current maturities of
long-term loans
|
10,000
|
10,000
|
10,877
|
Current maturities of
debentures
|
18,209
|
18,714
|
19,806
|
Trade
payables
|
3,790
|
4,504
|
4,123
|
Other
payables
|
17,222
|
11,207
|
18,732
|
Current maturities of
derivatives
|
14,479
|
33,183
|
15,749
|
Current maturities of
lease liabilities
|
810
|
745
|
881
|
|
77,034
|
91,168
|
83,790
|
Non-current
liabilities
|
|
|
|
Long-term lease
liabilities
|
24,497
|
22,005
|
26,645
|
Long-term
loans
|
227,565
|
229,466
|
247,520
|
Other long-term bank
loans
|
22,623
|
21,582
|
24,607
|
Debentures
|
142,528
|
91,714
|
155,026
|
Deferred tax
|
6,170
|
6,770
|
6,711
|
Other long-term
liabilities
|
1,000
|
2,021
|
1,088
|
Derivatives
|
3,972
|
28,354
|
4,320
|
|
428,355
|
401,912
|
465,917
|
Total
liabilities
|
505,389
|
493,080
|
549,707
|
Equity
|
|
|
|
Share
capital
|
25,613
|
25,613
|
27,859
|
Share
premium
|
86,069
|
86,038
|
93,616
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,888)
|
Transaction reserve
with non-controlling Interests
|
5,697
|
5,697
|
6,197
|
Reserves
|
(1,617)
|
(12,632)
|
(1,759)
|
Accumulated
deficit
|
(3,645)
|
(7,256)
|
(3,965)
|
Total equity attributed
to shareholders of the
Company
|
110,381
|
95,724
|
120,060
|
Non-controlling
interest
|
2,155
|
(12,647)
|
2,344
|
Total
equity
|
112,536
|
83,077
|
122,404
|
Total liabilities
and equity
|
617,925
|
576,157
|
672,111
|
* Convenience translation into US$ (exchange rate as at
March 31, 2023: euro 1 = US$
1.088)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Profit or Loss and Other
Comprehensive Income (Loss)
|
|
For the three
months
ended March 31,
|
For the year
ended
December 31,
|
For the three
months
ended March 31,
|
2023
|
2022
|
2022
|
2023
|
Unaudited
|
Audited
|
Unaudited
|
€ in
thousands (except per share data)
|
Convenience
Translation
into US$ in thousands*
|
Revenues
|
12,028
|
11,761
|
53,360
|
13,083
|
Operating
expenses
|
(6,452)
|
(5,971)
|
(24,089)
|
(7,018)
|
Depreciation and
amortization expenses
|
(4,115)
|
(4,014)
|
(16,092)
|
(4,476)
|
Gross
profit
|
1,461
|
1,776
|
13,179
|
1,589
|
|
|
|
|
|
Project development
costs
|
(1,634)
|
(711)
|
(3,784)
|
(1,777)
|
General and
administrative expenses
|
(1,480)
|
(1,477)
|
(5,892)
|
(1,610)
|
Share of profits of
equity accounted investee
|
1,178
|
231
|
1,206
|
1,281
|
Operating profit
(loss)
|
(475)
|
(181)
|
4,709
|
(517)
|
|
|
|
|
|
Financing
income
|
5,403
|
809
|
9,565
|
5,877
|
Financing income
(expenses) in connection with
derivatives and warrants, net
|
86
|
(34)
|
605
|
94
|
Financing expenses in
connection with projects finance
|
(1,885)
|
(1,365)
|
(7,765)
|
(2,050)
|
Financing expenses in
connection with debentures
|
(828)
|
(1,029)
|
(2,130)
|
(901)
|
Interest expenses on
minority shareholder loan
|
(465)
|
(543)
|
(1,529)
|
(506)
|
Other financing
expenses
|
(288)
|
(784)
|
(1,212)
|
(313)
|
Financing income
(expenses), net
|
2,023
|
(2,946)
|
(2,466)
|
2,201
|
Profit (loss) before
taxes on income
|
1,548
|
(3,127)
|
2,243
|
1,684
|
Tax benefit (taxes on
income)
|
1,256
|
(279)
|
(2,103)
|
1,366
|
Profit (loss) for
the period
|
2,804
|
(3,406)
|
140
|
3,050
|
Profit (loss)
attributable to:
|
|
|
|
|
Owners of the
Company
|
3,611
|
(2,934)
|
(357)
|
3,928
|
Non-controlling
interests
|
(807)
|
(472)
|
497
|
(878)
|
Profit (loss) for
the period
|
2,804
|
(3,406)
|
140
|
3,050
|
Other comprehensive
income (loss) items
|
|
|
|
|
That after initial
recognition in comprehensive income
(loss) were or will be transferred to profit or
loss:
|
|
|
|
|
Foreign currency
translation differences for foreign
operations
|
(5,550)
|
(98)
