|
¨
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from __________________ to __________________
|
Title of each class
|
Name of each exchange on which registered
|
|
Ordinary Shares, par value NIS 10.00 per share
|
NYSE Amex
|
1
|
Does not include a total of 8,700 ordinary shares held at that date as treasury shares under Israeli law, all of which were repurchased by Ellomay. For so long as such treasury shares are owned by Ellomay they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to Ellomay’s shareholders nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of Ellomay’s shareholders.
|
Page | ||
5
|
||
6
|
||
Part I
|
||
8
|
||
8
|
||
8
|
||
Selected Financial Data
|
8
|
|
Capitalization and Indebtedness
|
11
|
|
Risk Factors
|
11
|
|
27
|
||
History and Development of Ellomay
|
27
|
|
Business Overview
|
32
|
|
Organizational Structure
|
62
|
|
Property, Plants and Equipment
|
62
|
|
64
|
||
64
|
||
Operating Results
|
64
|
|
Liquidity and Capital Resources
|
70
|
|
Research and Development, Patents and Licenses, Etc.
|
73
|
|
Trend Information
|
73
|
|
Off-Balance Sheet Arrangements
|
73
|
|
Contractual Obligations
|
74
|
|
74
|
||
Compensation
|
74
|
|
Directors and Senior Management
|
74
|
|
Board Practices
|
79
|
|
Employees
|
90
|
|
Share Ownership
|
90
|
|
95
|
||
Major Shareholders
|
95
|
|
Related Party Transactions
|
98
|
|
99
|
||
Consolidated Statements and Other Financial Information
|
99
|
|
Significant Changes
|
100
|
101
|
||
Offer and Listing Details
|
101
|
|
Markets
|
102
|
|
103
|
||
Share Capital
|
103
|
|
Memorandum of Association and Second Amended and Restated Articles
|
110
|
|
Material Contracts
|
112
|
|
Exchange Controls
|
112
|
|
Taxation
|
119
|
|
Dividends and Paying Agents
|
119
|
|
Statement by Experts
|
119
|
|
Documents on Display
|
120
|
|
122
|
||
122
|
||
Part II
|
||
122
|
||
122
|
||
122
|
||
123
|
||
123
|
||
124
|
||
125
|
||
126
|
||
126
|
||
126
|
||
127
|
||
Part III
|
||
127
|
||
127
|
||
128
|
·
|
the profitability of the photovoltaic market which we have entered;
|
·
|
the market, economical and political factors in Italy and generally in Europe, in Israel and worldwide;
|
·
|
our contractors’ technical, professional and financial ability to deliver on and comply with their operation and maintenance undertakings in connection with the operation of our photovoltaic plants;
|
·
|
our ability to further familiarize ourselves and maintain expertise in the photovoltaic market and the energy market, and to track, monitor and manage the projects which we have undertaken;
|
·
|
our ability to identify, evaluate and consummate additional suitable business opportunities and strategic alternatives;
|
·
|
the price and market liquidity of our ordinary shares;
|
·
|
the fact that we may be deemed to be an “investment company” under the Investment Company Act of 1940 under certain circumstances (including as a result of the investments of assets following the sale of our business), and the risk that
we may be required to take certain actions with respect to the investment of our assets or the distribution of cash to shareholders in order to avoid being deemed an “investment company”;
|
·
|
our plans with respect to the management of our financial and other assets; and
|
·
|
the possibility of future litigation.
|
|
A.
|
Selected Financial Data
|
For Year ended December 31,
|
||||||||||||
2009
|
2010
|
2011
|
||||||||||
Revenues
|
$ | - | $ | - | $ | 6,114 | ||||||
Operating costs
|
- | - | 3,142 | |||||||||
Gross profit
|
- | - | 2,972 | |||||||||
General and administrative expenses
|
1,931 | 3,211 | 3,128 | |||||||||
Operating loss
|
(1,931 | ) | (3,211 | ) | (156 | ) | ||||||
Financial income
|
1,366 | 1,480 | 1,971 | |||||||||
Financial expenses
|
(9 | ) | (80 | ) | (3,209 | ) | ||||||
Financial income (expenses), net
|
1,357 | 1,400 | (1,238 | ) | ||||||||
Company’s share of losses of investee accounted for at equity
|
- | (66 | ) | (596 | ) | |||||||
Loss before taxes on income
|
(574 | ) | (1,877 | ) | (1,990 | ) | ||||||
Tax benefit (taxes on income)
|
(69 | ) | 44 | 1,018 | ||||||||
Loss from continuing operations
|
(643 | ) | (1,833 | ) | (972 | ) | ||||||
Income (loss) from discontinued operations, net
|
(376 | ) | 7,035 | - | ||||||||
Net income (loss)
|
(1,019 | ) | 5,202 | (972 | ) | |||||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustments
|
- | 194 | (3,698 | ) | ||||||||
Total other comprehensive income (loss)
|
- | 194 | (3,698 | ) | ||||||||
Total comprehensive income (loss)
|
$ | (1,019 | ) | $ | 5,396 | $ | (4,670 | ) | ||||
Basic net earnings (loss) per share:
|
||||||||||||
Loss from continuing operations
|
$ | (0.1 | ) | $ | (0.2 | ) | $ | (0.09 | ) | |||
Earnings (loss) from discontinued operations
|
*) - | 0.9 | - | |||||||||
Net earnings (loss)
|
$ | (0.1 | ) | $ | 0.7 | $ | (0.09 | ) | ||||
Diluted net earnings (loss) per share:
|
||||||||||||
Loss from continuing operations
|
$ | (0.1 | ) | $ | (0.2 | ) | $ | (0.09 | ) | |||
Earnings (loss) from discontinued operations
|
*) - | 0.8 | - | |||||||||
Net earnings (loss)
|
$ | (0.1 | ) | $ | 0.6 | $ | (0.09 | ) |
At December 31,
|
||||||||||||
2009
|
2010
|
2011
|
||||||||||
Working capital
|
$ | 75,172 | $ | 71,756 | $ | 32,580 | ||||||
Total assets
|
$ | 76,432 | $ | 106,214 | $ | 126,392 | ||||||
Total liabilities
|
$ | 6,404 | $ | 17,648 | $ | 42,331 | ||||||
Total shareholders’ Equity
|
$ | 70,028 | $ | 88,566 | $ | 84,061 | ||||||
Capital stock
|
$ | 89,227 | $ | 102,369 | $ | 102,369 | ||||||
Ordinary shares outstanding
|
7 ,378,643 | 10 , 7 50,071 | 10,778,026 |
Year ended December 31,
|
||||||||
2007
|
2008
|
|||||||
Revenues:
|
||||||||
Products
|
$ | 80,228 | $ | 10,568 | ||||
Services
|
5,379 | 842 | ||||||
Total revenues
|
85,607 | 11,410 | ||||||
Cost of revenues:
|
||||||||
Products
|
46,549 | 7,927 | ||||||
Inventory write-off
|
1,169 | 197 | ||||||
47,718 | 8,124 | |||||||
Services
|
8,759 | 2,862 | ||||||
Total cost of revenues
|
56,477 | 10,986 | ||||||
Gross profit
|
29,130 | 424 | ||||||
Operating expenses:
|
||||||||
Research and development, net
|
7,046 | 1,942 | ||||||
Selling and marketing
|
13,815 | 3,075 | ||||||
General and administrative
|
11,129 | 9,830 | ||||||
Doubtful accounts expenses (income)
|
942 | 368 | ||||||
Amortization of other intangible assets
|
42 | - | ||||||
Total operating expenses
|
32,974 | 15,215 | ||||||
Operating loss
|
(3,844 | ) | (14,791 | ) | ||||
Gain on sale of Company’s business, net
|
- | 95,137 | ||||||
Financial income (expenses), net
|
(1,738 | ) | 7,596 | |||||
Income (loss) before taxes on income
|
(5,582 | ) | 87,942 | |||||
Taxes on income
|
838 | 966 | ||||||
Net Income (loss)
|
$ | (6,420 | ) | $ | 86,976 | |||
Basic earnings (loss) per share
|
$ | (0.9 | ) | $ | 11.9 | |||
Diluted earnings (loss) per share
|
$ | (0.9 | ) | $ | 10.1 | |||
Weighted average number of shares used for computing basic earnings (loss) per share
|
7,153,750 | 7,297,257 | ||||||
Weighted average number of shares used for computing diluted earnings (loss) per share
|
7,153,750 | 8,610,275 |
At December 31,
|
||||||||
2007
|
2008
|
|||||||
Working capital (deficiency)
|
$ | (4,782 | ) | $ | 76,119 | |||
Total assets
|
$ | 52,327 | $ | 78,278 | ||||
Total liabilities
|
$ | 74,506 | $ | 7,349 | ||||
Total shareholders’ Equity (deficiency)
|
$ | (22,179 | ) | $ | 70,929 | |||
Capital stock
|
$ | 82,850 | $ | 89,109 | ||||
Ordinary shares outstanding
|
7 , 271 , 051 | 7 ,378,643 |
|
·
|
Economic - An increase in solar power generation will reduce dependence on fossil
fuels. Worldwide demand for electricity is expected to nearly double by 2025, according to the U.S. Department of Energy. Additionally, according to International Energy Agency, over 60% of the world’s electricity is generated from fossil fuels such as coal, natural gas and oil. The combination of declining finite fossil fuel energy resources and increasing energy demand is depleting natural resources as well as driving up electricity costs, underscoring the need for reliable renewable energy production. Solar power systems are renewable energy sources that rely on the sun as an energy source and do not require a fossil fuel supply. As such, they are well positioned to offer a sustainable long-term alternative means of power generation. Once a solar power system is installed, the cost of generating electricity is relatively stable over the lifespan of the system. There are no risks that fuel prices will escalate or fuel shortages will develop, although cash paybacks for systems range depending on the level of incentives, electric rates, annualized sun intensity, installation costs and derogation in the efficiency of the panels.
|
|
·
|
Convenience - Solar power systems can be installed on a wide range of sites, including small residential roofs, the ground, covered parking structures and large industrial buildings. Most solar power systems also have few, if any, moving parts and are generally guaranteed to operate for 20-25 years, resulting in low maintenance and operating costs and reliability compared to other forms of power generation.
|
|
·
|
Environmental - Solar power is one of the cleanest electric generation sources, capable of generating electricity without air or water emissions, noise, vibration, habitat impact or waste generation. In particular, solar power does not generate greenhouse gases that contribute to global climate change or other air pollutants, as power generation based on fossil fuel combustion does, and does not generate radioactive or other wastes as nuclear power and coal combustion do. It is anticipated that greenhouse gas regulation will increase the costs and constrain the development of fossil fuel based electric generation and increase the attractiveness of solar power as a renewable electricity source.
|
|
·
|
Security - Producing solar power improves energy security both on an international level (by reducing fossil energy purchases from hostile countries) and a local level (by reducing power strains on local electrical transmission and distribution systems).
|
PV Plant Title
|
Capacity
|
Location
|
Technology of Panels
|
Connection to Grid
|
FiT (
€/kWh)
1
|
Revenue in 2011
2
|
||||||
“Troia 8”
|
995.67 kWp
|
Province of Foggia, Municipality of Troia, Puglia region, Italy
|
Fix
|
January 14, 2011
|
0.346
|
$874,000
|
||||||
“Troia 9”
|
995.67 kWp
|
Province of Foggia, Municipality of Troia, Puglia region, Italy
|
Fix
|
January 14, 2011
|
0.346
|
$849,000
|
||||||
“Del Bianco”
|
734.40 kWp
|
Province of Macerata, Municipality of Cingoli, Marche region, Italy
|
Fix
|
April 1, 2011
|
0.346
|
$387,000
|
||||||
“Giaché”
|
730.01 kWp
|
Province of Ancona, Municipality of Filotrano, Marche region, Italy
|
Duel Axes Tracker
|
April 14, 2011
|
0.346
|
$489,000
|
||||||
“Costantini”
|
734.40 kWp
|
Province of Ancona, Municipality of Senigallia, Marche region
, Italy
|
Fix
|
April 27, 2011
|
0.346
|
$411,000
|
||||||
“Massaccesi”
|
749.7 kWp
|
Province of Ancona, Municipality of Arcevia, Marche region, Italy
|
Duel Axes Tracker
|
April 29, 2011
|
0.346
|
$330,000
|
||||||
“Galatina”
|
994.43 kWp
|
Province of Lecce, Municipality of Galatina, Puglia region, Italy
|
Fix
|
May 25, 2011
|
0.346
|
$548,000
|
||||||
“Pedale (Corato)”
3
|
2,993 kWp
|
Province of Bari, Municipality of Corato, Puglia region, Italy
|
Single Axes Tracker
|
May 31, 2011
|
0.289
|
$1,543,000
|
||||||
“Acquafresca”
|
947.6 kWp
|
Province of Barletta-Andria-Trani, Municipality of Minervino Murge, Puglia region, Italy
|
Fix
|
June 2011
|
0.291
|
$331,000
|
||||||
“D‘Angella”
|
930.5 kWp
|
Province of Barletta-Andria-Trani, Municipality of Minervino Murge, Puglia region, Italy
|
Fix
|
June 2011
|
0.291
|
$352,000
|
||||||
“Rinconada II”
4
|
2,275 kWp
|
Municipality of Córdoba, Andalusia, Spain
|
Fix
|
July 2010
|
0.3223
5
|
--
6
|
|
·
|
an Engineering Procurement & Construction projects Contract (an “EPC Contract”), which governs the installation, testing and commissioning of a photovoltaic plant by the respective Contractor;
|
|
·
|
an O&M Agreement, which governs the operation and maintenance of the photovoltaic plant by the respective Contractor;
|
|
·
|
when applicable, an agreement between our relevant subsidiary and the Contractor, whereby the panels required for the construction of the photovoltaic plant will be purchased by such subsidiary directly from a third party supplier of such panels, and then transferred to the Contractor;
|
|
·
|
a number of ancillary agreements, including:
|
|
o
|
one or more “surface rights agreements” with the land owners, which provide the terms and conditions for the lease of land on which the photovoltaic plants are constructed and operated;
|
|
o
|
with respect to our Italian PV Plants –
|
|
·
|
standard “incentive agreements” with Gestore dei Servizi Elettrici (“GSE”), Italy’s energy regulation agency responsible,
inter alia
, for incentivizing and developing renewable energy sources in Italy and purchasing energy and re-selling it on the electricity market. Under such agreement, it is anticipated that GSE will grant the applicable FiT governing the purchase of electricity (FiTs are further detailed in “Item 4.B: Material Effects of Government Regulations on the Italian PV Plants”);
|
|
·
|
one or more “power purchase agreements” with GSE, specifying the power output to be purchased by GSE for resale and the consideration in respect thereof (in the event of sale via the “Dedicated Withdrawal System” as more fully described under “Item 4.B: Material Effects of Government Regulations on the Italian PV Plants”); and
|
|
·
|
one or more “interconnection agreements” with the Enel Distribuzione S.p.A (“ENEL”), the Italian national electricity grid operator, which provide the terms and conditions for the connection to the Italian national grid.
|
|
o
|
with respect to our Spanish PV Plant –
|
|
·
|
Standard “power evacuation agreements” with the Spanish power distribution grid company Endesa Distribución Eléctrica, S.L.U. (“Endesa”) regarding the rights and obligations of each party, concerning, inter alia, the evacuation of the power generated in the facility to the grid; and
|
|
·
|
Standard “representation agreements” with an entity that will represent the PV Principal in its dealings with the Spanish National Energy Commission (“CNE”) and the bid system managed by the operator of the market, Operador del Mercado Ibérico de Energía, Polo Español, S.A. (“OMEL”), who are responsible for payment of the FiT as more fully set described under “Item 4.B: Material Effects of Government Regulations on the Spanish PV Plants.” The representation agreements in connection with Rinconada II are with Nexus Energía, S.A (“Nexus”).
|
|
·
|
optionally, one or more “project financing agreements” with financing entities, as were already executed with respect to several of the PV Plants and as more fully described below, and as may be executed in the future with respect to one or more of the remaining PV Plants;
|
|
·
|
a stock purchase agreement in the event we acquire an existing company that owns a photovoltaic plant that is under construction or is already constructed.
|
|
o
|
The PV Principal may terminate the agreement at any time, by giving a 6-month - 12-month prior written notice to the Contractor. In the case of such withdrawal, the PV Principal may pay to the Contractor,
in lieu
of the notice, the amount the Contractor would have been entitled to receive during the applicable notice period.
|
|
o
|
Under some of the O&M Agreements, the Contractor can withdraw from the O&M Agreement at the tenth anniversary thereof by sending a 12-month prior written notice to the PV Principal.
|
|
(i)
|
a Senior Loan, to be applied to the costs of construction of the PV Plants (up to 80% of the relevant amount), in the amount of Euro 4.1 million, accruing interest at the EURIBOR rate, increased by a margin of 200 basis points per annum, repaid semi annually with a maturity date of December 31, 2027; and
|
|
(ii)
|
a VAT Line, for payment of VAT due on the costs of construction in the amount of Euro 0.55 million, accruing interest at the EURIBOR rate, increased by 160 basis points per annum, repaid in one payment until December 31, 2013.
|
|
·
|
by way of sale on the electricity market (Italian Power Exchange IPEX), the so called “Borsa Elettrica”;
|
|
·
|
through bilateral contracts with wholesale dealers;
|
|
·
|
via the so-called “Dedicated Withdrawal Plant” introduced by AEEG Resolution no. 280/07 and subsequent amendments. This is the most common way of selling electricity, as it affords direct and quick negotiations with the national energy handler (GSE), which will in turn deal with energy buyers on the market. We sell electricity though this method.
