Ellomay Capital Ltd 6-K, filed May 31, 2023
Ellomay Capital Ltd. (ELLO)
6-K
2023-05-31
For: 2023-05-31
View Original
Added on
April 08, 2026
About this 6-K
Ellomay Capital Ltd filed this 6-K on May 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s name into English)
18 Rothschild Blvd., Tel Aviv 6688121, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
Explanatory Note
Ellomay Capital Ltd. (the “Company”) hereby announces that on May 31, 2023, it published a press release containing the financial results of Dorad Energy Ltd. (“Dorad”)
as of and for the three months ended March 31, 2023 and additional disclosure relating to Dorad (the “Press Release”).
In addition, based on the undertakings included in the Deet of Trust executed by the Company in connection with its Series E Secured Debentures, the Company published on May 31,
2023, through the filing system of the Israel Securities Authority and the Tel Aviv Stock Exchange, information concerning Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructure Ltd.) (“Ellomay Luzon Energy”) based
on Israeli securities regulation (the “Ellomay Luzon Energy Information”) and financial statements of Ellomay Luzon Energy as of and for the three months ended March 31, 2023 (in Hebrew) that were prepared in accordance with International
Financial Reporting Standards (the “Ellomay Luzon Energy FS”).
The Press Release, the Ellomay Luzon Energy Information and an English summary of the Ellomay Luzon Energy FS are attached hereto as Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3, respectively.
Information Relating to Forward-Looking Statements
This report 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 or Dorad’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s or Dorad’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 or Dorad may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements included in
this report. 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 including regulatory changes, the decisions of the Israeli Electricity
Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price
of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction. These and
other risks and uncertainties associated with the Company’s and Dorad’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.
2
Exhibit Index
This Report on Form 6-K of Ellomay Capital Ltd. includes of the following documents, which are attached hereto and incorporated by reference herein:
3
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| Ellomay Capital Ltd. | |||
|
By:
|
/s/ Ran Fridrich | ||
| Ran Fridrich | |||
| Chief Executive Officer and Director | |||
Dated: May 31, 2023
4
Exhibit 99.1
Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three
Months Ended March 31, 2023
Israeli Government Approves Expansion of the Dorad Power Plant
Tel-Aviv, Israel, May 31, 2023 – 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 reported the publication in Israel of financial statements for the three months ended March 31, 2023 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (“Ellomay Luzon Energy”).
On May 31, 2023, Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), an Israeli public company that currently holds
the remaining 50% of Ellomay Luzon Energy, which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly
report of the Luzon Group includes the financial statements of Dorad for the same period.
The financial statements of Dorad for the quarter ended March 31, 2023 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its
indirect share of these results (through its holdings in Ellomay Luzon Energy) in its financial results for this period. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew),
Ellomay hereby provides a convenience translation of Dorad’s financial results.
Dorad Financial Highlights
| • |
Dorad’s unaudited revenues for the three months ended March 31, 2023 – approximately NIS 648.3 million.
|
| • |
Dorad’s unaudited operating profit for the three months ended March 31, 2023 – approximately NIS 110 million.
|
Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season.
Since January 1, 2023, the months of the year are split into three seasons as follows: the summer season – the months of June, July, August and September; the winter season - the months of December, January and February; and intermediate seasons –
(spring and autumn), the months from March to May and from October to November. There is a higher demand for electricity during the winter and summer seasons, and the average electricity consumption is higher in these seasons than in the
intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across
seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for
the quarter ended March 31, 2023, which include winter months of January and February and the intermediate month of March, are not indicative of full year results. In addition, due to various reasons, including the effects of the increase in the
Israeli CPI, impacting interest payments by Dorad on its credit facility and changes in the season and TAOZ tariff calculations that became effective on January 1, 2023, the results included herein may not be indicative of first quarter results
in the future or comparable to first quarter results in the past.
A translation of the financial results for Dorad as of and for the year ended December 31, 2022 and as of and for each of the three month periods ended March 31, 2023 and
2022 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a press release in the future. Neither Ellomay
nor its independent public accountants have reviewed or consulted with the Luzon Group, Ellomay Luzon Energy or Dorad with respect to the financial results included in this press release.