|
(7,829)
|
(6,037)
|
Effective portion of
change in fair value of cash flow
hedges
|
32,174
|
(40,786)
|
(28,283)
|
34,995
|
Net change in fair
value of cash flow hedges
transferred to profit
or loss
|
-
|
27
|
821
|
-
|
Total other
comprehensive income (loss)
|
26,624
|
(40,857)
|
(35,291)
|
28,958
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
Owners of the
Company
|
11,015
|
(20,669)
|
(19,920)
|
11,981
|
Non-controlling
interests
|
15,609
|
(20,188)
|
(15,371)
|
16,977
|
Total other
comprehensive income (loss)
|
26,624
|
(40,857)
|
(35,291)
|
28,958
|
Total
comprehensive income (loss) for the
period
|
29,428
|
(44,263)
|
(35,151)
|
32,008
|
|
|
|
|
|
Total
comprehensive income (loss) for the
period
attributable to:
|
|
|
|
|
Owners of the
Company
|
14,626
|
(23,603)
|
(20,277)
|
15,909
|
Non-controlling
interests
|
14,802
|
(20,660)
|
(14,874)
|
16,099
|
Total comprehensive
income (loss) for the period
|
29,428
|
(44,263)
|
(35,151)
|
32,008
|
|
|
|
|
|
Basic profit (loss)
per share
|
0.27
|
(0.23)
|
(0.03)
|
0.29
|
Diluted profit
(loss) per share
|
0.27
|
(0.23)
|
(0.03)
|
0.29
|
*Convenience translation into US$ (exchange rate as at
March 31, 2023: euro 1 = US$
1.088)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
|
|
Share
capital
|
Share
premium
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
Interests
|
Equity
|
Accumulated
Deficit
|
Treasury
shares
|
Translation reserve
from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
€ in
thousands
|
For the three months
ended
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023
(Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2023
|
25,613
|
86,038
|
(7,256)
|
(1,736)
|
7,970
|
(20,602)
|
5,697
|
95,724
|
(12,647)
|
83,077
|
Profit (loss) for
the period
|
-
|
-
|
3,611
|
-
|
-
|
-
|
-
|
3,611
|
(807)
|
2,804
|
Other comprehensive
income (loss) for the period
|
-
|
-
|
-
|
-
|
(5,292)
|
16,307
|
-
|
11,015
|
15,609
|
26,624
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
3,611
|
-
|
(5,292)
|
16,307
|
-
|
14,626
|
14,802
|
29,428
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
31
|
-
|
-
|
-
|
-
|
-
|
31
|
-
|
31
|
Balance as at March
31, 2023
|
25,613
|
86,069
|
(3,645)
|
(1,736)
|
2,678
|
(4,295)
|
5,697
|
110,381
|
2,155
|
112,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months
ended
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022
(Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2022
|
25,605
|
85,883
|
(7,217)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,520
|
(2,037)
|
113,483
|
Loss for the
period
|
-
|
-
|
(2,934)
|
-
|
-
|
-
|
-
|
(2,934)
|
(472)
|
(3,406)
|
Other comprehensive
loss for the period
|
-
|
-
|
-
|
-
|
(90)
|
(20,579)
|
-
|
(20,669)
|
(20,188)
|
(40,857)
|
Total comprehensive
loss for the period
|
-
|
-
|
(2,934)
|
-
|
(90)
|
(20,579)
|
-
|
(23,603)
|
(20,660)
|
(44,263)
|
Balance as at March
31, 2022
|
25,605
|
85,883
|
(10,151)
|
(1,736)
|
15,275
|
(28,656)
|
5,697
|
91,917
|
(22,697)
|
69,220
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
Share
capital
|
Share
premium
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
Interests
|
Equity
|
Accumulated
deficit
|
Treasury
shares
|
Translation reserve
from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022
(Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
January 1,
2022
|
25,605
|
85,883
|
(6,899)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,838
|
(1,731)
|
114,107
|
Profit (loss) for
the year
|
-
|
-
|
(357)
|
-
|
-
|
-
|
-
|
(357)
|
497
|
140
|
Other comprehensive
loss for the year
|
-
|
-
|
-
|
-
|
(7,395)
|
(12,525)
|
-
|