|
·
|
the area to be enslaved (
asservimento
) is at least twice the size of the radiant surface; and
|
·
|
the portion of the plot of land which is not occupied by the photovoltaic plant is used exclusively for agricultural activities.
|
Nominal Power kWp
|
Non-Integrated
|
Partially Integrated
|
Arch. Integrated
|
1 kW ≤ P ≤ 3 kW
|
0.40 Euro/kWh
|
0.44 Euro/kWh
|
0.49 Euro/kWh
|
3 kW < P ≤ 20 kW
|
0.38 Euro/kWh
|
0.42 Euro/kWh
|
0.46 Euro/kWh
|
P > 20 kW
|
0.36 Euro/kWh
2
|
0.40 Euro/kWh
|
0.44 Euro/kWh
|
a)
|
the power capacity of the plant is not higher than 1 MW and - in the case of lands owned by the same owner - the PV plants are installed at a distance of at least 2 km; and
|
b)
|
the installation of the PV plants does not cover more than 10% of the surface of agricultural land which is available to the applicant.
|
|
(a)
|
As a consequence of selling the electricity produced at the feed-in tariff;
|
|
(b)
|
As a consequence of selling the electricity produced on the wholesale power production market managed by the market operator (OMEL) at the market price plus a regulated premium. In this case, the premium is limited by a cap and there is a floor for the total remuneration to be received by the relevant power plant; or
|
|
(c)
|
As a consequence of selling the electricity produced at the price negotiated between the parties in a bilateral or forward contract, entered into by a producer and an off-taker.
|
|
(a)
|
Type I – PV solar roof plants (or plants developed in similar surfaces); and
|
|
(b)
|
Type II – Any other type of PV solar plants (mainly, ground PV solar plants).
|
PV Plant
|
Size of Property
|
Location
|
Owners of the PV Plants/Lands
|
“Troia 8”
|
2.42.15 hectares
|
Province of Foggia, Municipality of Troia, Puglia region
|
PV Plant owned by Leasint and leased to Ellomay Six S.r.l. / Building right granted to Ellomay PV Six S.r.l. from owners
|
“Troia 9”
|
2.39.23 hectares
|
Province of Foggia, Municipality of Troia, Puglia region
|
PV Plant owned by Leasint and leased to Ellomay Five S.r.l. / Building right granted to Ellomay PV Five S.r.l. from owners
|
“Del Bianco”
|
2.44.96 hectares
|
Province of Macerata, Municipality of Cingoli, Marche region
|
PV Plant owned by Ellomay PV One S.r.l./ Building right granted to Ellomay PV One S.r.l. from owners
|
“Giaché”
|
3.87.00 hectares
|
Province of Ancona, Municipality of Filotrano, Marche region
|
PV Plant owned by Ellomay PV Two S.r.l.
/ Building right granted to Ellomay PV Two S.r.l. from owners
|
“Costantini”
|
2.25.76 hectares
|
Province of Ancona, Municipality of Senigallia, Marche region
|
PV Plant owned by Ellomay PV One S.r.l.
/ Building right granted to Ellomay PV One S.r.l. from owners
|
“Massaccesi”
|
3,60,60 hectares
|
Province of Ancona, Municipality of Arcevia, Marche region
|
PV Plant owned by Ellomay PV Two S.r.l.
/ Building right granted to Ellomay PV Two S.r.l. from owners
|
“Galatina”
|
4.00.00 hectares
|
Province of Lecce, Municipality of Galatina, Puglia region
|
PV Plant and Land owned by Energy Resources Galatina S.r.l.
|
“Pedale (Corato)”
|
13.59.52 hectares
|
Province of Bari, Municipality of Corato, Puglia region
|
Building Right granted to Pedale S.r.l. that will own the PV Plant once constructed/ Land held by owners and leased to Pedale S.r.l.
|
“Acquafresca”
|
3.38.26 hectares
|
Province of Barletta-Trani, Municipality of Minervino Murge, Puglia region
|
Building Right granted to Murgia Solar S.r.l. owns the PV Plant. Land held by owners and leased to Murgia Solar S.r.l.
|
“D‘Angella”
|
3.79.570 hectares
|
Province of Barletta-Trani, Municipality of Minervino Murge, Puglia region
|
Building Right granted to Luma Solar S.r.l. that owns the PV Plant. Land held by owners and leased to Luma Solar S.r.l.
|
“Rinconada II”
1
|
81,103 m²
|
Municipality of Córdoba, Andalusia, Spain
|
Building Right granted to Ellomay Spain S.L. that owns the PV Plant. Land held by owners and leased to Ellomay Spain S.L.
|
Year ended December 31,
|
||||||||||||
2009
|
2010
|
2011
|
||||||||||
Revaluation(Devaluation) of the NIS against the U.S. dollar
|
0.7 | % | 6.4 | % | (7.1 | )% | ||||||
Revaluation (Devaluation) of the
Euro against the U.S. dollar
|
3.5 | % | (7.4 | )% | (3.2 | )% |
|
a)
|
Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet.
|
|
b)
|
Income and expenses for each period presented in the statement of comprehensive income (loss) are translated at average exchange rates for the presented periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of the transactions.
|
|
c)
|
Share capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of issuance.
|
|
d)
|
Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevant transactions during the period are translated as described in b) and c) above.
|
|
e)
|
All resulting translation differences are recognized as a separate component of other comprehensive income (loss) in equity “adjustments arising from translating financial statement of foreign operations.”
|
Payments due by period
(in thousands of U.S. dollars)
|
||||||||||||||||||||
Contractual Obligations*
|
Total
|
Less than 1 year
|
1 – 3 years
|
3 – 5 years
|
more than
5 years
|
|||||||||||||||
Loans and Borrowings
|
$ | 11,631 | $ | 11,631 | $ | - | $ | - | $ | - | ||||||||||
Finance lease obligations
|
6,412 | 298 | 631 | 671 | 4,812 | |||||||||||||||
Long-term bank loans
|
5,315 | 200 | 1,115 | 517 | 3,483 | |||||||||||||||
Long-term rent obligations (1)
|
3,325 | 245 | 464 | 403 | 2,213 | |||||||||||||||
Provision for tax uncertainties (2)
|
3,248 | 3,248 | - | - | - | |||||||||||||||
Other long-term liabilities (3)
|
22 | - | - | - | 22 | |||||||||||||||
Total
|
$ | 29,953 | $ | 15,622 | $ | 2,210 | $ | 1,591 | $ | 10,530 |
*
|
For contractual obligations related to our investment in the Italian photovoltaic market, please refer to Item 4.
|
(1)
|
Includes land lease agreements of our Italian subsidiaries. Rent until April 2013 of our Tel Aviv Office is also included.
|
(2)
|
See Note 14b to our consolidated financial statements included elsewhere in this report.
|
(3)
|
Consists of accrued severance pay relating to obligations to our Israeli employees as required under Israeli labor law. These obligations, among others, are payable, upon termination, retirement or death of the respective employee.
|
Name
|
Age
|
Position with Ellomay
|
||
Shlomo Nehama(1)(2)
|
57
|
Chairman of the Board of Directors
|
||
Ran Fridrich(1)(2)(3)
|
59
|
Director and Chief Executive Officer
|
||
Hemi Raphael(2)
|
60
|
Director
|
||
Anita Leviant(2)(3)(4)
|
57
|
Director
|
||
Oded Akselrod(4)(5)
|
65
|
Director
|
||
Barry Ben Zeev(1)(4)(5)(6)
|
60
|
Director
|
||
Mordechai Bignitz(4)(5)(6)
|
60
|
Director
|
||
Kalia Weintraub
|
33
|
Chief Financial Officer
|
||
Eran Zupnik
|
43
|
EVP of Business Development
|
(1)
|
Member of Ellomay’s Stock Option and Compensation Committee.
|
(2)
|
Elected pursuant to the Shareholders Agreement, dated as of March 24, 2008, between S. Nechama Investments (2008) Ltd. and Kanir Joint Investments (2005) Limited Partnership (See “Item 7.A. Major Shareholders”).
|
(3)
|
Member of Ellomay’s Corporate Governance Committee.
|
(4)
|
Independent Director pursuant to the NYSE Amex rules.
|
(5)
|
Member of Ellomay’s Audit Committee.
|
(6)
|
External Director and independent director pursuant to the Companies Law.
|
|
·
|
monetary liabilities imposed on, or incurred by, the director or officer for the benefit of another person pursuant to a judgment, including a judgment given in settlement or a court approved arbitrator’s award;
|
|
·
|
reasonable litigation expenses including legal fees, incurred by a director or officer in consequence of an investigation or proceeding filed or conducted against a director or officer by an authority that is authorized to file or conduct such investigation or proceeding, and that has ended without filing an indictment against, or imposing of a financial obligation in lieu of a criminal proceeding on, such director or officer, or that ended without filing an indictment against such director or officer but with imposing a financial obligation on such director or officer in lieu of a criminal proceeding in respect of an offense that does not require the proof of criminal thought;
|
|
·
|
reasonable litigation expenses, including legal fees, incurred by a director or officer or which a director or officer is ordered to pay by a court, in proceedings filed against such director or officer by us or on our behalf or by another person, or in a criminal charge of which he or she is acquitted, or in a criminal charge of which such director or officer is convicted of an offence that does not require proof of criminal thought; and
|
|
·
|
any other liability and litigation expense (including legal fees), which, according to the applicable law and our Amended and Restated Articles of Association, each as shall be in effect from time to time, we could indemnify a director or officer.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Held (1)
|
Percent of Class
|
||||||
Shlomo Nehama(2)(5)
|
4,016,842 | 37.4 | % | |||||
Hemi Raphael (3)(4)(5)
|
454,524 | 4.2 | % | |||||
Ran Fridrich(4)(5)
|
148,567 | 1.4 | % | |||||
Anita Leviant(6)
|
* | * | ||||||
Oded Akselrod(6)
|
* | * | ||||||
Barry Ben Zeev(6)
|
* | * | ||||||
Mordechai Bignitz(6)
|
* | * | ||||||
Eran Zupnik(7)
|
132,125 | 1.2 | % | |||||
Kalia Weintraub
|
- | - |
|
(1)
|
As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from March 15, 2012 through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 10,739,076 ordinary shares outstanding as of March 15, 2012. This number of outstanding ordinary shares does not include a total of 38,950 ordinary shares held at that date as treasury shares under Israeli law, all of which were repurchased by us. For so long as such treasury shares are owned by us they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to our shareholders nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of our shareholders.
|
|
(2)
|
According to information provided by the holders, the 4,016,842 ordinary shares beneficially owned by Mr. Nehama consist of: (i) 3,551,869 ordinary shares held by S. Nechama Investments (2008) Ltd., an Israeli company (“Nechama Investments”), which constitute approximately 33.1% of our outstanding ordinary shares, and (ii) 464,973 ordinary shares held directly by Mr. Nehama, which constitute approximately 4.3% of our outstanding ordinary shares. Mr. Nehama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any ordinary shares beneficially owned by Nechama Investments, which constitute (together with the shares held directly by him) approximately 37.4% of our outstanding ordinary shares.
|
|
(3)
|
The 454,524 ordinary shares beneficially owned by Mr. Raphael consist of: (i) 314,514 ordinary shares held by an BVI private company wholly-owned by Mr. Raphael, which constitute approximately 2.9% of our outstanding shares and (ii) 140,010 ordinary shares held directly by Mr. Raphael, which constitute approximately 1.3% of our outstanding shares. Mr. Raphael, as the sole officer, director and shareholder of such private company, may be deemed to indirectly beneficially own any ordinary shares beneficially owned by such private company, which constitute (together with the shares held directly by him) approximately 4.2% of our outstanding ordinary shares.
|
|
(4)
|
By virtue of their positions as sole directors of Kanir Investments Ltd. (“Kanir Ltd.”), the general partner in Kanir Joint Investments (2005) Limited Partnership (“Kanir”), Mr. Raphael’s position as majority shareholder of Kanir Ltd. and their position as limited partners in Kanir, Hemi Raphael and Ran Fridrich may be deemed to also indirectly beneficially own the 2,841,440 ordinary shares beneficially owned by Kanir, which constitute, together with their holdings, 30.7% and 27.8%, respectively, of our outstanding ordinary shares. Messrs. Raphael and Fridrich disclaim beneficial ownership of the shares held by Kanir.
|
|
(5)
|
By virtue of the 2008 Shareholders Agreement between Nechama Investments and Kanir (see “Item 7.A. Major Shareholders”), Mr. Nehama, Nechama Investments, Kanir and Messrs. Raphael and Fridrich may be deemed to be members of a group that holds shared voting power with respect to 6,393,309 ordinary shares, which together constitute approximately 59.5% of our outstanding ordinary shares, and holds shared dispositive power with respect to 5,380,277 ordinary shares, which constitute 50.1% of our outstanding ordinary shares. Accordingly, taking into account the shares directly held by Messrs. Nehama, Raphael (taking into account also shares held by the private company wholly-owned by him) and Fridrich, they may be deemed to beneficially own approximately 63.9%, 63.8% and 60.9%, respectively, of the outstanding ordinary shares. Mr. Nehama and Nechama Investments both disclaim beneficial ownership of the ordinary shares beneficially owned by Kanir and Kanir Ltd., Kanir and Messrs. Raphael and Fridrich all disclaim beneficial ownership of the shares held by Nechama Investments.
|
|
(6)
|
Our directors who are not subject to Management Services Agreement also hold outstanding options, all of which are currently exercisable. The directors hold, in the aggregate, options exercisable into 21,169 ordinary shares, which are currently exercisable or will become exercisable within 60 days from March 15, 2012.
|
|
(7)
|
Consists of options currently exercisable or that will become exercisable within 60 days from March 15, 2012.
|
|
Ordinary Shares
Beneficially Owned
(1)
|
Percentage of Ordinary Shares Beneficially Owned
|
|||||||
Shlomo Nehama (2)(5)
|
4,016,842 | 37.4 | % | |||||
Kanir Joint Investments (2005) Limited Partnership (“Kanir”) (3)(4)(5)(6)
|
2,841,440 | 26.5 | % | |||||
Zohar Zisapel (7)
|
565,004 | 5.2 | % | |||||
(1)
|
As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security as determined pursuant to Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from March 15, 2012 through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based on a total of 10,739,076 ordinary shares outstanding as of March 15, 2012. This number of outstanding ordinary shares does not include a total of 38,950 ordinary shares held at that date as treasury shares under Israeli law, all of which were repurchased by us. For so long as such treasury shares are owned by us they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid to our shareholders nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of our shareholders.
|
(2)
|
According to information provided by the holders, the 4,016,842 ordinary shares beneficially owned by Mr. Nehama consist of: (i) 3,551,869 ordinary shares held by S. Nechama Investments (2008) Ltd., an Israeli company (“Nechama Investments”), which constitute approximately 33.1% of our outstanding ordinary shares and (ii) 464,973 ordinary shares and held directly by Mr. Nehama, which constitute approximately 4.3% of our outstanding ordinary shares. Mr. Nehama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any ordinary shares owned by Nechama Investments, which constitute (together with his shares) approximately 37.4% of our outstanding ordinary shares.
|
(3)
|
According to information provided by the holder, Kanir is an Israeli limited partnership. Kanir Investments Ltd. (“Kanir Ltd.”), in its capacity as the general partner of Kanir, has the voting and dispositive power over the ordinary shares directly beneficially owned by Kanir. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the ordinary shares beneficially owned by Kanir. Messrs. Hemi Raphael and Ran Fridrich, who are members of our Board of Directors, are the sole directors of Kanir Ltd. and Mr. Raphael is a majority shareholder of Kanir Ltd. As a result, Messrs. Raphael and Fridrich may be deemed to indirectly beneficially own the ordinary shares beneficially owned by Kanir, which constitute, together with their holdings as set forth in footnote (4), 30.7% and 27.8%, respectively, of our outstanding ordinary shares. Kanir Ltd. and Messrs. Raphael and Fridrich disclaim beneficial ownership of such ordinary shares.
|
(4)
|
According to information provided by Hemi Raphael, Mr. Raphael beneficially owns 454,524 ordinary shares, consisting of: (i) 314,514 ordinary shares held by an BVI private company wholly-owned by Mr. Raphael, which constitute approximately 2.9% of our outstanding shares and (ii) 140,010 ordinary shares held directly by Mr. Raphael, which constitute approximately 1.3% of our outstanding shares. Mr. Raphael, as the sole officer, director and shareholder of such private company, may be deemed to indirectly beneficially own any ordinary shares beneficially owned by such private company, which constitute (together with the shares held directly by him) approximately 4.2% of our outstanding ordinary shares. According to information provided by Mr. Fridrich, Mr. Fridrich directly owns 148,567 ordinary shares, which constitute approximately 1.4% of our outstanding shares.
|
(5)
|
By virtue of the 2008 Shareholders Agreement, Mr. Nehama, Nechama Investments, Kanir, Kanir Ltd., and Messrs. Raphael and Fridrich may be deemed to be members of a group that holds shared voting power with respect to 6,393,309 ordinary shares, which constitute approximately 59.5% of our outstanding ordinary shares, and holds shared dispositive power with respect to 5,380,277 ordinary shares, which constitute 50.1% of the outstanding ordinary shares. Accordingly, taking into account the shares directly held by Messrs. Nehama, Raphael (taking into account also shares held by the private company wholly-owned by him) and Fridrich, they may be deemed to beneficially own approximately 63.7%, 63.8% and 60.9%, respectively, of our outstanding ordinary shares. Each of Mr. Nehama and Nechama Investments disclaims beneficial ownership of the ordinary shares beneficially owned by Kanir. Each of Kanir, Kanir Ltd. and Messrs. Raphael and Fridrich disclaims beneficial ownership of the ordinary shares beneficially owned by Nechama Investments. A copy of the 2008 Shareholders Agreement was filed with the SEC on March 31, 2008 as Exhibit 14 to an amendment to a Schedule 13D.
