TEL-AVIV, Israel, Jan. 3, 2024
/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, USA
and Israel, today announced that it executed an agreement (the
"Agreement") to sell its holdings in the 9 MW solar facility
located in Talmei Yosef, Israel
(the "Talmei Yosef Facility").
The Agreement provides for the sale of the Company's holdings in
the Talmei Yosef Facility to Greenlight Fund Limited Partnership
and Doral Group Renewable Energy Resources Ltd., in equal parts, in
consideration for NIS 44.75 million
(approximately $12.2 million), with
an additional potential payment of up to NIS
4 million in the event the Talmei Yosef Facility will
produce more than 18 million Kwh during 2024. The Agreement
provides for a cutoff date of June 30,
2023 and the Company will be entitled to all revenues of the
Talmei Yosef Facility up to such date, net of expenses for the
period.
The Agreement includes customary representations and
indemnification undertakings in connection with breaches of
representations, which, other than with respect to customary
exceptions, are subject to a cap of NIS 9
million and limited to a period of 18 months from the
closing date.
The consummation of the sale is subject to various customary
conditions to closing, including receipt of regulatory approvals
and the consent of the financing entity of the Talmei Yosef
Facility. All conditions to closing are required to be fulfilled
within a period of 90 days from execution of the Agreement, which
can be extended to up to 150 days under certain circumstances.
The Talmei Yosef Facility is located in southern Israel. One of the conditions to closing is
the end of the war in southern Israel and that the Talmei Yosef Facility will
be physically accessible. In addition, the Agreement provides that
in the event that due to the current war and hostilities in
Israel the facility will be
damaged or its output will decrease, the buyers will have the right
not to consummate the acquisition of the facility.
Following consummation of the sale, the Company will maintain
the rights to the two projects under development located in the
vicinity of the Talmei Yosef Facility: (i) a solar facility
intended for 10 solar MW and 22 MW / hour batteries, and (ii) a
battery storage facility intended for approximately 400 MW /
hour.
As noted above, the consummation of the transactions
contemplated by the Agreement is subject to the fulfilment of the
conditions to closing, that are mostly not within the control of
the Company or the buyers. There can be no assurance as to whether
or when the conditions to closing will be satisfied and as to the
impact of the war and hostilities in Israel on the ability to consummate the sale
and on the final purchase price.
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, USA
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, Spain,
The Netherlands and Texas, USA, 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;
- Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL,
Ellomay Solar Italy Seven SRL, Ellomay Solar Italy Nine 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, 8
MW and 18 MW, respectively, in Italy that have reached "ready to build"
status; and
- Fairfield Solar Project, LLC, Malakoff Solar I, LLC, Malakoff
Solar II, LLC, Mexia I Solar, LLC, Mexia II Solar, LLC, and Talco
Solar, LLC, that are developing photovoltaic projects with
installed capacity of 13 MW, 6.5 MW, 6.5 MW, 4 MW, 4 MW and 7.5 MW
respectively, in the Dallas
Metropolitan area, Texas, and 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 the failure to
timely fulfil one or more conditions to closing included in the
Agreement, the impact of the war and hostilities in Israel and Gaza, changes in electricity prices and
demand, regulatory changes, including 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 the 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 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
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SOURCE Ellomay Capital Ltd