(19,920)
|
(15,371)
|
(35,291)
|
Total comprehensive
loss for the year
|
-
|
-
|
(357)
|
-
|
(7,395)
|
(12,525)
|
-
|
(20,277)
|
(14,874)
|
(35,151)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,958
|
3,958
|
Options
exercise
|
8
|
28
|
-
|
-
|
-
|
-
|
-
|
36
|
-
|
36
|
Share-based
payments
|
-
|
127
|
-
|
-
|
-
|
-
|
-
|
127
|
-
|
127
|
Balance as at
December 31, 2022
|
25,613
|
86,038
|
(7,256)
|
(1,736)
|
7,970
|
(20,602)
|
5,697
|
95,724
|
(12,647)
|
83,077
|
|
|
|
|
|
|
|
|
|
|
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
Share
capital
|
Share
premium
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
Interests
|
Equity
|
Accumulated
deficit
|
Treasury
shares
|
Translation reserve
from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
Convenience
translation into US$ (exchange rate as at March 31,
2023: euro 1 = US$ 1.088)
|
For the three months
ended
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023
(Unaudited):
|
27,859
|
93,582
|
(7,893)
|
(1,888)
|
8,669
|
(22,409)
|
6,197
|
104,117
|
(13,755)
|
90,362
|
Balance as at
January 1, 2023
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for
the period
|
-
|
-
|
3,928
|
-
|
-
|
-
|
-
|
3,928
|
(878)
|
3,050
|
Other comprehensive
income (loss) for the period
|
-
|
-
|
-
|
-
|
(5,756)
|
17,737
|
-
|
11,981
|
16,977
|
28,958
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
3,928
|
-
|
(5,756)
|
17,737
|
-
|
15,909
|
16,099
|
32,008
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
34
|
-
|
-
|
-
|
-
|
-
|
34
|
-
|
34
|
Balance as at March
31, 2023
|
27,859
|
93,616
|
(3,965)
|
(1,888)
|
2,913
|
(4,672)
|
6,197
|
120,060
|
2,344
|
122,404
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Cash Flow
|
|
For the three
months
ended March 31,
|
For the year
ended
December 31,
|
For the three
months
ended March 31,
|
2023
|
2022
|
2022
|
2023
|
Unaudited
|
Audited
|
Unaudited
|
€ in
thousands
|
Convenience
Translation into US$*
|
Cash flows from
operating activities
|
|
|
|
|
Profit (loss) for the
period
|
2,804
|
(3,406)
|
140
|
3,050
|
Adjustments
for:
|
|
|
|
|
Financing expenses
(income), net
|
(2,023)
|
2,946
|
2,466
|
(2,201)
|
Depreciation and
amortization
|
4,115
|
4,014
|
16,092
|
4,476
|
Share-based payment
transactions
|
31
|
-
|
127
|
34
|
Share of profits of
equity accounted investees
|
(1,178)
|
(231)
|
(1,206)
|
(1,281)
|
Change in trade
receivables and other receivables
|
(1,759)
|
(2,814)
|
724
|
(1,913)
|
Change in other
assets
|
(120)
|
1,841
|
(209)
|
(131)
|
Change in receivables
from concessions project
|
257
|
252
|
(521)
|
280
|
Change
in trade payables
|
(876)
|
(75)
|
1,697
|
(953)
|
Change in other
payables
|
1,803
|
5,274
|
3,807
|
1,961
|
Taxes on income (Tax
benefit)
|
(1,256)
|
279
|
2,103
|
(1,366)
|
Income taxes
paid
|
-
|
-
|
(6,337)
|
-
|
Interest
received
|
493
|
471
|
1,896
|
536
|
Interest
paid
|
(923)
|
(404)
|
(9,459)
|
(1,004)
|
|
(1,436)
|
11,553
|
11,180
|
(1,562)
|
Net cash from operating
activities
|
1,368
|
8,147
|
11,320
|
1,488
|
Cash flows from
investing activities
|
|
|
|
|
Acquisition of fixed
assets
|
(12,861)
|
(15,527)
|
(48,610)
|
(13,989)
|
VAT associated with the
acquisition of fixed assets
|
-
|
(2,225)
|
-
|
-
|
Repayment of loan from
an equity accounted investee
|
-
|
-
|
149
|
-
|
Loan to an equity
accounted investee
|
(60)
|
-
|
(128)
|
(65)
|
Advances on account of
investments
|
(382)
|
-
|
(774)
|
(415)
|
Proceeds from
marketable securities
|
2,837
|
-
|
(1,062)
|
3,086
|
Proceeds from
settlement of derivatives, net
|
-
|
(528)
|
(528)
|
-
|
Proceed (investment) in
restricted cash, net
|
893
|
1,103
|