|
(6)
|
Bonstar, an Israeli company, currently holds 233,258 ordinary shares, which constitute approximately 2.2% of the outstanding ordinary shares. Bonstar is a limited partner of Kanir and assisted Kanir in the financing of the purchase of some of its ordinary shares. Accordingly, Bonstar may be deemed to be a member of a group with Kanir and its affiliates, although there are no agreements between Bonstar and either of such persons and entities with respect to the ordinary shares beneficially owned by each of them. Mr. Joseph Mor and Mr. Ishay Mor are the sole shareholders of Bonstar and Mr. Joseph Mor serves as the sole director of Bonstar. Messrs. Joseph Mor and Ishay Mor also hold, through a company jointly held by them, 175,000 ordinary shares, which constitute approximately 1.6% of the outstanding ordinary shares. By virtue of their control over Bonstar and the other company, Messrs. Joseph Mor and Ishay Mor may be deemed to indirectly beneficially own the 408,258 ordinary shares beneficially owned by Bonstar and by the other company, which constitute approximately 3.8% of the ordinary shares. Each of Bonstar and Messrs. Joseph Mor and Ishay Mor disclaims beneficial ownership of the ordinary shares beneficially owned by Kanir and Nechama Investments. The information included in this report is based on a Schedule 13D/A filed by, among others, Bonstar, Mr. Joseph Mor and Mr. Ishay Mor on December 22, 2010 and on other previous Schedule 13D filings by these persons.
|
(7)
|
According to public filings, Zohar Zisapel is an Israeli citizen. Pursuant to public filings made by Mr. Zisapel, the holdings of Mr. Zisapel consisted of: (i) 564,754 ordinary shares held by the Mr. Zisapel and (ii) 250 ordinary shares held of record by Lomsha Ltd., an Israeli company controlled by Mr. Zisapel. The information included in this report is based on a Schedule 13G/A filed by Mr. Zisapel on January 13, 2011.
|
Year
|
High (US)
|
Low (US)
|
||||||
2007
|
$ | 8.4 | $ | 4.3 | ||||
2008
|
7.5 | 4.7 | ||||||
2009
|
6.6 | 4.5 | ||||||
2010
|
7.5 | 5.1 | ||||||
2011
|
8.00 | 5.41 |
2010
|
||||||||
First Quarter
|
$ | 7.2 | $ | 5.8 | ||||
Second Quarter
|
7.0 | 5.1 | ||||||
Third Quarter
|
6.1 | 5.1 | ||||||
Fourth Quarter
|
7.5 | 5.2 |
2011
|
||||||||
First Quarter
|
$ | 7.2 | $ | 6.2 | ||||
Second Quarter
|
8.0 | 6.0 | ||||||
Third Quarter
|
7.09 | 5.98 | ||||||
Fourth Quarter
|
6.00 | 5.41 |
201
2
|
||||||||
First Quarter
|
$ | 6.55 | $ | 5.37 |
Most Recent Six Months
|
||||||||
March 2012 | $ | 6.55 | $ | 5.37 | ||||
February 2012 | 6.00 | 5.61 | ||||||
January 2012 | 6.00 | 5.53 | ||||||
December 2011 | 5.72 | 5.51 | ||||||
November 2011 | 6.00 | 5.66 | ||||||
October 2011 | 5.86 | 5.41 |
|
·
|
any amendment to the articles;
|
|
·
|
an increase in the company’s authorized share capital;
|
|
·
|
a merger; or
|
|
·
|
approval of related party transactions that require shareholder approval.
|
|
(1)
|
an individual citizen or resident of the United States,
|
|
(2)
|
a corporation or other entity taxable as a corporation for U.S. federal income tax purposes organized in or under the laws of the United States or any political subdivision thereof,
|
|
(3)
|
an estate the income of which is subject to U.S. federal income tax without regard to its source, or
|
|
(4)
|
a trust, if such trust was in existence on August 20, 1996 and has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or if (a) a court within the U.S. can exercise primary supervision over its administration and (b) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.
|
|
(1)
|
the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares,
|
|
(2)
|
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
|
|
(3)
|
the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
|
December 31, 2011
|
||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||
Profit or loss
|
Equity
|
Profit or loss
|
Equity
|
|||||||||||||
US$ thousands
|
||||||||||||||||
Change in the exchange rate of:
|
||||||||||||||||
5% in the Euro
|
(579 | ) | (579 | ) | 579 | 579 | ||||||||||
5% in NIS
|
20 | 20 | (20 | ) | (20 | ) |
December 31, 2011
|
||||
Profit or loss
|
||||
US$ thousands
|
||||
Increase of 1%
|
99 | |||
Increase of 3%
|
298 | |||
Decrease of 1%
|
(99 | ) | ||
Decrease of 3%
|
(239 | ) |
|
(i)
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
|
(iii)
|
provide reasonable assurance regarding prevention or timely protection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
2010
|
2011
|
|||||||
Audit Fees(1)
|
$ | 157 | $ | 93 | ||||
Audit-Related Fees(2)
|
$ | 20 | - | |||||
Tax Fees(3)
|
$ | 60 | $ | 23 | ||||
All Other Fees
|
- | - | ||||||
Total
|
$ | 238 | $ | 116 |
(1)
|
Professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements or services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements.
|
(2)
|
Professional services related to due diligence investigations.
|
(3)
|
Professional services rendered by our independent registered public accounting firm for international and local tax compliance, tax advice services and tax planning.
|
Period
|
(a) Total Number of Shares Purchased
(1)
|
(b) Average Price Paid per Share
(2)
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(3)
|
||||||||||||
November 1 – November 30
|
700 | $ | 5.9400 | 700 | $ | 2,996,000 | ||||||||||
December 1 – December 31
|
8,000 | $ | 5.5598 | 8,000 | $ | 2,951,000 |
|
(1)
|
All ordinary shares were repurchased pursuant to the share buyback program approved in September 2011 and were made in open-market transactions.
|
|
(2)
|
In US Dollars. The average price per share excludes commissions.
|
|
(3)
|
In US Dollars. As noted, future repurchases are subject to, among other things, the funds available for repurchase of shares based on the criteria set forth in the Companies Law.
|
Number
|
Description
|
1.1
|
Memorandum of Association of the Registrant (translated from Hebrew), reflecting amendments through June 9, 2011*
|
1.2
|
Second Amended and Restated Articles of the Registrant, reflecting amendments through June 9, 2011
|
2.1
|
Specimen Certificate for ordinary shares
|
2.2
|
Form of Subscription Agreement, between the Registrant and certain investors, executed in connection with a private placement completed in January and February 2007(1)
|
4.1
|
1998 Non-Employee Directors Share Option Plan(1)
|
4.2
|
2000 Stock Option Plan(1)
|
4.3
|
Form of Indemnification Agreement and Form of Exemption Letter between the Registrant and its officers and directors(2)
|
4.4
|
Management Services Agreement, by and among the Registrant, Kanir Joint Investments (2005) Limited Partnership and Meisaf Blue & White Holdings Ltd., effective as of March 31, 2008(3)
|
4.5
|
Engineering Procurement & Construction Contract for the Construction of a Photovoltaic System in Cingoli, between Ellomay PV One S.R.L. and Ecoware S.p.A., dated March 4, 2010 (portions translated from Italian)(4)*
|
4.6
|
Engineering Procurement & Construction Contract for the Construction of a Photovoltaic System in Senigallia, between Ellomay PV One S.R.L. and Ecoware S.p.A., dated March 4, 2010 (portions translated from Italian)(4)*
|
4.7
|
Side Agreement, between Ellomay PV One S.R.L. and Ecoware S.p.A., dated March 5, 2010(5)
|
4.8
|
Giaché Building Right Agreement (summary of Italian version)(6)*
|
4.9
|
Massaccesi Building Right Agreement (summary of Italian version)(6)*
|
4.10
|
Settlement Agreement and Release, dated July 27, 2010, between Ellomay Capital Limited and Hewlett-Packard Company(6)
|
4.11
|
Troia 8 Building Right Agreement (summary of Italian version)(6)*
|
4.12
|
Troia 9 Building Right Agreement (summary of Italian version)(6)*
|
4.13
|
Investment Agreement, among U. Dori Group Ltd., U. Dori Energy Infrastructures Ltd. and Ellomay Clean Energy Ltd. , dated November 25, 2010 (summary of Hebrew version)(6)*
|
4.14
|
Shareholders Agreement, among U. Dori Group Ltd., Ellomay Clean Energy Ltd. and U. Dori Energy Infrastructures Ltd., dated November 25, 2010 (summary of Hebrew version)(6)*
|
4.15
|
Agreement, between U. Dori Energy Infrastructures Ltd. and Israel Discount Bank Ltd., dated January 26, 2011 (summary of Hebrew version)(6)*
|
4.16
|
Engineering Procurement & Construction Contract for the Construction of a Photovoltaic Plant, between Urbe Techno S.r.l. and Pedale S.r.l., dated March 25, 2011 (portions translated or summarized from Italian)(6)*
|
Number | Description |
4.17
|
Acquafresca Building Right Agreement (summary of Italian version)*
|
4.18
|
D’Angella Building Right Agreement (summary of Italian version)*
|
4.19
|
Rinconada II Building Right Agreement (summary of Spanish version)*
|
8
|
List of Subsidiaries of the Registrant
|
12.1
|
Certification of Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) (Section 302 Certification)
|
12.2
|
Certification of Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) (Section 302 Certification)
|
13
|
Certification of Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) and Rule 15d-14(b) (Section 906 Certification)
|
15.1
|
Consent of Somekh Chaikin
|
15.2
|
Consent of Kost Forer Gabbay & Kasierer
|
15.3 |
Letter of Kost Forer Gabbay & Kasierer
|
*
|
The original language version is on file with the Registrant and is available upon request.
|
|
(1)
|
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2006 and incorporated by reference herein.
|
(2)
|
Previously filed with the Registrant’s Form 6-K dated November 24, 2009 and incorporated by reference herein.
|
(3)
|
Previously filed with the Registrant’s Form 6-K dated December 1, 2008 and incorporated by reference herein.
|
(4)
|
Previously filed with Amendment No. 2 to the Registrant’s Form 20-F for the year ended December 31, 2009 and incorporated by reference herein.
|
(5)
|
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2009 and incorporated by reference herein.
|
(6)
|
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2010 and incorporated by reference herein.
|
Ellomay Capital Ltd.
|
|||
|
By:
|
/s/ Ran Fridrich | |
Ran Fridrich
|
|||
Chief Executive Officer and Director
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|||
Ellomay Capital Ltd. and its
Subsidiaries
Consolidated Financial
Statements
As at December 31, 2011
|
Page
|
|
F-2-F-3 | |
F-4 | |
F-5 | |
F-6 | |
F-7-F-8 | |
F-9-F-71 |
/s/ Kost Forer Gabbay & Kasierer
|
|
Tel-Aviv, Israel
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KOST FORER GABBAY & KASIERER
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April 14, 2011
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A Member of Ernst & Young Global
|
December 31
|
December 31
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|||||||||||
2011
|
2010
|
|||||||||||
Note
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US$ in thousands
|
|||||||||||
Assets
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
3 | 28,917 | 76,583 | |||||||||
Short-term deposits
|
10,000 | - | ||||||||||
Restricted cash
|
4 | 16,412 | 728 | |||||||||
Trade receivables
|
88 | - | ||||||||||
Other receivables and prepaid expenses
|
5 | 6,875 | 1,904 | |||||||||
Assets attributed to discontinued operations
|
1B | - | 292 | |||||||||
62,292 | 79,507 | |||||||||||
Non-current assets
|
||||||||||||
Advance payments on account of investment
|
- | 3,612 | ||||||||||
Investments in equity accounted investees
|
6 | 13,047 | - | |||||||||
Property, plant and equipment
|
7 | 48,638 | 21,752 | |||||||||
Restricted cash
|
4 | 2,250 | 400 | |||||||||
Other assets
|
165 | 943 | ||||||||||
64,100 | 26,707 | |||||||||||
Total assets
|
126,392 | 106,214 | ||||||||||
Liabilities and Equity
|
||||||||||||
Current liabilities
|
||||||||||||
Loans and borrowings
|
9 | 12,129 | - | |||||||||
Accounts payable
|
2,790 | 2,820 | ||||||||||
Accrued expenses and other payables
|
8 | 14,593 | 4,551 | |||||||||
Liabilities attributed to discontinued operations
|
1B | 200 | 380 | |||||||||
29,712 | 7,751 | |||||||||||
Non-current liabilities:
|
||||||||||||
Finance lease obligations
|
10 | 6,114 | 5,228 | |||||||||
Long-term bank loans
|
11 | 5,115 | - | |||||||||
Other long-term liabilities
|
12 | 1,344 | 4,614 | |||||||||
Excess of losses over investment in equity accounted investee
|
46 | 55 | ||||||||||
12,619 | 9,897 | |||||||||||
Total liabilities
|
42,331 | 17,648 | ||||||||||
Equity
|
||||||||||||
Share capital
|
26,180 | 26,103 | ||||||||||
Share premium
|
76,403 | 76,266 | ||||||||||
Treasury stock
|
(49 | ) | - | |||||||||
Reserves
|
(3,504 | ) | 194 | |||||||||
Accumulated deficit
|
(14,969 | ) | (13,997 | ) | ||||||||
Total equity
|
84,061 | 88,566 | ||||||||||
Total liabilities and equity
|
126,392 | 106,214 |
For the year ended December 31
|
||||||||||||||||
2011
|
2010
|
2009
|
||||||||||||||
Note
|
US$ thousands (except per share date)
|
|||||||||||||||
Revenues
|
6,114 | - | - | |||||||||||||
Operating Costs
|
17B | 3,142 | - | - | ||||||||||||
Gross profit
|
2,972 | - | - | |||||||||||||
General and administrative expenses
|
17C | 3,128 | 3,211 | 1,931 | ||||||||||||
Operating loss
|
(156 | ) | (3,211 | ) | (1,931 | ) | ||||||||||
Finance income
|
17A | 1,971 | 1,480 | 1,366 | ||||||||||||
Finance expenses
|
17A | (3,209 | ) | (80 | ) | (9 | ) | |||||||||
Finance income (expenses), net
|
(1,238 | ) | 1,400 | 1,357 | ||||||||||||
Company’s share of losses of investee accounted
|
||||||||||||||||
for at equity
|
(596 | ) | (66 | ) | - | |||||||||||
Loss before taxes on income
|
(1,990 | ) | (1,877 | ) | (574 | ) | ||||||||||
Tax benefit (taxes on income)
|
18 | 1,018 | 44 | (69 | ) | |||||||||||
Loss from continuing operations
|
(972 | ) | (1,833 | ) | (643 | ) | ||||||||||
Income (loss) from discontinued operations, net of tax
|
- | 7,035 | (376 | ) | ||||||||||||
Net income (loss)
|
(972 | ) | 5,202 | (1,019 | ) | |||||||||||
Other comprehensive income (loss)
|
||||||||||||||||
Foreign currency translation adjustments
|
(3,698 | ) | 194 | - | ||||||||||||
Total other comprehensive income (loss)
|
(3,698 | ) | 194 | - | ||||||||||||
Total comprehensive income (loss)
|
(4,670 | ) | 5,396 | (1,019 | ) | |||||||||||
Basic net earnings (loss) per share
|
||||||||||||||||
Loss from continuing operations
|
(0.09 | ) | *(0.2 | ) | *(0.1 | ) | ||||||||||
Earnings from discontinued operations
|
- | *0.9 | ** | |||||||||||||
Net earnings (loss)
|
19 | (0.09 | ) | *0.7 | *(0.1 | ) | ||||||||||
Diluted net earnings (loss) per share
|
||||||||||||||||
Loss from continuing operations
|
(0.09 | ) | *(0.2 | ) | *(0.1 | ) | ||||||||||
Earnings from discontinued operations
|
- | *0.8 | ** | |||||||||||||
Net earnings (loss)
|
19 | (0.09 | ) | *0. 6 | *(0.1 | ) |
*
|
Adjusted for 1:10 reverse split – see Note 15E.