Expansion of Dorad Power Plant
On May 28, 2023, the Israeli Government approved the national infrastructures plan (TT”L 11/b) which governs, among other issues, the expansion of the power plant owned by
Doard by approximately 650 MW in a combined cycle technology, resulting in aggregate capacity of approximately 1,500 MW. This plan also enables adding batteries with a capacity of approximately 80 MW. The Company expects that the expansion of the
power plant will increase the revenues and income of Dorad. The terms of the approval have not been published yet and the approval may be subject to prerequisites and other conditions. The expansion has not yet
been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity
Authority, regulatory changes and market terms and condition, all of which are not within the control of the Company.
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 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 860MW, 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 and Ellomay Solar Italy Ten SRL that are developing photovoltaic projects with
installed capacity of 15.06 MW, 87.2 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 regulatory
changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the
operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to
projects under development and construction, in addition to other risks and uncertainties associated with the Company’s and Dorad’s business that 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 Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
2
Dorad Energy Ltd.
Statements of Financial Position
|
March 31
|
March 31
|
December 31
|
||||||||||
|
2023
|
2022
|
2022
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
||||||||||
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
|
Current assets
|
||||||||||||
|
Cash and cash equivalents
|
323,883
|
301,969
|
151,481
|
|||||||||
|
Trade receivables and accrued income
|
184,689
|
178,186
|
238,581
|
|||||||||
|
Other receivables
|
19,224
|
28,742
|
32,809
|
|||||||||
|
Financial derivatives
|
3,902
|
4,359
|
-
|
|||||||||
|
Total current assets
|
531,698
|
513,256
|
422,871
|
|||||||||
|
Non-current assets
|
||||||||||||
|
Restricted deposit
|
526,199
|
485,311
|
514,543
|
|||||||||
|
Prepaid expenses
|
31,573
|
32,736
|
32,072
|
|||||||||
|
Fixed assets
|
3,212,580
|
3,338,965
|
3,253,196
|
|||||||||
|
Intangible assets
|
6,722
|
5,937
|
6,404
|
|||||||||
|
Right of use assets
|
57,109
|
58,052
|
57,486
|
|||||||||
|
Total non-current assets
|
3,834,183
|
3,921,001
|
3,863,701
|
|||||||||
|
Total assets
|
4,365,881
|
4,434,257
|
4,286,572
|
|||||||||
|
Current liabilities
|
||||||||||||
|
Current maturities of loans from banks
|
313,996
|
317,388
|
279,506
|
|||||||||
|
Current maturities of lease liabilities
|
4,645
|
4,479
|
4,645
|
|||||||||
|
Trade payables
|
172,081
|
232,173
|
228,468
|
|||||||||
|
Other payables
|
19,214
|
16,997
|
11,439
|
|||||||||
|
Total current liabilities
|
509,936
|
571,037
|
524,058
|
|||||||||
|
Non-current liabilities
|
||||||||||||
|
Loans from banks
|
2,235,981
|
2,384,595
|
2,211,895
|
|||||||||
|
Other long-term liabilities
|
15,926
|
21,238
|
17,529
|
|||||||||
|
Long-term lease liabilities
|
50,130
|
50,659
|
49,292
|
|||||||||
|
Provision for dismantling and restoration
|
50,000
|
50,000
|
50,000
|
|||||||||
|
Deferred tax liabilities
|
231,157
|
197,484
|
215,016
|
|||||||||
|
Liabilities for employee benefits, net
|
160
|
160
|
160
|
|||||||||
|
Total non-current liabilities
|
2,583,354
|
2,704,136
|
2,543,892
|
|||||||||
|
Equity
|
||||||||||||
|
Share capital
|
11
|
11
|
11
|
|||||||||
|
Share premium
|
642,199
|
642,199
|
642,199
|
|||||||||
|
Capital reserve from activities with shareholders
|
3,748
|
3,748
|
3,748
|
|||||||||
|
Retained earnings
|
626,633
|
513,126
|
572,664
|
|||||||||
|
Total equity
|
1,272,591
|
1,159,084
|
1,218,622
|
|||||||||
|
Total liabilities and equity
|
4,365,881
|
4,434,257
|
4,286,572
|
|||||||||
3
Dorad Energy Ltd.