(4,873)
|
971
|
Investment in short
term deposit
|
(21,945)
|
-
|
27,645
|
(23,869)
|
Net cash used in
investing activities
|
(31,518)
|
(17,177)
|
(28,181)
|
(34,281)
|
Cash flows from
financing activities
|
|
|
|
|
Proceeds from
options
|
-
|
-
|
36
|
-
|
Cost associated with
long term loans
|
(315)
|
(8,460)
|
(9,988)
|
(343)
|
Payment of principal of
lease liabilities
|
(200)
|
(3,795)
|
(5,703)
|
(218)
|
Proceeds from long-term
loans
|
764
|
196,520
|
215,170
|
831
|
Repayment of long-term
loans
|
(686)
|
(121,372)
|
(153,751)
|
(746)
|
Repayment of
Debentures
|
-
|
-
|
(19,764)
|
-
|
Repayment of SWAP
instrument associated with long term loans
|
-
|
(3,290)
|
(3,290)
|
-
|
Proceed from settlement
of derivatives, net
|
-
|
-
|
3,800
|
-
|
Proceeds from issue of
debentures
|
55,808
|
-
|
-
|
60,702
|
Net cash from
financing activities
|
55,371
|
59,603
|
26,510
|
60,226
|
Effect of exchange rate
fluctuations on cash and cash equivalents
|
(1,942)
|
(821)
|
(4,420)
|
(2,113)
|
Increase in cash and
cash equivalents
|
23,279
|
49,752
|
5,229
|
25,320
|
Cash and cash
equivalents at the beginning of the period
|
46,458
|
41,229
|
41,229
|
50,532
|
Cash and cash
equivalents at the end of the period
|
69,737
|
90,981
|
46,458
|
75,852
|
* Convenience translation into US$ (exchange rate as at
March 31, 2023: euro 1 = US$
1.088)
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
PV
|
|
|
|
Total
|
|
|
|
|
Ellomay
|
|
|
Bio
|
|
|
reportable
|
|
Total
|
Italy
|
Spain
|
Solar
|
Talasol
|
Israel
|
Gas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
For the three months
ended March 31, 2023
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
732
|
889
|
5,581
|
295
|
4,531
|
16,011
|
-
|
28,039
|
(16,011)
|
12,028
|
Operating
expenses
|
-
|
(173)
|
(532)
|
(1,820)
|
(84)
|
(3,843)
|
(11,741)
|
-
|
(18,193)
|
11,741
|
(6,452)
|
Depreciation
expenses
|
-
|
(229)
|
(233)
|
(2,828)
|
(120)
|
(700)
|
(1,392)
|
-
|
(5,502)
|
1,387
|
(4,115)
|
Gross profit
(loss)
|
-
|
330
|
124
|
933
|
91
|
(12)
|
2,878
|
-
|
4,344
|
(2,883)
|
1,461
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Gross
profit (loss)
|
-
|
330
|
124
|
933
|
242[2]
|
(12)
|
2,878
|
-
|
4,495
|
(3,034)
|
1,461
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
|
(1,634)
|
General and
administrative expenses
|
|
|
|
|
|
|
|
|
|
|
(1,480)
|
Share of loss of equity
accounted investee
|
|
|
|
|
|
|
|
|
|
|
1,178
|
Operating
profit
|
|
|
|
|
|
|
|
|
|
|
(475)
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
5,403
|
Financing expenses in
connection
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants,
net
|
|
|
|
|
|
|
|
|
|
|
86
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
(3,466)
|
Profit before taxes
on Income
|
|
|
|
|
|
|
|
|
|
|
1,548
|
Segment assets as
at
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2023
|
32,294
|
14,137
|
19,490
|
236,859
|
33,496
|
32,416
|
104,097
|
137,410
|
610,199
|
7,726
|
617,925
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Profit (Loss) to EBITDA (unaudited)
|
|
For the three months
ended
March
31,
|
For the year
ended
December
31,
|
For the three months
ended
March
31,
|
2023
|
2022
|
2022
|
2023
|
€ in
thousands
|
Convenience
Translation into US$*
|
Net profit (loss)
for the period
|
2,804
|
(3,406)
|
140
|
3,050
|
Financing expenses
(income), net
|
(2,023)
|
2,946
|
2,466
|
(2,201)
|
Taxes on income (tax
benefit)
|
(1,256)
|
279
|
2,103
|
(1,366)
|
Depreciation and
amortization
|
4,115
|
4,014
|
16,092
|
4,476
|
EBITDA
|
3,640
|
3,833
|
20,801
|
3,959
|
* Convenience translation into US$ (exchange rate as at