|
**
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Less than $0.01
|
Adjustments
|
||||||||||||||||||||||||
arising from
|
||||||||||||||||||||||||
translating
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||||||||||||||||||||||||
financial
|
||||||||||||||||||||||||
statements of
|
||||||||||||||||||||||||
Share
|
Share
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Accumulated
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Treasury
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foreign
|
||||||||||||||||||||
capital
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premium
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deficit
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stock
|
operations
|
Total
|
|||||||||||||||||||
US$ in thousands
|
||||||||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||
January 1, 2011
|
26,103 | 76,266 | (13,997 | ) | - | 194 | 88,566 | |||||||||||||||||
Loss for the period
|
- | - | (972 | ) | - | - | (972 | ) | ||||||||||||||||
Other comprehensive loss
|
- | - | - | - | (3,698 | ) | (3,698 | ) | ||||||||||||||||
Total comprehensive loss
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- | - | (972 | ) | - | (3,698 | ) | (4,670 | ) | |||||||||||||||
Transactions with owners
|
||||||||||||||||||||||||
of the Company, recognized
|
||||||||||||||||||||||||
directly in equity:
|
||||||||||||||||||||||||
Treasury stock
|
- | - | - | (49 | ) | - | (49 | ) | ||||||||||||||||
Exercise of warrants
|
77 | 105 | - | - | - | 182 | ||||||||||||||||||
Cost of share-based
|
||||||||||||||||||||||||
Payments
|
- | 32 | - | - | - | 32 | ||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||
December 31, 2011
|
26,180 | 76,403 | (14,969 | ) | (49 | ) | (3,504 | ) | 84,061 | |||||||||||||||
Balance as at
|
||||||||||||||||||||||||
January 1, 2010
|
16,820 | 72,407 | (19,199 | ) | - | - | 70,028 | |||||||||||||||||
Net income
|
- | - | 5,202 | - | - | 5,202 | ||||||||||||||||||
Other comprehensive
|
||||||||||||||||||||||||
Income
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- | - | - | - | 194 | 194 | ||||||||||||||||||
Total comprehensive
|
||||||||||||||||||||||||
income
|
- | - | 5,202 | - | 194 | 5,396 | ||||||||||||||||||
Transactions with owners
|
||||||||||||||||||||||||
of the Company, recognized
|
||||||||||||||||||||||||
directly in equity:
|
||||||||||||||||||||||||
Exercise of warrants
|
9,283 | 3,803 | - | - | - | 13,086 | ||||||||||||||||||
Cost of share-based
|
||||||||||||||||||||||||
payments
|
- | 56 | - | - | - | 56 | ||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||
December 31, 2010
|
26,103 | 76,266 | (13,997 | ) | - | 194 | 88,566 | |||||||||||||||||
Balance as at
|
||||||||||||||||||||||||
January 1, 2009
|
16,820 | 72,289 | (18,180 | ) | - | - | 70,929 | |||||||||||||||||
Loss for the period
|
- | - | (1,019 | ) | - | - | (1,019 | ) | ||||||||||||||||
Total comprehensive loss
|
- | - | (1,019 | ) | - | - | (1,019 | ) | ||||||||||||||||
Transactions with owners
|
||||||||||||||||||||||||
of the Company, recognized
|
||||||||||||||||||||||||
directly in equity:
|
||||||||||||||||||||||||
Cost of share-based
|
||||||||||||||||||||||||
payments
|
- | 118 | - | - | - | 118 | ||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||
December 31, 2009
|
16,820 | 72,407 | (19,199 | ) | - | - | 70,028 |
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ in thousands
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss)
|
(972 | ) | 5,202 | (1,019 | ) | |||||||
Income (loss) from discontinued operations
|
- | (7,035 | ) | 376 | ||||||||
Loss from continuing operations
|
(972 | ) | (1,833 | ) | (643 | ) | ||||||
Adjustments for
:
|
||||||||||||
Depreciation
|
1,685 | 22 | 11 | |||||||||
Interest income, net
|
(436 | ) | (611 | ) | (1,314 | ) | ||||||
Interest received
|
582 | 412 | 1,782 | |||||||||
Interest paid
|
(322 | ) | - | - | ||||||||
Increase (decrease) in derivatives
|
2,326 | (404 | ) | - | ||||||||
Cost of share-based payment
|
32 | 56 | 118 | |||||||||
Share of losses of investee accounted for at equity method
|
596 | 66 | - | |||||||||
Deferred tax
|
(144 | ) | - | - | ||||||||
Decrease (increase) in other receivable and prepaid expenses
|
(6,285 | ) | (2,424 | ) | 55 | |||||||
Increase in trade receivables
|
(95 | ) | - | - | ||||||||
Increase in other assets
|
345 | (373 | ) | (17 | ) | |||||||
Increase in accrued severance pay, net
|
17 | - | - | |||||||||
Increase (decrease) in accounts payable
|
(35 | ) | 2,815 | 7 | ||||||||
Decrease in other payables and accrued expenses
|
(448 | ) | (2,161 | ) | (300 | ) | ||||||
(2,182 | ) | (2,602 | ) | 342 | ||||||||
Net cash used in operating activities from
|
||||||||||||
continuing operations
|
(3,154 | ) | (4,435 | ) | (301 | ) | ||||||
Net cash generated from (used in) operating activities from
|
||||||||||||
discontinued operations
|
112 | (432 | ) | (940 | ) | |||||||
Net cash used in operating activities
|
(3,042 | ) | (4,867 | ) | (1,241 | ) |
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ in thousands | ||||||||||||
Purchase of property and equipment
|
(24,937 | ) | (14,765 | ) | (152 | ) | ||||||
Advance on account of investment
|
- | (3,546 | ) | - | ||||||||
Investment in equity accounted investees
|
(10,765 | ) | - | - | ||||||||
Investment in long-term deposits
|
- | (400 | ) | - | ||||||||
Settlement of forward contract
|
465 | - | - | |||||||||
Deposit in restricted cash
|
(17,560 | ) | (728 | ) | - | |||||||
Investment (Proceeds) from short-term bank deposits
|
(10,000 | ) | - | 49,000 | ||||||||
Net cash generated from (used in) investing activities
|
||||||||||||
from continuing operations
|
(62,797 | ) | (19,439 | ) | 48,848 | |||||||
Net cash generated from investing activities from
|
||||||||||||
discontinued operations
|
- | 7,280 | 694 | |||||||||
Net cash generated from (used in) investing activities
|
(62,797 | ) | (12,159 | ) | 49,542 | |||||||
Cash flows from financing activities:
|
||||||||||||
Short-term loans
|
12,914 | - | - | |||||||||
Treasury stock
|
(49 | ) | - | - | ||||||||
Proceeds from sale and lease back financing
|
2,166 | 5,228 | - | |||||||||
Proceeds from long-term loans
|
5,808 | - | - | |||||||||
Proceeds from warrants exercised
|
182 | 13,086 | - | |||||||||
Net cash generated from financing activities from
|
||||||||||||
continuing operations
|
21,021 | 18,314 | - | |||||||||
Net cash generated from financing activities
|
21,021 | 18,314 | - | |||||||||
Exchange differences on balances of cash and
|
||||||||||||
cash equivalents
|
(2,848 | ) | 15 | - | ||||||||
Increase in cash and cash equivalents
|
(47,666 | ) | 1,303 | 48,301 | ||||||||
Cash and cash equivalents at the beginning of year
|
76,583 | 75,280 | 26,979 | |||||||||
Cash and cash equivalents at the end of the year
|
28,917 | 76,583 | 75,280 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
|
A.
|
Ellomay Capital Ltd. (hereinafter - the "Company") (formerly: NUR Macroprinters Ltd.), an Israeli Company who operates in the photovoltaic industry in Italy and has invested in several Israeli entities and whose plan of operation is to operate in the Italian PV field and manage its investments in the Israeli market and with respect to the remaining funds the Company holds, to identify and evaluate additional suitable business opportunities in the energy and infrastructure fields, including in the renewable energy field, through direct or indirect investment in energy manufacturing plants and through acquisition of all or part of an existing business, pursuing business combinations or otherwise.
|
|
B.
|
Until February 29, 2008, the Company and its subsidiaries developed, manufactured, sold and provided support services for digital wide format and super-wide format printing systems for on-demand, short-run printing as well as related consumable products. On February 29, 2008 (the "Closing Date"), the sale of this business to Hewlett-Packard Company ("HP" and the "HP Transaction") was finalized. Prior to the Closing Date, the Company operated through wholly-owned subsidiaries for sales, support services and marketing of the Company's products in their country or region of domicile, some of which were sold to HP. A majority of the remaining subsidiaries were dissolved during 2008 through 2011.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
December 31
|
December 31
|
|||||||
2011
|
2010
|
|||||||
US$ thousands
|
US$ thousands
|
|||||||
Assets
|
||||||||
Legal claim receivable
|
- | 268 | ||||||
Other
|
- | 24 | ||||||
Total Assets
|
- | 292 |
December 31
|
December 31
|
|||||||
2011
|
2010
|
|||||||
US$ thousands
|
US$ thousands
|
|||||||
Liabilities
|
||||||||
Accrued expenses and other liabilities
|
200 | 380 | ||||||
Total Liabilities
|
200 | 380 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
C.
|
Definitions:
|
A.
|
Basis of preparation of the financial statements
|
|
1.
|
The consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.
|
2.
|
Consistent accounting policies
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
A.
|
Basis of preparation of the financial statements (cont’d)
|
3.
|
Measurement basis
|
|
B.
|
Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
B.
|
Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements (cont’d)
|
|
C.
|
Functional and presentation currency
|
|
1.
|
These consolidated financial statements are presented in US dollars which is the Company's functional currency, and have been rounded to the nearest thousand. The US dollar is the currency that represents the principal economic environment in which the Company operates.
|
|
2.
|
The functional currency is examined for the Company and for each of the subsidiaries separately. The functional currency of the Company's Italian subsidiaries' was determined to be the EURO and for the equity investment it was determined to be the NIS.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
C.
|
Functional and presentation currency (cont’d)
|
2.
|
(cont’d)
|
|
a)
|
Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet.
|
|
b)
|
Income and expenses for each period presented in the statement of comprehensive income (loss) are translated at average exchange rates for the presented periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of the transactions.
|
|
c)
|
Share capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of issuance.
|
|
d)
|
Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevant transactions during the period are translated as described in b) and c) above.
|
|
e)
|
All resulting translation differences are recognized as a separate component of other comprehensive income (loss) in equity "adjustments arising from translating financial statement of foreign operations".
|
3.
|
Transactions, assets and liabilities in foreign currency:
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
D.
|
Basis of consolidation and equity method accounting
|
1.
|
Subsidiaries
|
2.
|
Transactions eliminated upon consolidation
|
3.
|
Investment in investee accounted for using the equity method accounting
|
E.
|
Cash and cash equivalents
|
F.
|
Short term deposits
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
G.
|
Property, plant and equipment
|
%
|
Mainly %
|
||
Office furniture and equipment
|
6-33
|
33
|
|
Photovoltaic plants
|
5
|
5
|
|
Leasehold improvements
|
Over the shorter of the lease period or the life of the asset
|
7
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
(1)
|
IFRS 9 (2010),
Financial Instruments
(“the Standard”)
– The Standard is one of the stages in a comprehensive project to replace IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39") and it replaces the requirements included in IAS 39 regarding the classification and measurement of financial assets and financial liabilities.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
(2)
|
IFRS 10 Consolidated Financial Statements ( “IFRS 10”). IFRS 10
replaces the requirements of IAS 27 Consolidated and Separate Financial Statements (“IAS 27”) and the requirements of SIC-12 Consolidation – Special Purpose Entities (“SIC 12”) with respect to the consolidation of financial statements, so that the requirements of IAS 27 will continue to be valid only for separate financial statements.
|
|
●
|
IFRS 10 introduces a model that requires applying judgment and analyzing all the relevant facts and circumstances for determining who has control and is required to consolidate the investee.
|
|
●
|
IFRS 10 introduces a single control model that is to be applied to all investees, both those presently in the scope of IAS 27 and those presently in the scope of SIC-12.
|
|
●
|
De facto power should be considered when assessing control. This means that the existence of de facto control could require consolidation.
|
|
●
|
When assessing control, all substantive potential voting rights will be taken into account, and not only potential voting rights that are currently exercisable. The structure, reasons for existence and conditions of potential voting rights should be considered.
|
|
●
|
IFRS 10 provides guidance on the determination of whether a decision maker is acting as an agent or as a principal when assessing whether an investor controls an investee.
|
|
●
|
IFRS 10 provides guidance on when an investor would assess power over portion of the investee (silos), that is over specified assets and liabilities or groups of assets and liabilities of the investee.
|
|
●
|
IFRS 10 provides a definition of protective rights, while there is no such definition in existing IFRS.
|
|
●
|
The exposure to risks and rewards of an investee does not on its own determine that the investor has control over an investee, rather it is one of the factor of control analysis.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
●
|
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
|
|
●
|
Joint operations – The parties with joint control have rights to the assets and obligations for the liabilities, relating to the arrangement, regardless of whether or not the joint arrangement is structured in a separate vehicle
|
|
●
|
The accounting treatment of joint operations is similar to the accounting treatment in IAS 31 for jointly controlled assets and operations. This means that assets, liabilities and transactions are recognized and accounted for according to the relevant standards.
|
|
●
|
Joint ventures – All joint arrangements structured in a separate vehicle in which the parties with joint control have rights to the net assets of the joint arrangement.
|
|
●
|
Joint ventures shall only be accounted for using the equity method (the option to apply the proportionate consolidation method has been removed).
|
|
●
|
Accounting treatment for transition from significant influence to joint control, or vice versa – IAS 28 (2011) eliminates the existing requirement to remeasure the existing or retained interest in the investment to fair value.
|
|
●
|
According to IAS 28 (2011), IFRS 5 applies to an investment, or a portion of an investment, in an associate or a joint venture, that meets the criteria to be classified as held for sale. Until the disposal of the portion of the investment that has been classified as held for sale, the equity method continues to be applied on the portion of the investment that has not been classified as held for sale.
|
(3)
|
IFRS 13 Fair Value Measurement (“IFRS 13”).
IFRS 13 replaces the fair value measurement guidance contained in individual IFRSs with a single source of fair value measurement guidance. It defines fair value, establishes a framework for measuring fair value and sets out disclosure requirements for fair value measurements. IFRS 13 does not introduce new requirements to measure assets or liabilities at fair value.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
(4)
|
Amendment to IAS 1, Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income (“the Amendment”).
The IAS 1 Amendment changes the presentation of items of other comprehensive income (“OCI”) in the financial statements, so that items of OCI that may be reclassified to profit or loss in the future, would be presented separately from those that would never be reclassified to profit or loss. Additionally, the IAS 1 Amendment changes the title of the Statement of Comprehensive Income to Statement of Profit or Loss and Other Comprehensive Income. However, entities are still allowed to use other titles. The IAS 1 Amendment is effective for annual periods beginning on or after July 1, 2012. The IAS 1 amendment will be applied retrospectively. Early adoption is permitted providing that disclosure is provided.
|
(5)
|
Amendment to IAS 19, Employee Benefits (“the Amendment”).
The IAS 19 Amendment introduces a number of changes to the accounting treatment of employee benefits.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
(6)
|
Amendment to IFRS 7 Financial Instruments: Disclosures, Transfers of Financial Assets (“the IFRS 7 Amendment”) –
The IFRS 7 Amendment introduces new disclosure requirements regarding transfers of financial assets, including disclosures for:
|
|
●
|
Financial assets that were not derecognized in their entirety, including disclosures of the risks and rewards associated with these assets, the relationship between the transferred assets and the associated liabilities, the restrictions on the Company’s use of the assets and so forth; and
|
|
●
|
Financial assets that were derecognized in their entirety but the entity has a continuing involvement in them, including the carrying amount and fair value that represents the Company’s involvement in these assets, the Company’s maximum exposure to losses from these assets, an analysis of the undiscounted cash flows as well as the gain or loss from the transfer of the asset and the income or expense arising from the Company’s continuing involvement in the asset.
|
(7)
|
Amendment to IAS 12 Income Taxes, Deferred Tax on Investment Property ( “the IAS 12 Amendment”).
The IAS 12 Amendment introduces a rebuttable presumption by which deferred taxes on investment property measured using the fair value model in IAS 40 Investment calculated under the assumption that recovery of the carrying amount of investment property will normally be through sale. Nevertheless, the presumption can be rebutted when the investment property is depreciable and the objective of holding the asset according to the Company’s business model is to consume substantially all the economic benefits inherent in the asset over its life. The IAS 12 Amendment is applicable also to the calculation of deferred taxes on investment property acquired in a business combination accounted for according to IFRS 3 Business Combinations, if the subsequent measurement of the investment property is according to the fair value model.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
||||||||
Cash available for immediate withdrawal
|
8,650 | 11,196 | ||||||
Cash equivalents – short-term bank deposits (*)
|
20,267 | 65,387 | ||||||
28,917 | 76,583 |
|
(*)
|
The annual interest rate for deposits as of December 31, 2011, is 0.125% - 0.95% (0.25% - 1.05% as of December 31, 2010).