Interim Condensed Statement of Income
|
For the three months ended
|
Year ended
|
|||||||||||
|
March 31
|
December 31
|
|||||||||||
|
2023
|
2022
|
2022
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
||||||||||
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
|
Revenues
|
648,316
|
555,424
|
2,369,220
|
|||||||||
|
Operating costs of the
|
||||||||||||
|
Power Plant
|
||||||||||||
|
Energy costs
|
124,074
|
89,617
|
544,118
|
|||||||||
|
Electricity purchase and infrastructure services
|
317,162
|
280,026
|
1,088,127
|
|||||||||
|
Depreciation and amortization
|
56,345
|
68,123
|
239,115
|
|||||||||
|
Other operating costs
|
34,171
|
37,674
|
157,189
|
|||||||||
|
Total operating costs of Power Plant
|
531,752
|
475,440
|
2,028,549
|
|||||||||
|
Profit from operating the Power Plant
|
116,564
|
79,984
|
340,671
|
|||||||||
|
General and administrative expenses
|
6,594
|
5,722
|
24,066
|
|||||||||
|
Operating profit
|
109,970
|
74,262
|
316,605
|
|||||||||
|
Financing income
|
19,222
|
11,529
|
52,131
|
|||||||||
|
Financing expenses
|
59,082
|
65,241
|
271,116
|
|||||||||
|
Financing expenses, net
|
39,860
|
53,712
|
218,985
|
|||||||||
|
Profit before taxes on income
|
70,110
|
20,550
|
97,620
|
|||||||||
|
Taxes on income
|
16,141
|
4,808
|
22,340
|
|||||||||
|
Profit for the period
|
53,969
|
15,742
|
75,280
|
|||||||||
4
Dorad Energy Ltd.
Interim Condensed Statement of Changes in Shareholders’ Equity
|
|
Capital reserve | |||||||||||||||||||
|
|
for activities | |||||||||||||||||||
|
|
Share
|
Share
|
with
|
Retained | ||||||||||||||||
|
|
capital
|
premium
|
shareholders
|
earnings
|
Total Equity | |||||||||||||||
|
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands | |||||||||||||||
|
For the three months
ended March 31, 2023
(Unaudited)
|
||||||||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
January 1, 2023 (Audited)
|
11
|
642,199
|
3,748
|
572,664
|
1,218,622
|
|||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
53,969
|
53,969
|
|||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
March 31, 2023 (Unaudited)
|
11
|
642,199
|
3,748
|
626,633
|
1,272,591
|
|||||||||||||||
|
For the three months
|
||||||||||||||||||||
|
ended March 31, 2022
|
||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
January 1, 2022 (Audited)
|
11
|
642,199
|
3,748
|
497,384
|
1,143,342
|
|||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
15,742
|
15,742
|
|||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
March 31, 2022 (Unaudited)
|
11
|
642,199
|
3,748
|
513,126
|
1,159,084
|
|||||||||||||||
|
For the year ended
|
||||||||||||||||||||
|
December 31, 2022 (Audited)
|
||||||||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
January 1, 2022 (Audited)
|
11
|
642,199
|
3,748
|
497,384
|
1,143,342
|
|||||||||||||||
|
Profit for the year
|
-
|
-
|
-
|
75,280
|
75,280
|
|||||||||||||||
|
Balance as at
|
||||||||||||||||||||
|
December 31, 2022 (Audited)
|
11
|
642,199
|
3,748
|
572,664
|
1,218,622
|
|||||||||||||||
5
Dorad Energy Ltd.