March 31, 2023: euro 1 = US$
1.088)
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders
Financial Covenants
Pursuant to the Deeds of Trust governing the Company's Series C,
Series D and Series E Debentures (together, the
"Debentures"), the Company is required to maintain certain
financial covenants. For more information, see Item 5.B of the
Company's Annual Report on Form 20-F submitted to the Securities
and Exchange Commission on April 7,
2023, and below.
Net Financial Debt
As of March 31, 2023, the
Company's Net Financial Debt, (as such term is defined in the Deeds
of Trust of the Company's Debentures), was approximately €71.1
million (consisting of approximately €276.8[3] million of
short-term and long-term debt from banks and other interest bearing
financial obligations, approximately €162.8[4] million in
connection with the Series C Debentures issuances (in July 2019, October
2020, February 2022 and
October 2022), the Series D
Convertible Debentures issuance (in February
2022) and the Series E Secured Debentures issuance (in
February 2023), net of approximately
€91.1 million of cash and cash equivalents, short-term deposits and
marketable securities and net of approximately
€276.8[5] million of project finance and related hedging
transactions of the Company's subsidiaries).
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders
Information for the Company's Series C Debenture
Holders.
The Deed of Trust governing the Company's Series C Debentures
(as amended on June 6, 2022, the
"Series C Deed of Trust"), includes an undertaking by the
Company to maintain certain financial covenants, whereby a breach
of such financial covenants for two consecutive quarters is a cause
for immediate repayment. As of March 31, 2023, the Company
was in compliance with the financial covenants set forth in the
Series C Deed of Trust as follows: (i) the Company's Adjusted
Shareholders' Equity (as defined in the Series C Deed of Trust) was
approximately €126.2 million, (ii) the ratio of the Company's Net
Financial Debt (as set forth above) to the Company's CAP, Net
(defined as the Company's Adjusted Shareholders' Equity plus the
Net Financial Debt) was 36.2%, and (iii) the ratio of the Company's
Net Financial Debt to the Company's Adjusted EBITDA[6], was 3.
The following is a reconciliation between the Company's profit
and the Adjusted EBITDA (as defined in the Series C Deed of Trust)
for the four-quarter period ended March 31,
2023:
|
For the four-quarter
period
ended March 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
6,350
|
Financing income,
net
|
(2,503)
|
Taxes on
income
|
568
|
Depreciation
|
16,193
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,400
|
Share-based
payments
|
158
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
24,166
|
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders
Information for the Company's Series D Debenture
Holders
The Deed of Trust governing the Company's Series D Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for the periods set forth in the Series D Deed of Trust is a cause
for immediate repayment. As of March 31,
2023, the Company was in compliance with the financial
covenants set forth in the Series D Deed of Trust as follows: (i)
the Company's Adjusted Shareholders' Equity (as defined in the
Series D Deed of Trust) was approximately €126.2 million, (ii) the
ratio of the Company's Net Financial Debt (as set forth above) to
the Company's CAP, Net (defined as the Company's Adjusted
Shareholders' Equity plus the Net Financial Debt) was 36.2%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA[7] was 2.9.