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
||||||||
Deposits (1)
|
724 | 728 | ||||||
Short-term bank deposits (2)
|
15,688 | - | ||||||
Short-term restricted cash
|
16,412 | 728 | ||||||
Long-term restricted cash (3)
|
2,250 | 400 |
|
(1)
|
These deposits were used to secure obligations towards the land owners of two of the Company’s Photovoltaic plants.
|
|
(2)
|
Bank deposits securing the Company's short term bank loans (see Note 9). The annual interest rate as of December 31, 2011, is 0.45%.
|
|
(3)
|
Bank deposits securing the Company's swap contracts (see Notes 10 and 11). The interest rate as of
December 31, 2011, is 1.25%.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
||||||||
Government authorities
|
2,323 | 223 | ||||||
Income receivable
|
4,027 | - | ||||||
Interest receivable
|
133 | 298 | ||||||
Forward contract
|
- | 465 | ||||||
Prepaid expenses and other
|
392 | 918 | ||||||
6,875 | 1,904 |
|
A.
|
Information about investee companies
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
A.
|
Information about investee companies (cont'd)
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
A.
|
Information about investee companies (cont'd)
|
|
B.
|
Composition of the investments
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
US$ thousands
|
|||||||
Investment in shares (C)
|
12,760 | - | ||||||
Long-term loans
|
235 | - | ||||||
Option to acquire additional shares
|
52 | - | ||||||
13,047 | - |
|
C.
|
Details regarding attributed surplus costs and goodwill arising from the acquisition of affiliates
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
US$ thousands
|
|||||||
Customer portfolio (*)
|
5,234 | - | ||||||
Deferred tax
|
(1,297 | ) | - | |||||
Goodwill
|
262 | - | ||||||
Balance of attributed surplus cost
|
4,199 | - |
|
(*)
|
The estimated useful life of the customer portfolio and related deferred tax was determined to be 23 years and will begin when the construction of the power plant is completed and it begins operating.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
D.
|
Changes in investments
|
2011
|
2010
|
|||||||
US$ thousands
|
US$ thousands
|
|||||||
Balance as at January 1 (**)
|
3,612 | - | ||||||
Investment in investee (**)
|
10,193 | 3,612 | ||||||
Grant of long term loans
|
235 | - | ||||||
Reevaluation of option to acquire additional shares
|
(46 | ) | - | |||||
The Company’s share of losses
|
(351 | ) | - | |||||
Foreign currency translation adjustments
|
(596 | ) | - | |||||
Balance as at December 31
|
13,047 | 3,612 |
|
(**) The balance as of December 31, 2010 and January 1, 2011, represents advances payments on account of investment.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Summary financial data for investees, not adjusted for the percentage ownership held by the Company
|
|
(a)
|
Summary information on financial position
|
Equity
|
||||||||||||||||||||||||||||||||
attributable
|
||||||||||||||||||||||||||||||||
to the
|
||||||||||||||||||||||||||||||||
Non-
|
Non-
|
owners of
|
||||||||||||||||||||||||||||||
Rate of
|
Current
|
current
|
Total
|
Current
|
current
|
Total
|
the
|
|||||||||||||||||||||||||
ownership
|
assets
|
assets
|
assets
|
liabilities
|
liabilities
|
liabilities
|
Company
|
|||||||||||||||||||||||||
%
|
US$ thousands
|
|||||||||||||||||||||||||||||||
2011
|
||||||||||||||||||||||||||||||||
Dori Energy
|
40 | 30 | 9,069 | 9,099 | (7 | ) | (645 | ) | (652 | ) | 8,447 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Summary financial data for investees, not adjusted for the percentage ownership held by the Company (cont’d)
|
|
(b)
|
Summary information on operating results
|
Rate of
ownership
|
Profit (loss)
for the year
|
|||||||
2011
|
%
|
US$ thousands
|
||||||
Dori Energy
|
40 | (351 | ) |
Photovoltaic
Plants
|
Office
furniture and
equipment
|
Leasehold
improvements
|
Total
|
|||||||||||||
US$ thousands
|
||||||||||||||||
Cost
|
||||||||||||||||
Balance as at January 1, 2010
|
- | 99 | 53 | 152 | ||||||||||||
Additions
|
21,553 | 8 | 13 | 21,574 | ||||||||||||
Effect of changes in exchange rates
|
59 | - | - | 59 | ||||||||||||
Balance as at December 31, 2010
|
21,612 | 107 | 66 | 21,785 | ||||||||||||
Balance as at January 1, 2011
|
21,612 | 107 | 66 | 21,785 | ||||||||||||
Additions
|
30,603 | 8 | 6 | 30,617 | ||||||||||||
Effect of changes in exchange rates
|
(2,046 | ) | - | - | (2,046 | ) | ||||||||||
Balance as at December 31, 2011
|
50,169 | 115 | 72 | 50,356 | ||||||||||||
Depreciation
|
||||||||||||||||
Balance as at January 1, 2010
|
- | 7 | 4 | 11 | ||||||||||||
Depreciation for the year
|
- | 15 | 7 | 22 | ||||||||||||
Effect of changes in exchange rates
|
- | - | - | |||||||||||||
Balance as at December 31, 2010
|
- | 22 | 11 | 33 | ||||||||||||
Balance as at January 1, 2011
|
- | 22 | 11 | 33 | ||||||||||||
Depreciation for the year
|
1,751 | 16 | 10 | 1,777 | ||||||||||||
Effect of changes in exchange rates
|
(92 | ) | - | - | (92 | ) | ||||||||||
Balance as at December 31, 2011
|
1,659 | 38 | 21 | 1,718 | ||||||||||||
Carrying amounts
|
||||||||||||||||
As at January 1, 2010
|
- | 92 | 49 | 141 | ||||||||||||
As at December 31, 2010
|
21,612 | 85 | 55 | 21,752 | ||||||||||||
As at December 31, 2011
|
48,510 | 77 | 51 | 48,638 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
A.
|
Investment in Photovoltaic Plants
|
Cost included in the
|
||||||
PV Plant Title
|
Capacity*
|
Connection to Grid
|
Book value
|
|||
US$ in thousands
|
||||||
“Troia 8”
|
995.67 kWp
|
January 14, 2011
|
4,309
|
|||
“Troia 9”
|
995.67 kWp
|
January 14, 2011
|
4,279
|
|||
“Del Bianco”
|
734.40 kWp
|
April 1, 2011
|
2,598
|
|||
“Giaché”
|
730.01 kWp
|
April 14, 2011
|
3,427
|
|||
“Costantini”
|
734.40 kWp
|
April 27, 2011
|
2,632
|
|||
“Massaccesi”
|
749.7 kWp
|
April 29, 2011
|
3,412
|
|||
“Galatina”
|
994.43 kWp
|
May 25, 2011
|
5,152
|
|||
“Pedale
|
2,993 kWp
|
May 31, 2011
|
14,783
|
|||
“Acquafresca”
|
947.6 kWp
|
June 2011
|
3,988
|
|||
“D‘Angella”
|
930.5 kWp
|
June 2011
|
3,930
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
||||||||
Employees and payroll accruals
|
62 | 160 | ||||||
Government authorities
|
32 | 319 | ||||||
SWAP related balances
|
441 | 140 | ||||||
Tax provision
|
3,680 | - | ||||||
Payable in connection with photovoltaic plants
|
9,000 | 2,670 | ||||||
Accrued expenses
|
1,378 | 1,262 | ||||||
14,593 | 4,551 |
Interest
|
|||||||||
Linkage
|
rate
|
December 31
|
|||||||
terms
|
2011
|
2011
|
|||||||
%
|
US$ thousands
|
||||||||
Maturities on long term loans (refer to notes 10 and 11)
|
EURIBOR
|
1.6-3.43 | 498 | ||||||
Short term bank loans (1)
|
EURO LIBOR
|
0.75 | 11,631 | ||||||
12,129 |
|
(1)
|
During 2011 the Company received short term bank loans renewable each month in the aggregate amount of Euro 9,000 thousand ($11,631 thousand) linked to the EURO LIBOR monthly rate.
|
Linkage
|
Interest rate
|
December 31
|
|||||||
terms
|
2011
|
2011
|
|||||||
%
|
US$ thousands
|
||||||||
Leasing institution
|
EURIBOR
|
3.43 | 6,114 |
|
1.
|
On December 31, 2010 two wholly-owned Italian subsidiaries of the Company entered into financial leasing agreements, the “Leasing Agreements” in the amount of Euro 3,000 thousand each (Euro 6,000 thousand in total) for the financing of the companies, with the following terms: nominal annual interest rate of 3.43%. Monthly payments in the amount of Euro 20 thousand, commencing 210 days after issuance, for the duration of the Leasing Agreements (17 years) which are linked to the EURIBOR monthly average Euro Interbank Offered Rate. As of December 31, 2011 the first two drawdowns under the Leasing Agreements were received in the aggregate amount of approximately Euro 5 million (approximately $6,483 thousand) net of expenses capitalized in the amount of approximately Euro 1.142 million (approximately $1,476 thousand) comprised mainly of Cadastral tax and VAT paid in connection with the Leasing Agreements.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
2.
|
The Leasig Agreements includes the following covenants:
|
|
a.
|
A declaration that the shareholders credit towards the two Italian wholly-owned subsidiaries will be subordinated to the leasing company’s credit;
|
|
b.
|
The Company undertook not to transfer the entire holdings in two wholly-owned Italian subsidiaries and shares not exceeding 20% of its holdings in the wholly-owned Luxembourgian subsidiary that wholly-owns the two Italian subsidiaries;
|
c.
|
The Company undertook to assign (as guarantee) the receivables from GSE; and
|
|
d.
|
The Company undertook encumber in favor of the leasing company the rights in connection with the guarantees provided under the EPC and O&M agreements.
|
|
3.
|
The Company accounted for the transaction as a sale and a finance leaseback as the Company retained the significant risks and benefits of ownership related to its relevant PV Plants . The carrying value of the photovoltaic plants was left unchanged, with the sales proceeds recorded as a finance lease obligation accounted for under IAS 39.
|
December 31
|
December 31
|
|||||||
2011
|
2010
|
|||||||
$ thousands
|
$ thousands
|
|||||||
First year (current maturities)
|
298 | - | ||||||
Second year
|
312 | 214 | ||||||
Third year
|
319 | 253 | ||||||
Fourth year
|
330 | 262 | ||||||
Fifth year
|
341 | 271 | ||||||
Sixth year and thereafter
|
4,812 | 4,228 | ||||||
6,412 | 5,228 | |||||||
Less current maturities
|
298 | - | ||||||
Long-term finance lease obligation
|
6,114 | 5,228 |
|
C.
|
In order to manage the interest – rate risk resulting from financing institutions in Italy linked to the Euribor, the Company executed swap transactions.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Interest
|
|||||||||
Linkage
|
rate
|
December 31
|
|||||||
terms
|
2011
|
2011
|
|||||||
%
|
US$ thousands
|
||||||||
Bank loans
|
EURIBOR
|
1.6-2 | 5,115 |
|
1.
|
On February 17, 2011, one of the Company's Italian subsidiaries entered into a project finance facilities credit agreement (the “Finance Agreement”) with an Italian bank. Pursuant to the Finance Agreement two lines of credit in the aggregate amount of Euro 4.65 million were provided:
|
|
(i)
|
a Senior Loan, to be applied to the costs of construction of the PV Plants (up to 80% of the relevant amount), in the amount of Euro 4.1 million, accruing interest at the EURIBOR rate, increased by a margin of 200 basis points per annum, to be repaid in six-monthly installments; and
|
|
(ii)
|
a VAT Line, for payment of VAT due on the costs of construction in the amount of Euro 0.55 million, accruing interest at the EURIBOR rate, increased by 160 basis points per annum, to be repaid in one payment on December 31, 2013.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
December 31
|
||||
2011
|
||||
$ thousands
|
||||
First year (current maturities)
|
200 | |||
Second year
|
875 | |||
Third year
|
240 | |||
Fourth year
|
252 | |||
Fifth year
|
265 | |||
Sixth year and thereafter
|
3,483 | |||
5,315 | ||||
Less current maturities
|
200 | |||
Long-term loans
|
5,115 |
|
C.
|
In order to manage the interest – rate risk resulting from financing institutions in Italy linked to the Euribor, the Company executed a swap transaction.
|
December 31
|
December 31
|
|||||||
2011
|
2010
|
|||||||
$ thousands
|
$ thousands
|
|||||||
Provision for tax uncertainties
|
- | 4,600 | ||||||
Swap contracts
|
1,322 | - | ||||||
Liabilities for employees benefits
|
22 | 14 | ||||||
1,344 | 4,614 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
-
|
An EPC Contract, which governs the installation, testing and commissioning of a photovoltaic plant by the respective Contractor;
|
|
-
|
An Operation and Maintenance Agreement (an "O&M Agreement"), which governs the operation and maintenance of the photovoltaic plant by the respective Contractor;
|
|
-
|
When applicable, agreement between the Company's relevant Italian subsidiary and the Contractor, whereby the panels required for the construction of the photovoltaic plant will be purchased by such Italian subsidiary directly from a third party supplier of such panels, and then transferred to the Contractor;
|
-
|
A number of ancillary agreements, including:
|
|
*
|
One or more "building rights agreements" with the land owners, which provide the terms and conditions for the lease of land on which the photovoltaic plants are constructed and operated.
|
|
*
|
Standard "incentive agreements" with Gestoredei Servizi Elettrici ("GSE"), Italy's energy regulation agency responsible, inter-alia, for incentivizing and developing renewable energy sources in Italy and purchasing energy and re-selling it on the electricity market. The incentive agreements will be entered into prior to connection of the each of the EPC Projects to the Italian national grid. Under such agreement, it is anticipated that GSE will grant the applicable feed-in tariff governing the purchase of electricity.
|
|
*
|
One or more "power purchase agreements" with GSE, specifying the power output to be purchased by GSE for resale and the consideration in respect thereof.
|
|
*
|
One or more "interconnection agreements" with the Enel Distribuzione S.p.A ("ENEL"), the Italian national electricity grid operator, which provide the terms and conditions for the connection to the Italian national grid.
|
|
*
|
A stock purchase agreement in the event the Company acquires a plant that is under construction or is already constructed.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
B.
|
Agreement to receive participation interest
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Operating
|
||||
lease
|
||||
US$ thousands
|
||||
Year ended December 31
|
||||
2012
|
245 | |||
2013
|
232 | |||
2014
|
232 | |||
2015
|
232 | |||
2016 and thereafter
|
2,384 | |||
Total minimum lease payments
|
3,325 |
|
1.
|
During 2002, a customer filed a lawsuit in China against a subsidiary alleging bad quality of products. The court ruled on April 2003 that the subsidiary should reimburse the customer with the amount of approximately $ 281 thousand as of December 31, 2011. Following an appeal filed by the subsidiary, the court ruled in September 2003 in favor of the end-user. The subsidiary is in the process of liquidation since 2003 and has no assets; therefore the plaintiff has no remedy against the subsidiary. In August 2011 legal counsel for the customer approached the Company alleging its responsibility for payment of the amounts due pursuant to the court ruling and an additional amount of $100 thousand and in October 2011 the customer declared its creditor’s rights as part of the process of the liquidation of the subsidiary in an aggregate amount of approximately $ 383 thousand as of December 31, 2011., which includes interest up to the date of their demand. The Company responded rejecting the allegations made and the demands for payment by the Company of the subsidiary’s alleged debts. Based on management's estimation and the opinion of its legal counsel, it is unlikely that the Company will be required to pay the amount ruled against the subsidiary in China. Therefore, no provision was recorded with respect to this claim.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
2.
|
During 2002, a customer filed a lawsuit in China against a subsidiary seeking reimbursement in the amount of $400 thousand alleging bad quality of products. In July 2005, the court ruled that the subsidiary is to reimburse the customer an amount of $298 thousand as of December 30, 2011. The subsidiary no longer operates in China and under current law the ruling in China is not enforceable in Hong Kong. The subsidiary notified the customer in March 2006 that it intends to vigorously defend itself if claims were to be submitted to the court in Hong Kong. To date, the customer has not filed any claim in Hong Kong. Based on management's estimation and the opinion of its legal counsel, it is unlikely that the Company will be required to pay the amount ruled against the subsidiary in China. Therefore, no provision was recorded with respect to this claim.
|
|
3.
|
In September 2003, the Company filed a lawsuit against a former distributor of the Company, for the collection of unpaid invoices in the amount of $491 thousand as of December 31, 2011. In February 2004, the former distributor filed a statement of defense denying the Company's claims and it also filed a counter-claim for alleged damages caused to it by the Company in the amount of $211 thousand as of December 31, 2011. Based on the opinion of its legal counsel, management believes that the counterclaim filed by the former distributor is without merit and that a loss is not probable. Therefore, a provision was not recorded with respect to this claim.
|
|
4.
|
In December 2003, a customer of a subsidiary filed a lawsuit alleging that a machine purchased by it failed to perform. The customer sought reimbursement of the purchase price paid by it in the amount of $290 thousand. During 2006 we launched a counter claim to this lawsuit for the collection of unpaid outstanding invoices. On May 15, 2010, a settlement agreement was reached between the customer and the Company in connection with the Company’s claim for unpaid invoices whereby the Company is entitled to receive an aggregate consideration of $270 thousand to be received in installments.
|
|
5.
|
In February 2007, a claim was filed against the Company and one of its former officers by a person claiming to have been an agent of the Company in West Africa for commissions on sales of printers. The claim is for NIS 3,000 thousand ($785 thousand as of December 31, 2011). The Company filed a statement of defense denying all claims, both with respect to the causes of action and with respect to the factual allegations in the claim. The plaintiff's filed a motion with the Court to strike the Company’s Statement of Defense, which was rejected. The plaintiff's filed a motion to appeal to the Supreme Court. That motion was rejected in July 2010. Both parties filed their affidavits and a request by the plaintiffs to summon a former officer of the Company’s subsidiary was rejected and an appeal on such rejection was denied. In January 2012 an evidence session was held in the Tel Aviv District Court in which witnesses testified on behalf of the plaintiffs and the Company and the court scheduled dates for submission of summaries in connection with the plaintiffs’ request to disclose the Company’s accounts. Based on management's estimation and the opinion of its legal counsel, no provision was recorded with respect to this claim.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
6.
|
In September 2010 a claim was filed with the Court of Brescia, Italy against the Company and against HP and several of its subsidiaries by a former customer asking the declaration of invalidity or voidness or termination of the supply of agreements in connection with five printers it purchased between 2004 - 2006 alleging the defectiveness of the printers (in particular, the lack of the essential safety qualifications and relevant certifications) and requesting damages in the aggregate amount of Euro 2,500 thousand plus VAT (approximately $ 3,230 thousand plus VAT). The Company was sued based on its past ownership of the seller of the printers, NUR Europe (which was sold to HP in connection with the HP Transaction). In March 2011, the Company filed its statement of defense, claiming lack of standing, lack of jurisdiction and sole responsibility of NUR Europe as the seller of the printers. The other defendants also raised the lack of jurisdiction claim and also claimed compliance and fulfillment of the purchase agreements. The same former customer also filed cautionary proceedings for interim relief in the form of the aforementioned payment with the Court of Brescia, Italy, to which all other parties objected and which was rejected by the court on March 14, 2011 in a decision that was not appealed by the former customer and therefore became final. The parties to the claim are now required to file their final briefs and a final hearing date is scheduled for May 3, 2012. The Company has required that HP pay its legal fees in connection with this claim based on the settlement agreement executed with HP in July 2010 and has not yet resolved this issue with HP. Based on management's estimation and the opinion of its legal counsel, no provision was recorded with respect to this claim.