Interim Condensed Statements of Cash Flows
|
For the three months ended
|
Year ended
|
|||||||||||
|
March 31
|
December 31
|
|||||||||||
|
2023
|
2022
|
2022
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
||||||||||
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Profit for the period
|
53,969
|
15,742
|
75,280
|
|||||||||
|
Adjustments:
|
||||||||||||
|
Depreciation and amortization and fuel consumption
|
56,790
|
68,786
|
242,345
|
|||||||||
|
Taxes on income
|
16,141
|
4,808
|
22,340
|
|||||||||
|
Financing expenses, net
|
39,860
|
53,712
|
218,985
|
|||||||||
|
112,791
|
127,306
|
483,670
|
||||||||||
|
Change in trade receivables
|
53,892
|
70,386
|
9,991
|
|||||||||
|
Change in other receivables
|
13,585
|
11,548
|
7,480
|
|||||||||
|
Change in trade payables
|
(67,513
|
)
|
(96,831
|
)
|
(127,907
|
)
|
||||||
|
Change in other payables
|
7,775
|
9,897
|
4,339
|
|||||||||
|
Change in Other long-term liabilities
|
(1,603
|
)
|
5,404
|
1,695
|
||||||||
|
6,136
|
404
|
(104,402
|
)
|
|||||||||
|
Taxes on income paid
|
-
|
(21,795
|
)
|
(21,795
|
)
|
|||||||
|
Net cash flows provided by operating activities
|
172,896
|
121,657
|
432,753
|
|||||||||
|
Cash flows used in investing activities
|
||||||||||||
|
Proceeds for settlement of financial derivatives
|
1,172
|
422
|
13,652
|
|||||||||
|
Investment in fixed assets
|
(14,213
|
)
|
(27,513
|
)
|
(110,715
|
)
|
||||||
|
Investment in intangible assets
|
(817
|
)
|
(257
|
)
|
(1,810
|
)
|
||||||
|
Interest received
|
6,024
|
372
|
6,433
|
|||||||||
|
Net cash flows used in investing activities
|
(7,834
|
)
|
(26,976
|
)
|
(92,440
|
)
|
||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Repayment of lease liability principal
|
(100
|
)
|
(151
|
)
|
(4,726
|
)
|
||||||
|
Repayment of loans from banks
|
-
|
-
|
(255,705
|
)
|
||||||||
|
Interest paid
|
(150
|
)
|
(168
|
)
|
(159,804
|
)
|
||||||
|
Net cash flows used in financing activities
|
(250
|
)
|
(319
|
)
|
(420,235
|
)
|
||||||
|
Net increase (decrease) in cash and cash equivalents
|
164,812
|
94,362
|
(79,922
|
)
|
||||||||
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
7,590
|
5,747
|
29,543
|
|||||||||
|
|
||||||||||||
|
Cash and cash equivalents at beginning of period
|
151,481
|
201,860
|
201,860
|
|||||||||
|
|
||||||||||||
|
Cash and cash equivalents at end of period
|
323,883
|
301,969
|
151,481
|
|||||||||
6
Exhibit 99.2
Other than information relating to Ellomay Luzon Infrastructures Ltd. (formerly U. Dori
Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), the disclosures contained herein concerning Dorad Energy Ltd. (“Dorad”) and the power plant owned by Dorad (the “Dorad Power Plant”) are based on information received from Dorad. Unless the
context in which such terms are used would require a different meaning, all references to “Ellomay,” “us,” “we,” “our” or the “Company” refer to Ellomay Capital Ltd. and its consolidated subsidiaries.
All reference herein to the “2022 Annual Disclosure” are to the immediate report
provided to the holders of Company’s Series E Secured Debenture, submitted to the Israel Securities Authority on March 29, 2023 (filing number 2023-02-034863). Unless otherwise noted, defined terms used herein shall have the same meaning as set
forth in the 2022 Annual Disclosure.
See Section 1.1 under the
heading “Investment and Acquisition of Shares in Dori Energy” for disclosure concerning changes implemented in January 2023 to the shareholders’ loans provided to Ellomay Luzon Energy.
With reference to Section 1.11.3 of the 2022 Annual Disclosure in connection with Dorad’s agreement with
Alon Energy Centers LP, or Alon Gat - On January 8, 2023, Alon Gat informed Dorad of the termination of the agreement, effective March 31, 2023.
With reference to Section 1.13 of the 2022 Annual Disclosure under the heading “Dorad Credit Rating” - On April 4, 2023, Dorad received an update of its debt rating forecast to ilAA-/Negative. This update did not have an effect on the interest rate of
Dorad’s credit facility.
With reference to Section
1.5.2 of the 2022 Annual Disclosure under the heading “tariffs and Payments” - Effective January 1, 2023 the changes to the clusters of demand hours pursuant to the resolution of the Israeli Electricity Authority from August 2022 entered into force. These changes mainly included
an elimination of the “high” cluster and shifts in “peak” hours in some seasons from noon to evening hours and an expansion of the number of months in the summer season to 4 months (June – September instead of July and August). Dorad is examining
the financial impact of the decision on its expected results.
On December 26, 2022, the
Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 0.7% from January 1, 2023 through
the end of 2023. On January 26, 2023, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for
Customers of the IEC,” which provided for a decrease in the average production component of approximately 1.2% from February 1, 2023 through the end of 2023. On March 27, 2023, the Israeli Electricity Authority published a decision regarding “Ongoing Update to Electricity Rates for Customers of IEC,” which provided for a decrease in the average production component of
approximately 1.4% from April 1, 2023, which will remain in effect through the end of 2023.