The following is a reconciliation between the Company's profit
and the Adjusted EBITDA (as defined in the Series D Deed of Trust)
for the four-quarter period ended March
31, 2023:
|
For the four quarter
period
ended March 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
6,350
|
Financing income,
net
|
(2,503)
|
Taxes on
income
|
568
|
Depreciation and
amortization expenses
|
16,193
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,400
|
Share-based
payments
|
158
|
Adjustment to data
relating to projects with a Commercial Operation
Date during the four preceding quarters[8]
|
390
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
24,556
|
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders
Information for the Company's Series E Debenture
Holders
The Deed of Trust governing the Company's Series E Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for the periods set forth in the Series E Deed of Trust is a cause
for immediate repayment. As of March 31,
2023, the Company was in compliance with the financial
covenants set forth in the Series E Deed of Trust as follows: (i)
the Company's Adjusted Shareholders' Equity (as defined in the
Series E Deed of Trust) was approximately €126.2 million, (ii) the
ratio of the Company's Net Financial Debt (as set forth above) to
the Company's CAP, Net (defined as the Company's Adjusted
Shareholders' Equity plus the Net Financial Debt) was 36.2%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA[9] was 2.9.
The following is a reconciliation between the Company's profit
and the Adjusted EBITDA (as defined in the Series E Deed of Trust)
for the four-quarter period ended March
31, 2023:
|
For the four-quarter
period
ended March 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
6,350
|
Financing income,
net
|
(2,503)
|
Taxes on
income
|
568
|
Depreciation and
amortization expenses
|
16,193
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,400
|
Share-based
payments
|
158
|
Adjustment to data
relating to projects with a Commercial Operation
Date during the four preceding quarters[10]
|
390
|
Adjusted EBITDA as
defined the Series E Deed of Trust
|
24,556
|
In connection with the undertaking included in Section 3.17.2 of
Annex 6 of the Series E Deed of Trust, no circumstances occurred
during the reporting period under which the rights to loans
provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U.
Dori Energy Infrastructures Ltd. ("Ellomay Luzon Energy")), which
were pledged to the holders of the Company's Series E Debentures,
will become subordinate to the amounts owed by Ellomay Luzon Energy
to Israel Discount Bank Ltd.
As of March 31, 2023, the value of
the assets pledged to the holders of the Series E Debentures in the
Company's books (unaudited) is approximately €32.3 million
(approximately NIS 127.15 million
based on the exchange rate as of such date).
[1] The revenues are based on IFRS and do not take into
account the adjustments included in the Company's investor
presentation.
[2] The gross profit of the Talmei Yosef PV Plant located
in Israel is adjusted to include
income from the sale of electricity (approximately €629 thousands)
and depreciation expenses (approximately €478 thousands) under the
fixed asset model, which were not recognized as revenues and
depreciation expenses, respectively, under the financial asset
model as per IFRIC 12.
[3] The amount of short-term and long-term debt from banks and
other interest-bearing financial obligations provided above
includes an amount of approximately €4.1 million costs associated
with such debt, which was capitalized and therefore offset from the
debt amount that is recorded in the Company's balance
sheet.
[4] The amount of the Debentures provided above includes an
amount of approximately €2 million associated costs, which was
capitalized and therefore offset from the debentures amount that is
recorded in the Company's balance sheet.
[5] The project finance amount deducted from the calculation of
Net Financial Debt includes project finance obtained from various
sources, including financing entities and the minority shareholders
in project companies held by the Company (provided in the form of
shareholders' loans to the project companies).
[6] The term "Adjusted EBITDA" is defined in the Series C Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments.
The Series C Deed of Trust provides that for purposes of the
financial covenant, the Adjusted EBITDA will be calculated based on
the four preceding quarters, in the aggregate. The Adjusted EBITDA
is presented in this press release as part of the Company's
undertakings towards the holders of its Series C Debentures. For a
general discussion of the use of non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under "Use of NON-IFRS Financial
Measures."
[7] The term "Adjusted EBITDA" is defined in the Series D Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series D Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series D
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of NON-IFRS Financial Measures."
[8] The adjustment is based on the results of Ellomay Solar
since June 2022.
[9] The term "Adjusted EBITDA" is defined in the Series E Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series E Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series E Deed of Trust). The Series E Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series E
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of NON-IFRS Financial Measures."
[10] The adjustment is based on the results of Ellomay Solar
since June 2022.
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SOURCE Ellomay Capital Ltd.