|
|
A.
|
On December 30, 2008, the Company's shareholders approved the terms of a management services agreement entered into among the Company, Kanir Joint Investments (2005) Limited Partnership ("Kanir") and Meisaf Blue & White Holdings Ltd. ("Meisaf"), a company controlled by the Company's chairman of the board and controlling shareholder, effective as of March 31, 2008 (the "Management Agreement"). According to the Management Agreement, Kanir and Meisaf, through their employees, officers and directors, provide assistance to the Company in all aspects of the new operations process, including but not limited to, any activities to be conducted in connection with identification and evaluation of the business opportunities, the negotiations and the integration and management of any new operations and including discussions with the Company's management to assist and advise them on such matters and on any matters concerning the Company's affairs and business. In consideration of the performance of the management services and the board services pursuant to the Management Agreement, the Company agreed to pay Kanir and Meisaf an aggregate annual management services fee in the amount of $ 250 thousand.
|
|
The Company sub-leases a small part of our office space to a company controlled by Mr. Shlomo Nehama, at a price per square meter based on the price that it pays under its lease agreements. This sub-lease agreement was approved by the Company's Board of Directors.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Year ended December 31
|
||||||||||||||||||||||||
2011
|
2010
|
2009
|
||||||||||||||||||||||
Number of
|
Number of
|
Number of
|
||||||||||||||||||||||
people
|
Amount
|
people
|
Amount
|
people
|
Amount
|
|||||||||||||||||||
US$ thousands
|
US$ thousands
|
US$ thousands
|
||||||||||||||||||||||
Short-term employee
|
||||||||||||||||||||||||
benefits
|
2 | 565 | 2 | 345 | 3 | 240 | ||||||||||||||||||
Post-employment
|
||||||||||||||||||||||||
benefits
|
2 | 29 | 2 | 30 | 3 | 400 | ||||||||||||||||||
Share-based payments
|
1 | 20 | 1 | 50 | 1 | 111 |
Year ended December 31
|
||||||||||||||||||||||||
2011
|
2010
|
2009
|
||||||||||||||||||||||
Number of
|
Number of
|
Number of
|
||||||||||||||||||||||
people
|
Amount
|
people
|
Amount
|
people
|
Amount
|
|||||||||||||||||||
US$ thousands
|
US$ thousands
|
US$ thousands
|
||||||||||||||||||||||
Compensation to
|
||||||||||||||||||||||||
directors not employed
|
||||||||||||||||||||||||
by the Company
|
4 | 73 | 4 | 72 | 4 | 61 | ||||||||||||||||||
Share-based payments
|
4 | 12 | 4 | 6 | 4 | 7 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Financing income recognized in statement of
|
|||||||||||||||||||||||||
The terms of the loan
|
Balance as at December 31
|
income for the year ended December 31
|
|||||||||||||||||||||||
Interest
|
Linkage
|
||||||||||||||||||||||||
rate
|
base
|
2011
|
2010
|
2011
|
2010
|
2009
|
|||||||||||||||||||
US$ thousands
|
|||||||||||||||||||||||||
Dori Energy
|
8.5-8.6 | (*) |
NIS+CPI
|
235 | - | 15 | - | - | |||||||||||||||||
Alon Cellular
|
- |
NIS
|
219 | 10 | - | - | - | ||||||||||||||||||
454 | 10 | 15 | - | - |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
December 31, 2011
|
December 31, 2010
|
December 31, 2009
|
||||||||||||||||||||||
Issued and
|
Issued and
|
Issued and
|
||||||||||||||||||||||
Authorized
|
outstanding
|
Authorized
|
outstanding
|
Authorized
|
outstanding
|
|||||||||||||||||||
Number of shares
|
||||||||||||||||||||||||
Ordinary shares
|
||||||||||||||||||||||||
of NIS 10.00 par
|
||||||||||||||||||||||||
value each
|
17,000,000 | 10,778,026 | 17,000,000 | 10,750,071 | 17,000,000 |
7,378,643
|
Number of
|
NIS
|
|||||||
shares
|
par value
|
|||||||
Balance at December 31, 2010
|
10,750,071 | 107,500,710 | ||||||
Exercise of warrants
|
27,887 | 278,870 | ||||||
Issuance of shares in connection with the 1:10 reverse split (rounding of fractional shares)
|
68 | 680 | ||||||
Balance at December 31, 2011
|
10,778,026 | 107,780,260 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
1.
|
Voting rights at the general meeting, right to dividend and rights upon liquidation of the Company.
|
|
2.
|
The Ordinary shares of the Company were traded until May 2005 on the NASDAQ Capital Market. From May 19, 2005, the Company's Ordinary shares have been quoted over-the-counter in the "pink sheets" and commencing August 22, 2011 have been listed on the NYSE Amex Stock Exchange.
|
|
D.
|
On March 31, 2008 the principal shareholders, the Fortissimo entities, completed the sale of all of the shares and a majority of the warrants held by them to Kanir Joint Investments (2005) Limited Partnership, which was also previously a controlling shareholder of the Company and S. Nechama Investments (2008) Ltd., which became a controlling shareholder of the Company as a result of the purchase from the Fortissimo entities and from several other shareholders.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Reverse share split
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
1.
|
To preserve the Company's ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties.
|
|
2.
|
To ensure adequate return for the shareholders by making reasonable investment decisions based on the level of internal rate of return that is in line with the Company's business activity.
|
|
3.
|
To maintain healthy capital ratios in order to support business activity and maximize shareholders value.
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ thousand
|
||||||||||||
Expenses arising from share-based payment
|
||||||||||||
transactions
|
32 | 56 | 118 |
Year ended December 31
|
||||||||
2011
|
2010
|
|||||||
Dividend yield
|
0 | % | 0 | % | ||||
Expected volatility
|
0.737 | 0.5 | ||||||
Risk-free interest
|
0. 37 | % | 0.55 | % | ||||
Expected life (in years)
|
2-3 | 2-3 |
Equal market price
|
||||||||
2011
|
2010
|
|||||||
US$
|
||||||||
Weighted average exercise prices
|
6.82 | 5.9 | ||||||
Weighted average fair value on grant date
|
2.73 | 1.6 |
C.
|
Changes during the year:
|
2011
|
2010
|
2009
|
||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||
average
|
average
|
average
|
||||||||||||||||||||||
Number of
|
exercise
|
Number of
|
exercise
|
Number of
|
exercise
|
|||||||||||||||||||
options
|
price
|
options
|
price
|
options
|
price
|
|||||||||||||||||||
US$
|
US$
|
US$
|
||||||||||||||||||||||
Outstanding at
|
||||||||||||||||||||||||
beginning of year
|
148,736 | 8.3 | 151,358 | 8.3 | 14,667 | 6. 5 | ||||||||||||||||||
Granted during
|
||||||||||||||||||||||||
the year
|
4,628 | 6.82 |
4,045
|
5.9 | 136,691 | 8.5 | ||||||||||||||||||
Exercised during
|
||||||||||||||||||||||||
the year
|
- | - | - | - | - | - | ||||||||||||||||||
Expired during
|
||||||||||||||||||||||||
the year
|
- | - | (6,667 | ) | - | - | - | |||||||||||||||||
Outstanding at
|
||||||||||||||||||||||||
end of year
|
153,364 | 8.2 | 148,736 | 8.3 | 151,358 | 8.3 | ||||||||||||||||||
Exercisable at
|
||||||||||||||||||||||||
end of year
|
153,282 | 7.04 | 104,646 | 8.1 | 63,275 |
7. 8
|
|
D.
|
The weighted average remaining contractual life for the share options outstanding as of December 31, 2011 was 6.84- 8 years (2010 - 7.59-8.05 years and 2009 – 3.88- 8.96 years).
|
|
E.
|
The range of exercise prices for share options outstanding as of December 31, 2011 was $3.1- $9.2 (2010 - $3. 1- $9.2 and 2009 $3.1- $18.6).
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ thousands
|
||||||||||||
Interest income
|
436 | 611 | 1,314 | |||||||||
Change in fair value of derivatives
|
- | 869 | - | |||||||||
Income from exchange rate differences, net
|
1,535 | - | 52 | |||||||||
Total finance income
|
1,971 | 1,480 | 1,366 |
For the year ended December 31
|
|||||||||||||
2011
|
2010
|
2009
|
|||||||||||
US$ thousands
|
|||||||||||||
Change in fair value of derivatives
|
|||||||||||||
|
2,705 | - | - | ||||||||||
Interest on loans
|
464 | - | - | ||||||||||
Expenses
from exchange rate differences, net
|
- | 53 | - | ||||||||||
Bank charges and other commissions
|
40 | 27 | 9 | ||||||||||
Total finance expenses
|
3,209 | 80 | 9 |
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ thousands
|
||||||||||||
Depreciation
|
1,752 | - | - | |||||||||
Professional services
|
822 | - | - | |||||||||
Annual rent
|
190 | - | - | |||||||||
Operating and maintenance services
|
164 | - | - | |||||||||
Insurance
|
62 | - | - | |||||||||
Other
|
152 | - | - | |||||||||
Total operating costs
|
3,142 | - | - |
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ thousands
|
||||||||||||
Salaries and related compensation
|
1,148 | 754 | 717 | |||||||||
Professional services
|
1,614 | 2,144 | 850 | |||||||||
Other
|
366 | 313 | 364 | |||||||||
Total general and administrative expenses
|
3,128 | 3,211 | 1,931 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ thousands
|
US$ thousands
|
US$ thousands
|
||||||||||
Current tax income (expense)
|
||||||||||||
Current year
|
(432 | ) | - | - | ||||||||
Uncertain tax positions (see Note 17B)
|
1,352 | 44 | (69 | ) | ||||||||
920 | 44 | (69 | ) | |||||||||
Deferred tax expense
|
||||||||||||
Creation and reversal of temporary differences
|
98 | - | - | |||||||||
Tax benefit (taxes on income)
|
1,018 | 44 | (69 | ) |
2011
|
2010
|
2009
|
||||||||||
US$ thousands
|
||||||||||||
Loss before taxes on income from continuing
|
||||||||||||
operations
|
1,990 | 1,877 | 574 | |||||||||
Primary tax rate of the Company
|
24 | % | 25 | % | 26 | % | ||||||
Theoretical tax benefit
|
478 | 469 | 149 | |||||||||
Loss subject to different tax rate
|
(49 | ) | 102 | (26 | ) | |||||||
Foreign exchange differences
|
685 | (189 | ) | 20 | ||||||||
Permanent differences
|
(285 | ) | - | - | ||||||||
Unrecognized tax losses, reserves and allowances
|
189 | (338 | ) | (212 | ) | |||||||
Actual tax benefit (taxes on income)
|
1,018 | 44 | (69 | ) |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
Finance lease
|
||||||||||||||||
Fixed
|
obligations and
|
|||||||||||||||
assets
|
Long term loans
|
Swap contract
|
Total
|
|||||||||||||
US$ thousands
|
||||||||||||||||
Balance of deferred tax asset
|
||||||||||||||||
(liability) as at January 1, 2011
|
- | - | - | - | ||||||||||||
Changes recognized in profit or loss
|
(2,875 | ) | 2,952 | 21 | 98 | |||||||||||
Balance of deferred tax asset
|
||||||||||||||||
(liability) as at December 31,
|
||||||||||||||||
2011
|
(2,875 | ) | 2,952 | 21 | 98 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
For the year ended December 31
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
US$ thousands
|
US$ thousands
|
US$ thousands
|
||||||||||
Net income (loss)
|
(972 | ) | 5,202 | (1,019 | ) | |||||||
Weighted average ordinary shares outstanding
|
10,776,091 | 7,911,551 | 7,378,643 | |||||||||
Dilutive effect:
|
||||||||||||
Employee stock options and warrants
|
- | 992,699 | - | |||||||||
Diluted weighted average ordinary shares
|
||||||||||||
outstanding
|
- | 8,904,250 | - | |||||||||
Basic loss per share from continuing operations
|
( 0.09 | ) | ( 0.2 | ) | ( 0.1 | ) | ||||||
Diluted loss per share from continuing operations
|
( 0.09 | ) | ( 0.2 | ) | ( 0.1 | ) | ||||||
Basic earnings per share from discontinued
|
||||||||||||
operations
|
- | 0.9 | (* | ) | ||||||||
Diluted earnings per share from discontinued
|
||||||||||||
operations
|
- | 0.8 | (* | ) |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
A.
|
Overview
|
|
—
|
Credit risk
|
|
—
|
Liquidity risk
|
|
—
|
Market risk
|
December 31
|
||||||||
2011
|
2010
|
|||||||
US$ thousands
|
||||||||
Derivatives presented under current assets
|
||||||||
Forward contracts
|
- | 465 | ||||||
Total
|
- | 465 | ||||||
Derivatives presented under non-current assets
|
||||||||
SWAP contracts
|
- | 544 | ||||||
Total
|
- | 544 | ||||||
Derivatives presented under current liabilities
|
||||||||
SWAP contracts
|
(441 | ) | (140 | ) | ||||
Total
|
(441 | ) | (140 | ) | ||||
Derivatives presented under non-current liabilities
|
||||||||
SWAP contracts
|
(1,322 | ) | - | |||||
Total
|
(1,322 | ) | - |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
B.
|
Risk management framework
|
|
C.
|
Credit Risk
|
|
D.
|
Liquidity risk
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
D.
|
Liquidity risk (cont’d)
|
December 31, 2011
|
||||||||||||||||||||||||
Carrying
|
Contractual
|
Less than
|
More than
|
|||||||||||||||||||||
amount
|
cash flows
|
1 year
|
1-2 years
|
2-5 years
|
5 years
|
|||||||||||||||||||
US$ thousands
|
||||||||||||||||||||||||
Non-derivative financial liabilities
|
||||||||||||||||||||||||
Long term loans, including current maturities
|
5,315 | 6,936 | 390 | 1,082 | 1,214 | 4,250 | ||||||||||||||||||
Finance lease obligation including current maturities
|
6,412 | 8,808 | 560 | 558 | 1,659 | 6,031 | ||||||||||||||||||
Loans and borrowings
|
11,631 | 11,834 | 11,834 | - | - | - | ||||||||||||||||||
Trade payables and other accounts payable
|
16,942 | 16,942 | 16,942 | - | - | - | ||||||||||||||||||
Liabilities attributed to discontinued operations
|
200 | 200 | 200 | - | - | - | ||||||||||||||||||
40,500 | 44,720 | 29,926 | 1,640 | 2,873 | 10,281 | |||||||||||||||||||
Derivative finance liabilities
|
||||||||||||||||||||||||
Swap contracts
|
1,763 | 1,763 | 441 | 905 | 382 | 35 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
D.