With reference to Sections 1.5.2 and 1.16 of the 2022 Annual Disclosure under the heading “Consumption Plans and Deviations” - On April 10, 2023, the court decided to reject the request submitted by the IEC to send a third-party notice to Dorad in
connection with a class action submitted against the IEC claiming that the IEC was negligent in overseeing the private electricity manufacturers thereby damaging the electricity consumers.
With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Power Plant Malfunctions” - Following Dorad’s delivery of a demand to its maintenance contractor in connection with damaged components of the gas turbine that are not covered by
Dorad’s insurance in the amount of approximately $4.6 million, on February 27, 2023, Dorad decided to activate the arbitration mechanism included in its operation and maintenance agreement. On May 1, 2023, a preliminary hearing was held with the
agreed arbitrator and meeting dates were scheduled for early 2024.
With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Potential Expansion of the Dorad Power Plant (“Dorad 2”)” - On May 28, 2023, the Israeli Government approved the national infrastructures plan (TT”L 11/b) which governs, among
other issues, the expansion of the power plant owned by Doard by approximately 650 MW in a combined cycle technology, resulting in aggregate capacity of approximately 1,500 MW. This plan also enables adding batteries with a capacity of
approximately 80 MW. The Company expects that the expansion of the power plant will increase the revenues and income of Dorad. The terms of the approval have
not been published yet and the approval may be subject to prerequisites and other conditions. The expansion has not yet been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt
of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity Authority, regulatory changes and market terms and condition, all of which are not within the control of the Company. The abovementioned estimation in connection with Dorad 2, constitutes forward-looking information, as defined in the Securities Law, 1968, and is based on the
information, experience and estimates of Dorad and the Company as of this date. Such information and assessments may also not materialize, in whole or in part or may materialize in a different manner than anticipated, including due to factors
that are unknown to Dorad and the Company as of the date of this report and are not under their control, which include, inter alia, the factors set forth in this paragraph and other risk factors listed in Section 1.17 of the 2022 Annual
Disclosure.
With reference to Section 1.9
of the 2022 Annual Disclosure under the heading “Municipal Tax Assessment” - During
the first quarter of 2023, the objection submitted by Dorad in connection with the municipal tax assessment it received was rejected by the Director of Property Taxes and an appeal was filed with the Appeals Committee for Property Tax Affairs.
Exhibit 99.3
|
ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.
|
| Condensed Statements of Financial Position |
|
As at March 31
2023
|
As at December 31
2022
|
|||||||||||
|
Unaudited
|
Unaudited
|
Audited
|
||||||||||
|
NIS in thousands
|
||||||||||||
|
Assets
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
22
|
64
|
154
|
|||||||||
|
Trade and other receivables
|
433
|
372
|
116
|
|||||||||
|
455
|
436
|
270
|
||||||||||
|
Non-current assets:
|
||||||||||||
|
Investment in equity accounted investee
|
249,057
|
228,624
|
239,147
|
|||||||||
|
249,512
|
229,060
|
239,417
|
||||||||||
|
Liabilities and Equity
|
||||||||||||
|
Current liabilities:
|
||||||||||||
|
Trade and other payables
|
206
|
224
|
219
|
|||||||||
|
Loans from shareholders
|
21,066
|
59,431
|
20,000
|
|||||||||
|
21,272
|
59,655
|
20,219
|
||||||||||
|
Equity:
|
||||||||||||
|
Share capital
|
*
|
*
|
*
|
|||||||||
|
Share premium
|
105,116
|
105,116
|
105,116
|
|||||||||
|
Capital notes
|
46,933
|
-
|
46,933
|
|||||||||
|
Accumulated profit
|
76,191
|
64,289
|
67,149
|
|||||||||
|
228,240
|
169,405
|
219,198
|
||||||||||
|
249,512
|
229,060
|
239,417
|
||||||||||
* Represents an amount less than NIS 1 thousand
ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.