|
Liquidity risk (cont’d)
|
December 31, 2010
|
||||||||||||||||||||||||
Carrying
|
Contractual
|
Less than
|
More than
|
|||||||||||||||||||||
amount
|
cash flows
|
1 year
|
1-2 years
|
2-5 years
|
5 years
|
|||||||||||||||||||
US$ thousands
|
||||||||||||||||||||||||
Non-derivative financial liabilities
|
||||||||||||||||||||||||
Trade payables and other accounts payable
|
11,831 | 11,831 | 11,831 | - | - | - | ||||||||||||||||||
Finance lease obligations
|
5,228 | 9,219 | 67 | 538 | 1,724 | 6,890 | ||||||||||||||||||
Total
|
17,059 | 21,050 | 11,898 | 538 | 1,724 | 6,890 | ||||||||||||||||||
Derivative financial liabilities
|
||||||||||||||||||||||||
Swap contract
|
140 | 140 | 140 | - | - | - |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Market risk
|
|
(1)
|
Foreign currency risk
|
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Market risk (cont’d)
|
|
(1)
|
Linkage and foreign currency risks (cont’d)
|
|
(a)
|
The exposure to linkage and foreign currency risk
|
December 31, 2011
|
||||||||||||||||||||
Non-monetary
|
NIS
|
Unlinked
|
EURO
|
Total
|
||||||||||||||||
US$ thousands
|
||||||||||||||||||||
Financial assets and
|
||||||||||||||||||||
financial liabilities
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
- | 131 | 16,271 | 12,515 | 28,917 | |||||||||||||||
ST deposits
|
- | - | 10,000 | - | 10,000 | |||||||||||||||
ST restricted cash
|
- | - | 15,688 | 724 | 16,412 | |||||||||||||||
Trade receivables
|
- | - | - | 88 | 88 | |||||||||||||||
Other accounts receivables
|
- | 272 | - | 6,603 | 6,875 | |||||||||||||||
Non-current assets:
|
||||||||||||||||||||
Investments in equity
|
||||||||||||||||||||
accounted investees
|
13,047 | - | - | - | 13,047 | |||||||||||||||
Property, plant and
|
||||||||||||||||||||
equipment, net
|
48,638 | - | - | - | 48,638 | |||||||||||||||
LT restricted cash
|
- | - | 2,250 | - | 2,250 | |||||||||||||||
Other assets
|
165 | - | - | 165 | ||||||||||||||||
Current liabilities:
|
- | - | ||||||||||||||||||
Loans and borrowings
|
- | - | - | (12,129 | ) | (12,129 | ) | |||||||||||||
Accounts payable
|
- | (13 | ) | - | (2,777 | ) | (2,790 | ) | ||||||||||||
Accrued expenses and
|
||||||||||||||||||||
other payables
|
(4,538 | ) | - | - | (10,055 | ) | (14,593 | ) | ||||||||||||
Liabilities attributed to
|
||||||||||||||||||||
discontinued operations
|
- | - | (200 | ) | - | (200 | ) | |||||||||||||
Non-current liabilities:
|
||||||||||||||||||||
Finance lease obligations
|
- | - | - | (6,114 | ) | (6,114 | ) | |||||||||||||
Long-term loans
|
- | - | - | (5,115 | ) | (5,115 | ) | |||||||||||||
Excess of losses over
|
||||||||||||||||||||
investment in equity
|
(46 | ) | - | - | - | (46 | ) | |||||||||||||
Other long-term liabilities
|
(1,344 | ) | - | - | - | (1,344 | ) | |||||||||||||
Total exposure in statement
|
||||||||||||||||||||
of financial position in
|
||||||||||||||||||||
respect of financial assets
|
||||||||||||||||||||
and financial liabilities
|
55,922 | 390 | 44,009 | (16,260 | ) | 84,061 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Market risk (cont’d)
|
|
(1)
|
Linkage and foreign currency risks (cont’d)
|
|
(a)
|
The exposure to linkage and foreign currency risk (cont’d)
|
December 31, 2010
|
||||||||||||||||||||
Non-monetary
|
NIS
|
Unlinked
|
EURO
|
Total
|
||||||||||||||||
US$ thousands
|
||||||||||||||||||||
Financial assets and
|
||||||||||||||||||||
financial liabilities:
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
- | 40 | 65,030 | 11,513 | 76,583 | |||||||||||||||
ST restricted cash
|
- | - | - | 728 | 728 | |||||||||||||||
Other accounts receivables
|
- | 552 | 402 | 950 | 1,904 | |||||||||||||||
Assets attributed to
|
||||||||||||||||||||
discontinued operations
|
- | - | 292 | - | 292 | |||||||||||||||
Non-current assets:
|
||||||||||||||||||||
Advances on account
|
||||||||||||||||||||
of investments
|
3,612 | - | - | - | 3,612 | |||||||||||||||
Property, plant and
|
||||||||||||||||||||
equipment, net
|
21,752 | - | - | - | 21,752 | |||||||||||||||
LT deposits
|
- | 400 | 400 | |||||||||||||||||
Other assets
|
- | - | 943 | 943 | ||||||||||||||||
Current liabilities:
|
||||||||||||||||||||
Accounts payable
|
- | (13 | ) | - | (2,807 | ) | (2,820 | ) | ||||||||||||
Accrued expenses and
|
||||||||||||||||||||
other payables
|
(600 | ) | (426 | ) | - | (3,525 | ) | (4,551 | ) | |||||||||||
Liabilities attributed to
|
||||||||||||||||||||
discontinued operations
|
- | - | (380 | ) | (380 | ) | ||||||||||||||
Non-current liabilities:
|
||||||||||||||||||||
Finance lease obligations
|
- | - | - | (5,228 | ) | (5,228 | ) | |||||||||||||
Excess of losses over
|
||||||||||||||||||||
investment in equity
|
(55 | ) | - | - | - | (55 | ) | |||||||||||||
Other long-term liabilities
|
(4,614 | ) | - | - | - | (4,614 | ) | |||||||||||||
Total exposure in statement
|
||||||||||||||||||||
of financial position in
|
||||||||||||||||||||
respect of financial assets
|
||||||||||||||||||||
and financial liabilities
|
20,095 | 153 | 65,744 | 2,574 | 88,566 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Market risk (cont’d)
|
|
(1)
|
Linkage and foreign currency risks (cont’d)
|
|
(a)
|
The exposure to linkage and foreign currency risk (cont’d)
|
For the year ended December 31
|
||||||||||||||||
2011
|
2010
|
|||||||||||||||
Rate of
|
Rate of
|
|||||||||||||||
change
|
change
|
|||||||||||||||
%
|
USD
|
%
|
USD
|
|||||||||||||
1 Euro
|
(3.2 | ) | 1.292 | (7.4 | ) | 1.335 | ||||||||||
1 NIS
|
(7.1 | ) | 0.262 | 6.4 | 0.282 |
|
(b)
|
Sensitivity analysis
|
December 31, 2011
|
||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||
Profit or loss
|
Equity
|
Profit or loss
|
Equity
|
|||||||||||||
US$ thousands
|
||||||||||||||||
Change in the exchange rate of:
|
||||||||||||||||
5% in the Euro
|
(579 | ) | (579 | ) | 579 | 579 | ||||||||||
5% in NIS
|
20 | 20 | (20 | ) | (20 | ) |
December 31, 2010
|
||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||
Profit or loss
|
Equity
|
Profit or loss
|
Equity
|
|||||||||||||
US$ thousands
|
||||||||||||||||
Change in the exchange rate of:
|
||||||||||||||||
5% in the Euro
|
138 | 138 | (138 | ) | (138 | ) | ||||||||||
5% in NIS
|
8 | 8 | (8 | ) | (8 | ) |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
E.
|
Market risk (cont’d)
|
|
(2)
|
Interest rate risk
|
December 31, 2011
|
||||
Profit or loss
|
||||
US$ thousands
|
||||
Increase of 1%
|
99 | |||
Increase of 3%
|
298 | |||
Decrease of 1%
|
(99 | ) | ||
Decrease of 3%
|
(239 | ) |
|
F.
|
Fair value
|
|
(1)
|
Fair values versus carrying amounts
|
December 31 | ||||||||||||||||
2011 |
2010
|
|||||||||||||||
Carrying |
Fair
|
Carrying
|
Fair
|
|||||||||||||
amount |
value
|
amount
|
value
|
|||||||||||||
US$ thousands | ||||||||||||||||
Loans from banks
|
||||||||||||||||
(including current maturities)
|
5,315 | 4,430 | - | - | ||||||||||||
Finance lease obligations
|
||||||||||||||||
(including current maturities)
|
6,412 | 5,776 | 5,228 | 5,809 | ||||||||||||
11,727 | 10,206 | 5,228 | 5,809 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
F.
|
Fair value (cont’d)
|
|
(2)
|
Interest rates used for determining fair value
|
December 31
|
|||||
2011
|
2010
|
||||
%
|
%
|
||||
Non-current liabilities:
|
|||||
Loans from banks
|
Euribor +5.25%
|
- | |||
Finance lease obligations
|
Euribor +5.25%
|
Euribor +5%
|
Level 1
|
-
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
Level 2
|
-
|
Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly.
|
Level 3
|
-
|
Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).
|
December 31, 2011 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
US$ in thousands | ||||||||||||||||
Option to purchase additional
|
||||||||||||||||
shares in investee
|
- | - | 52 | 52 | ||||||||||||
Swap contracts
|
- | 1,763 | - | 1,763 |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
F.
|
Fair value (cont’d)
|
2011
|
||||
Financial assets
|
||||
Option to
|
||||
purchase
|
||||
additional
|
||||
shares in
|
||||
investee
|
||||
US$ in thousands
|
||||
Balance as at January 27, 2011
|
98 | |||
Total losses recognized in:
|
||||
Profit or loss
|
(46 | ) | ||
Balance as at December 31, 2011
|
52 |
December 31, 2011 | ||||||||||||||||
Increase | Decrease | |||||||||||||||
Profit or loss | Equity | Profit or loss | Equity | |||||||||||||
US$ in thousands | ||||||||||||||||
Option to purchase additional shares in investee: | ||||||||||||||||
Change in volatility of 20%
|
5 | 5 | (3 | ) | (3 | ) | ||||||||||
Change in interest rate of 2%
|
2 | 2 | (1 | ) | (1 | ) |
Ellomay Capital Ltd. and its Subsidiaries
|
|
Notes to the Consolidated Financial Statements as at December 31, 2011
|
|
A.
|
On December 20, 2011, one of the Company's wholly-owned Italian subsidiaries entered into a loan agreement (the “Loan Agreement”) with Unicredit S.p.A. (“Unicredit”), pursuant to which it received a line of credit up to an amount of Euro 5.047 million bearing an interest at the Euribor 6 month rate plus a range of 5.15%-5.35% per annum, depending on the period in which interest is accrued during the term of the Loan Agreement. The interest on the loan and principle are repaid semi-annually. The final maturity date of this loan is December 31, 2029.
|
|
C.
|
On March 12, 2012, the company acquired Ellomay Spain S.L. (“Ellomay Spain”), a Subsidiary in which the Company indirectly owns 85% of the outstanding shares, entered into share purchase agreements and an asset purchase agreement in connection with the acquisition of a photovoltaic plant located in Municipality of Córdoba, Andalusia, Spain with a total nominal output of approximately 1.89 MWp and a peak power output of approximately 2.275 MWp, and of related licenses. The remaining 15% of Ellomay Spain are held by a Spanish company engaged in providing construction, operating and maintenance services for photovoltaic plants in Europe and elsewhere, whose subsidiary has built and is currently providing operation and maintenance services for several of our Italian PV Plants. The PV Plant is constructed and operational and has been connected to the Spanish national grid since July 2010. The PV Plant is entitled to receive the Spanish special economic regime for renewable energies. The consideration paid by Ellomay Spain in connection with the acquisition of the PV Plant and the related licenses, including all applicable taxes and expenses, amounts to approximately Euro 7 million.
|
|
D.
|
Following the acquisition of one of the Company's subsidiaries, Pedale S.r.l ("Pedale"), it became clear that the Contractor had implemented a variation in the layout as compared to the initially authorized project. Pedale’s technical advisor advised, that the variation could not be deemed substantial as it actually reduced the surface occupied by the PV Plant, thus having a lighter environmental impact. On February 21, 2012 Pedale received a letter from the Region notifying it that the AU issued in connection with Pedale was suspended, mainly due to the implementation of the building variation, and that an internal process that may lead to the revocation of the AU has commenced. Based on management estimation and the opinion of its legal counsel, there is low probability of an unfavorable outcome.
|
1.
|
The name of the Company is:
|
2.
|
The objects for which the Company was formed (state the main objects).
|
|
(a)
|
Advertisement on outdoor boards.
|
|
(b)
|
Manufacturing of computerized monitors on an international level.
|
|
(c)
|
Selling patents in the field of outdoor advertisement.
|
|
(d)
|
Development of sophisticated advertisement accessories.
|
|
(e)
|
To manage any business of equity owners, property owners, concession owners, financiers, agents, delegates, brokers, representatives and contractors, to take upon itself, to manage and to execute any finance and investment business.
|
|
(f)
|
To borrow, raise, secure the repayment of, any money, in such manner and on such terms and conditions as the Company may deem fit, and in particular – without derogating from the generality of the foregoing – by the issue of mortgages on its lands and other immovable properties and/or providing floating and/or fixed and special debentures and pledges and liens on any part of its lands and other assets, charged upon all or any of the property of the Company, present or future, and to repay, discharge or redeem any such mortgage, pledge or lien. The Company shall also be authorized to secure the repayment of monies it borrowed or will borrow by the issuance of debentures or series of debentures, new and otherwise, and to guarantee the repayment of such debentures by placing a charge of any kind, without any limitation, upon any part of the Company’s lands an all other assets, in whole or in part, present and future, including unpaid capital, and to acquire, release and redeem any such debentures, series of debentures or charges.
|
|
(g)
|
To lend money and to give advances or credit to, and to guarantee the debts and contracts of, such persons, firms and companies and on such terms and conditions as the Company may deem fit, and, in particular to customers and other persons having dealings with the Company, and to guarantee and be guarantor for such persons, firms or companies, and to accept from those to whom the Company shall lend money or give credit or guarantee all types of guarantees as the Company may deem fit, including – without limiting the generality of the foregoing – mortgages as well as pledges, charges, floating charges or security over any property of any kind, lands and chattels, and to release and surrender any such securities or redeem them on such terms as the Company may deem fit.
|
|
(h)
|
To carry on the business of producing, manufacturing, working, improving, developing, importing, exporting, transportation, supply, marketing, distribution, trading, exploiting and dealing in technical and mechanical equipment, apparatus, tools, utensils, appurtenances, accessories, containers, packings, raw materials, products, good and materials, of all kinds and description and for any use whatsoever.
|
|
(i)
|
To deal in any research, exploration and development of natural resources, and the exploitation thereof, to conduct researches with respect to this, and to establish, hold and operate institutions, experimental stations, laboratories and research associations.
|
|
(j)
|
To carry on the business of transportation and moving and in any means of transportation or transportation of any kind and type.
|
|
(k)
|
To apply for, purchase or otherwise acquire and obtain and register rights of use or inspection, to protect, extend and renew, in Israel or abroad, all kinds of patents, patent rights, brevet d’invention, licenses, protections, concessions (hereinafter – “patent rights”) which may, in the opinion of the Company, be conducive to the interests of the Company, and to use patent rights and work in accordance therewith, to exploit the same in any manner, to enter into any agreement and do any act whatsoever in connection with patent rights; to sell and otherwise dispose of patent rights and to grant licenses and privileges in connection with the same.
|
|
(l)
|
To engage in any scientific, technical, mechanical and other research work, experiments and tests, including for the purpose of improving or attempting to improve any invention and patent rights which the Company shall be entitled to, entitled to use or acquire or desire to acquire for itself.
|
|
(m)
|
To apply for, obtain, acquire, maintain, exploit, sell, transfer in all parts of the world, patterns, processes, know-how, trade secrets, permits, licenses, rights of possession, concessions, tenements and any other rights, privileges and benefits of any kind which may entitle, authorize or assist the Company to carry on any of the businesses which it is authorized to carry on.
|
|
(n)
|
To enter into any arrangements with any governments or authorities, whether central, municipal, local or otherwise, in all parts of the world, that may seem conducive to the objects of the Company, or any of them, and to obtain from any such government or authority any rights, privileges and concessions which the Company may think desirable to obtain, exploit or perform.
|
|
(o)
|
To adopt such means of making known the activities of the Company as may seem expedient, and, in particular, by advertising in the press, in the radio and in other ways, by circulars, by conducting exhibitions and advertising materials, and by granting prizes and grants.
|
|
(p)
|
To purchase or otherwise acquire and undertake any business – whether as a going concern or otherwise – and any property, assets, good-will, rights and obligations of any person or company, if it may benefit the Company or advance any interests that is within the framework of the Company’s objects.
|
|
(q)
|
To establish and incorporate, or to participate in the establishment or incorporation of any company, so that such company shall acquire or undertake any or all of the assets, rights and liabilities of the Company, or for any other purpose which might, in the opinion of the Company, assist, directly or indirectly, the Company to advance any interest that is within any of the Company’s objects.
|
|
(r)
|
To amalgamate or merge with any company.
|
|
(s)
|
To enter into partnership or any agreement for sharing of profits, combining of profits or cooperation with any person or company carrying on or entitled to carry on any business or businesses which the Company is entitled to carry on.
|
|
(t)
|
To sell and transfer the enterprise of the Company, in whole or in part, for such consideration as the Company may deem fit, and, in particular, in consideration for shares, debentures or other securities, to another company with objects similar, in whole or in part, to the objects of this Company.
|
|
(u)
|
To enter into any contract or agreement, and to execute any document, deed, contract or agreement, within the framework of the Company’s objects.
|
|
(v)
|
To insure the Company, its property, enterprises, plants and actions, in whole or in part, against any damages, loss, risk or liability.
|
|
(w)
|
To invest and deal with the monies of the Company not immediately required for its business in such manner as the Company may from time to time determine.
|
|
(x)
|
To distribute its assets, in whole or in part, among its members in specie; provided that such distribution would not cause a capital reduction not in accordance with the Companies Ordinance.
|
|
(y)
|
To provide pensions, grants and rewards to its employees and directors, or to persons who were its employees or directors, and to their family members, and to establish or support and assist with the opening of schools, educational or scientific institutions or commercial companies, whether related to the Company’s objects or not at all related, and the Company may also establish and maintain any club or other establishment for the benefit of the Company’s businesses or for the enjoyment of its employees and managers.
|
|
(z)
|
To act in order to attain any of the aforementioned objects, by virtue of this Memorandum of Association – to do such acts in Israel the Company is authorized – by virtue of the law, in any parts of the world, and to do in any country and place in the world, to perform and fulfill any commerce or business – that in the Company’s opinion could assist in the advancement of any issue within the framework of any object of the Company’s objects.
|
|
|
(aa)
|
To do all such actions related or connected to the objects included in this Memorandum of Association, explicitly or implicitly, or that may bring to the attainment of the above objects or any of them.
|
|
(bb)
|
To do all or any of the above actions, whether in Israel or outside of Israel in any part of the world, and either as principals, agents or trustees or otherwise, and either alone or in conjunction with others, and either by or through agents, contractors, trustees or otherwise.
|
|
(cc)
|
And it is hereby agreed and declared that in this Memorandum of Association the following expressions – whether appearing in the Memorandum of Association itself or in the Second Schedule to the Companies Ordinance
1
– shall have the following meanings:
|
1
|
Reference in this Memorandum to “the Second Schedule to the Companies Ordinance” is to the Second Schedule of the Companies Ordinance (New Version), 5743-1983.
|
|
(dd)
|
And it is hereby further agreed and declared that, unless it is expressly otherwise stated in this Memorandum of Association, each of the objects and powers specified in each of the sub-clauses of this Clause, including, having regard to the provisions of this sub-clause in each of the clauses of the Second Schedule to the Companies Ordinance, is a main and independent object, and shall in no way be limited or restricted by any reference or inference from any other sub-clause of this clause or any clause of the Second Schedule to the Companies Ordinance, or by any reference to or inference from the name of the Company.
|
3.
|
The liability of the members is limited.
|
4.
|
The Company’s share capital is NIS 170,000,000, divided into 17,000,000 ordinary shares of nominal value NIS 10.00 each.
|
Subscribers’ Names and ID Numbers
|
Address and Description
|
Number of Shares Taken
2
|
Signatures
|
|||
Moshe Nuri
4657557
|
30 Lochamei Hagetaot, Pethach Tikva
|
1994 Ordinary Shares
5 Management Shares
|
/s/ Moshe Nuri
|
|||
Henya Nuri
5407479
|
30 Lochamei Hagetaot, Pethach Tikva
|
1 Ordinary Share
|
/s/ Henya Nuri
|
1.