Condensed Statements of Comprehensive Income
|
Three Months ended March 31
|
Year ended
December 31
2022
|
|||||||||||
|
2023
|
2022
|
|||||||||||
|
Unaudited
|
Audited
|
|||||||||||
|
NIS in thousands
|
||||||||||||
|
General and administrative expenses
|
(102
|
)
|
(237
|
)
|
(1,395
|
)
|
||||||
|
Operating loss
|
(102
|
)
|
(237
|
)
|
(1,395
|
)
|
||||||
|
Financing expenses
|
(766
|
)
|
(1,932
|
)
|
(8,437
|
)
|
||||||
|
Share of profits of equity accounted investee
|
9,910
|
2,742
|
13,265
|
|||||||||
|
Net profit for the period
|
9,042
|
573
|
3,433
|
|||||||||
|
Total comprehensive income for the period
|
9,042
|
573
|
3,433
|
|||||||||
ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.
Condensed Statements of Changes in Equity
|
Share
Capital
|
Capital notes
|
Share
Premium
|
Accumulated
profit
|
Total
Equity
|
||||||||||||||||
|
NIS in thousands
|
||||||||||||||||||||
|
Balance as at January 1, 2023
(audited)
|
*
|
46,933
|
105,116
|
67,149
|
219,198
|
|||||||||||||||
|
Transaction during the
three-month period ended March 31, 2023 (unaudited) –
Total comprehensive profit for the period
|
-
|
-
|
-
|
9,042
|
9,042
|
|||||||||||||||
|
Balance as at March 31, 2023 (unaudited)
|
*
|
46,933
|
105,116
|
76,191
|
228,240
|
|||||||||||||||
|
Balance as at January 1, 2022
(audited)
|
*
|
-
|
105,116
|
63,716
|
168,832
|
|||||||||||||||
|
Transaction during the
three-month period ended March 31, 2022 (unaudited) –
Total comprehensive profit for the period
|
-
|
-
|
-
|
573
|
573
|
|||||||||||||||
|
Balance as at March 31, 2022 (unaudited)
|
*
|
-
|
105,116
|
64,289
|
169,405
|
|||||||||||||||
|
Balance as at January 1, 2022
(audited)
|
*
|
-
|
105,116
|
63,716
|
168,832
|
|||||||||||||||
|
Transaction during the year
ended December 31, 2022 (audited) –
Capital notes
|
-
|
46,933
|
-
|
-
|
46,933
|
|||||||||||||||
|
Total comprehensive profit for the period
|
-
|
-
|
-
|
3,433
|
3,433
|
|||||||||||||||
|
Balance as at December 31,
2022 (audited)
|
*
|
46,933
|
105,116
|
67,149
|
219,198
|
|||||||||||||||
*Represents an amount less than NIS 1 thousand
ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.
Condensed Statements of Cash Flows
|
Three months ended March 31
|
Year ended
December 31
2022
|
|||||||||||
|
2023
|
2022
|
|||||||||||
|
Unaudited
|
Audited
|
|||||||||||
|
NIS in thousands
|
||||||||||||
|
Cash flows from operating activities -
|
||||||||||||
|
Net profit for the period
|
9,042
|
573
|
3,433
|
|||||||||
|
Adjustments needed to present cash flows from the Company’s operating activities:
|
||||||||||||
|
Adjustments to the Company’s profit and loss items:
|
||||||||||||
|
Financing expenses
|
766
|
1,932
|
8,437
|
|||||||||
|
Company’s share of profits of equity accounted investee
|
(9,910
|
)
|
(2,742
|
)
|
(13,265
|
)
|
||||||
|
(9,144
|
)
|
(810
|
)
|
(4,828
|
)
|
|||||||
|
Changes in the assets and liabilities of the company:
|
||||||||||||
|
Increase in Trade and other receivables
|
(457
|
)
|
(478
|
)
|
(558
|
)
|
||||||
|
Increase (decrease) in trade and other payables
|
(13
|
)
|
154
|
249
|
||||||||
|
(470
|
)
|
(324
|
)
|
(309
|
)
|
|||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest paid
|
-
|
-
|
(528
|
)
|
||||||||
|
Net cash provided by (used for) operating activities
|
(572
|
)
|
(561
|
)
|
(2,232
|
)
|
||||||
|
Cash flows from financing activities -
|
||||||||||||
|
Receipt of loans from shareholders
|
440
|
126
|
1,887
|
|||||||||
|
Net cash provided by financing activities
|
440
|
126
|
1,887
|
|||||||||
|
Change in cash and cash equivalents
|
(132
|
)
|
(435
|
)
|
(345
|
)
|
||||||
|
Cash and cash equivalents at the beginning of the period
|
154
|
499
|
499
|
|||||||||
|
Cash and cash equivalents at the end of the period
|
22
|
64
|
154
|
|||||||||