|
Interpretation
|
|
1.1.
|
In these Articles the following terms shall bear the meaning ascribed to them below:
|
|
1.2.
|
Sections 2, 3, 4, 5, 6, 7, 8 and 10 of the Interpretation Law, 5741-1981, shall apply, mutatis mutandis, to the interpretation of the Articles.
|
|
1.3.
|
The captions in the Articles are for convenience only and shall not be deemed a part hereof or affect the interpretation of any provision hereof.
|
2.
|
Name
|
3.
|
Purpose and Objective
|
|
3.1.
|
The objective of the Company shall be to undertake any lawful activity, including any objective set forth in the Memorandum (for as long as it is in effect).
|
|
3.2.
|
The purpose of the Company is to operate in accordance with commercial considerations with the intention of generating profits. Such considerations may take into account, amongst others, public interest and the interests of the Company’s creditors and employees. In addition, the Company may contribute reasonable amounts for any suitable purpose even if such contributions do not fall within the business considerations of the Company. The Board may determine the amounts of the contributions, the purpose for which the contribution is to be made, and the recipients of any such contribution.
|
4.
|
Share Capital
|
5.
|
Limited Liability
|
6.
|
Alteration of Share Capital
|
|
6.1.
|
Increase its share capital in an amount it considers expedient by the creation of new shares. The power to increase the share capital may be exercised by the Company whether or not all of the shares then authorized have been issued and whether or not all of the shares theretofore issued have been called up for payment. Such resolution shall set forth the amount of the increase, the number of the new shares created thereby, their nominal value and class, and may also provide for the rights, preferences of deferred rights that shall be attached to the newly created shares and the restrictions to which such shares shall be subject;
|
|
6.2.
|
Consolidate all or any of its issued or unissued share capital and divide same into shares of nominal value larger than the one of its existing shares;
|
|
6.3.
|
Subdivide all or any of its issued or unissued share capital, into shares of nominal value smaller than the one of its existing shares; provided, however, that the proportion between the amount paid and the amount unpaid on each share which is not fully paid-up shall be retained in the subdivision;
|
|
6.4.
|
Cancel any shares which, as at the date of the adoption of the resolution, have not been issued or agreed to be issued, and thereby reduce the amount of its share capital by the aggregate nominal value of the shares so canceled;
|
7.
|
Rights Attached to Shares
|
|
7.1.
|
Subject to any contrary provisions of the Memorandum (for as long as it is in effect) or the Articles, same rights, obligations and restrictions shall be attached to all the shares of the Company regardless of their denomination or class.
|
|
7.2.
|
If at any time the share capital is divided into different classes of shares, the rights attached to any class may be modified or abrogated by a resolution adopted by a Determining Majority at a General Meeting and by the adoption of a resolution, supported by a Determining Majority, approving same modification or abrogation at a General Meeting of the holders of the shares of such class.
|
|
7.3.
|
The creation of additional shares of a specific class, or the issuance of additional shares of a specific class, shall not be deemed, for purposes of article 7.2, a modification or abrogation of rights attached to shares of such class or of any other class.
|
8.
|
Issuance of Shares
|
9.
|
Share Certificates
|
|
9.1.
|
Each member shall be entitled, not later than 60 days from the date of issuance or the date of transfer, to receive from the Company one share certificate in respect of all the shares of any class registered in his name on the Register of Members or, if approved by the
Company
, several share certificates, each for one or more of such shares.
|
|
9.2.
|
Each share certificate issued by the Company shall be numerated, denote the class of the shares represented thereby and the name of the owner, thereof as registered on the Register of Members, and may also specify the amount paid-up thereon
.
A share certificate shall be signed
on behalf
the Company
by the person or persons authorized by the Board
.
|
|
9.3.
|
A share certificate denoting two or more persons as joint owners of the shares represented thereby shall be delivered to any one of the persons named on the Register of Members in respect of such joint ownership.
|
|
9.4.
|
A share certificate defaced or defective, may be replaced upon being delivered to the Company and being canceled. A share certificate lost or destroyed may be replaced upon furnishing of evidence to the satisfaction of the Board proving such loss or destruction and subject to the submission to the Company of an indemnity letter and/or securities as the Board may think fit.
|
10.
|
Owners of Shares
|
11.
|
Calls on Shares
|
|
11.1.
|
The Board may, from time to time, make calls upon members to perform payment of any amount of the consideration of their shares not yet paid, provided same amount is not, by the terms of issuance of same shares, payable at a definite date. Each member shall pay to the Company the amount of every call so made upon him at the time(s) and place(s) designated in such call. Unless otherwise stipulated in the resolution of the Board, each payment with respect to a call shall be deemed to constitute a pro-rata payment on account of all of the shares in respect of which such call was made.
|
|
11.2.
|
A call may contain a demand for payment in installments.
|
|
11.3.
|
A call shall be made in writing and shall be delivered to the member(s) in question not less than fourteen (14) days prior to the date of payment stipulated therein. Prior to the due date stipulated in the call the Board may, by delivering a written notice to the member(s), revoke such call, in whole or in part, postpone the designated date(s) of payment or change the designated place of payment.
|
|
11.4.
|
If, according to the terms of issuance of any share, any amount is due at a definite date, such amount shall be paid on same date, and the holder of the same share shall be deemed, for all intents and purposes, to have duly received a call in respect of such amount.
|
|
11.5.
|
The joint holders of a share shall be bound jointly and severally to pay all calls in respect thereof. A call duly made upon one of the joint holders shall be deemed to have been duly made upon all of the joint holders.
|
|
11.6.
|
Any amount not paid when due shall bear an interest from its due date until its actual payment at a rate equal to the then prevailing rate of interest for unauthorized overdrafts as charged by Bank Hapoalim Ltd, unless otherwise prescribed by the Board.
|
|
11.7.
|
The Board may agree to accept prepayment by any member of any amount due with respect to his shares, and may direct the payment of interest for such prepayment at a rate as may be agreed upon between the Board and the member so prepaying.
|
|
11.8.
|
Upon the issuance of shares of the Company,
the
Board may stipulate similar or different terms with respect to the payment of the consideration thereof by their respective holders.
|
12.
|
Forfeiture and Surrender
|
|
12.1.
|
If any member fails to pay when due any amount payable pursuant to a call, or interest thereon as provided for herein, the Company may, by a resolution of the Board, at any time thereafter, so long as said amount or interest remains unpaid, forfeit all or any of the shares in respect of which said call had been made. All expenses incurred by the Company with respect to the collection of any such amount of interest, including, inter-alia, attorney’s fees and costs of legal proceedings, shall be added to, and shall constitute a part of the amount payable to the Company in respect of such call for all purposes (including the accrual of interest thereon).
|
|
12.2.
|
Upon the adoption of a resolution of forfeiture, the Board shall cause the delivery of a notice thereof to the member in question. Same notice shall specify that, in the event of failure to pay the entire amount due within the period stipulated in the notice (which period shall be not less
than
thirty (30) days), same failure shall cause, ipso facto, the forfeiture of the shares. Prior to the expiration of such period, the Board may extend the period specified in the notice of forfeiture or nullify the resolution of forfeiture, but such nullification shall not estop nor derogate from the power of the Board to adopt a further resolution of forfeiture in respect of the non-payment of said amount.
|
|
12.3.
|
Whenever shares are forfeited as herein provided, all dividends theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited together with the shares.
|
|
12.4.
|
The Company, by a resolution of the Board, may accept the voluntary surrender by any member of all or any part of his shares.
|
|
12.5.
|
Any share forfeited or surrendered as provided herein shall thereupon constitute the property of the Company, and may be resold. Such shares that have not yet been resold shall be considered dormant shares.
|
|
12.6.
|
Any member whose shares have been forfeited or surrendered shall cease to be a member in respect of the forfeited or surrendered shares, but shall, notwithstanding, be obligated to pay to the Company all amounts at the time of forfeiture or surrender due to the Company with respect thereof, including interest and expenses as aforesaid until actual repayment, whether the maturity date of same amounts is on or prior to the date of forfeiture or surrender or at any time thereafter, and the Board, in its discretion, may enforce payment of such amounts or any part thereof, unless such shares have been resold in which event the provisions of the Law shall apply. In the event of such forfeiture or surrender, the Company, by a resolution of the Board, may accelerate the maturity date(s) of any or all amounts then owed to the Company by same member and not yet due, however, arising whereupon all of such amounts shall forthwith become due and payable.
|
13.
|
Lien
|
|
13.1.
|
The Company shall have, at all times, a first and paramount lien upon all the shares registered in the name of each member on the Register of Members, upon all the dividends declared in respect of such shares and upon the proceeds of the sale thereof, as security for his obligations. For the purposes of this Article 13 and of Article 14, the term “Obligation” shall mean any and all present and future indebtedness owed to the Company by a member with respect to his shares, however arising, whether such indebtedness is absolute or contingent, joint or several, matured or unmatured, liquidated or non-liquidated.
|
|
13.2.
|
Shall a member fail to fulfill any or all of his Obligations, the Company may enforce the lien, after same member was provided with a period of fourteen (14) days to fulfill the Obligations so breached.
|
|
13.3.
|
A member shall be obliged to reimburse the Company for all expenses thereby incurred with respect to the enforcement of a lien upon same member’s shares, and such obligation shall be secured by the shares which are subject to same lien.
|
14.
|
Sale of Shares after Forfeiture or Surrender or in Enforcement of Lien
|
|
14.1.
|
Upon any sale of shares after forfeiture or surrender or in the course of enforcement of a lien, the Company may appoint any person to execute an adequate instrument of transfer or any other instrument required to effect the sale, and shall be entitled to register the purchaser on the Register of Members as the holder of the shares so purchased. The purchaser shall not be obliged to check the regularity of the proceedings of forfeiture, surrender or enforcement of a lien or the use that was made consideration thereby paid with respect to the shares.
|
|
14.2.
|
The net proceeds of any such sale, after payment of the selling expenses, shall serve for repayment of the Obligations of the respective member, and the balance if any shall be paid to the member, his inheritors, the executors of his will, the administrators of his estate, and to persons on his behalf.
|
15.
|
Redeemable Securities
|
16.
|
Effectiveness of Transfer of Shares
|
17.
|
Procedure on Voluntary Transfer of Shares
|
18.
|
Transfer of Shares
|
|
18.1.
|
The transfer of shares of the Company and any other securities issued by the Company and owned by a Registered Holder (in this Article 18, hereinafter, “
Securities
”) shall be made in writing in a conventional manner or as established by the Board; it may be effected by the signature of the transferor only, on the condition that an appropriate share transfer deed shall be submitted to the Company.
|
|
18.2.
|
Securities
that are not paid up in full or are subject to any lien or pledge may not be transferred unless the transfer is approved by the Board, which may at its sole discretion withhold its approval without having to show grounds.
|
|
18.3.
|
Any transfer of
Securities
that are not paid up in full shall be subject to the signature of the transferee and the signature of a witness in verification of the authenticity of the signatures on the share transfer deed.
|
|
18.4.
|
The transferor shall be deemed to be the Registered Holder of the transferred Securities until the name of the transferee is entered in the Register of Members.
|
|
18.5.
|
The share transfer deed shall be submitted to the office for registration together with the certificates to be transferred and such other evidence as the Company may require with regard to the transferor’s title or right to transfer the Securities. The share transfer
deed
shall remain with the Company after
its
registration.
|
|
18.6.
|
The Company may demand payment of a transfer registration fee at a rate to be determined by the Board from time to time.
|
|
18.7.
|
The Board may close the Register of Members for a period no longer than 30 days every year.
|
|
18.8.
|
Upon the death of a Registered Holder of Securities of the Company, the Company shall recognize the guardians, administrators of the estate, executors of the will, and in the absence of such persons, the inheritors of the deceased person as the only ones entitled to be registered as the Registered Holders of Securities of the Company, subject to proof of their rights in a manner established by the Board.
|
|
18.9.
|
In the event of the deceased member being a Registered Holder of a Security jointly with other persons, the surviving member shall be considered the sole Registered Holder of said Securities, upon the approval of the Company, without exempting the estate of the deceased joint holder from any of the obligations relating to the jointly held Securities.
|
|
18.10.
|
A person acquiring a right to a Security by virtue of his being a guardian or administrator of the estate or inheritor of the deceased member, or receiver, liquidator or trustee in liquidation proceedings regarding a corporate member, or by any operation of law, may be subject to submission of such proof of entitlement as the Board may establish be entered as the Registered Holder of the respective Security or transfer the Security subject to the provisions of the Articles with regard to such transfer.
|
|
18.11.
|
A person acquiring a Security as a result of a transfer by operation of law shall be entitled to dividends and other rights in respect of the Security and also to receive and certify the receipt of dividends and other sums of money in connection with the said Security; however, such person shall not be entitled to receive notices of the convening of General Meetings of the Company or to participate or vote therein or to exercise any right conferred by the Security with the exception of the aforementioned rights, pending the registration of such person in the Register of Members.
|
19.
|
Issuance of Shares
|
20.
|
Annual Meeting
|
|
20.1.
|
An Annual Meeting shall be held once in every calendar year at such time (within a period of not more than fifteen (15) months after the last preceding Annual Meeting) and at such place as may be determined by the Board.
|
|
20.2.
|
The Annual Meeting shall:
|
|
20.2.1.
|
Discuss the audited financial statements of the Company for the last fiscal year;
|
|
20.2.2.
|
Appoint auditors and establish their remuneration, or empower the Board to establish their remuneration;
|
|
20.2.3.
|
Appoint the directors as stipulated in Article 32 below, and establish their remuneration;
|
|
20.2.4.
|
Discuss any other business to be transacted at a General Meeting according to the Articles or by operation of law.
|
21.
|
Extraordinary Meeting
|
|
21.1.
|
All General Meetings other than Annual Meetings shall be called “Extraordinary Meetings”.
|
|
21.2.
|
The Board may, whenever it thinks fit, convene an Extraordinary Meeting, and shall be obligated to do so upon receipt of a requisition in writing in accordance with Section 63 of the Law.
|
|
21.3.
|
Members of the Company shall not be authorized to convene an Extraordinary Meeting except as provided in Section 64 of the Law.
|
22.
|
Notice of General Meetings
|
|
22.1.
|
Prior to any General Meeting
,
a written notice thereof shall be made public as required by Law. Such notice shall specify the place, the day and the hour of the General Meeting, the agenda of the meeting and such other
information
required under law. The notice will be
published
not less than fourteen (14) days prior to any General Meeting.
The Company shall not be required to deliver notice to each shareholder, except as may be specifically required by Law.
|
22.2.
|
Any written notice or other document may be served by the Company upon any member either personally or by sending it by prepaid mail addressed to such member at his address as described in the Register of Members or such other address as he may have designated in writing for the receipt of notices and other documents.
|
|
22.3.
|
Notwithstanding anything to the contrary herein, notice by the Company of a General Meeting which is published in one international wire service shall be deemed to have been duly given on the date of such publication.
|
23.
|
Quorum
|
|
23.1.
|
Two or more members present in person or by proxy and holding shares conferring in the aggregate more than
twenty-five
percent (
25
%) of the total voting power attached to the shares of the Company, shall constitute a quorum at General Meetings. No business shall be considered or determined at a General Meeting, unless the requisite quorum is present when the General Meeting proceeds to consider and/or determine same business.
|
|
23.2.
|
If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall, if convened upon requisition under Section 64 of the Law, be dissolved, but in any other case it shall stand adjourned on the same day, in the next week, at the same time and place. The requisite quorum at an adjourned General Meeting shall be
any two
or more members, present in person or by proxy. At an adjourned General Meeting the only businesses to be considered shall be those matters which might have been lawfully considered at the General Meeting originally called if a requisite quorum had been present, and the only resolutions to be adopted are such types of resolutions which could have been adopted at the General Meeting originally called.
|
24.
|
Chairman
|
25.
|
Adoption of Resolution at General Meetings
|
|
25.1.
|
A resolution,
including, but not limited to, a resolution to amend these Articles and to approve a merger of the Company,
shall be deemed adopted at a General Meeting if the requisite quorum is present and the resolution is supported by members present, in person or by proxy, vested with more than fifty percent (50%) of the total voting power attached to the shares whose holders were present, in person or by proxy, at such General Meeting and voted thereon, or such other percentage as is
required by
these Articles or
by the
Law.
|
|
25.2.
|
Any proposed resolution put to vote at a General Meeting shall be decided by a poll.
|
|
25.3.
|
Subject to approval by a General Meeting at which the requisite quorum is present, the chairman is obligated at the request of the General Meeting, to adjourn the General Meeting, and the adjourned meeting shall convene at such date and place as is decided by the General Meeting. If the General Meeting is adjourned by more than twenty-one (21) days, a notice of the adjourned meeting shall be given in the manner set forth in
Sections
67 through 69 of the Law. An adjourned meeting may only transact such business as left unfinished at the original meeting.
|
|
25.4.
|
A declaration by the Chairman of the General Meeting that a proposed resolution has been adopted or rejected, shall constitute conclusive evidence of the adoption or rejection, respectively, of same resolution, and no further proof verifying the contents of such declaration or the number or proportion of the votes recorded in favor of or against such resolution shall be required.
|
|
25.5.
|
Notwithstanding anything to the contrary herein, for so long as the Shareholders Agreement is in effect, at the written request of any two directors with respect to any proposed action or transaction described below, such action or transaction shall require the approval of the General Meeting by a resolution supported by members
present, in person or by proxy
, vested with at least 50.1% of the outstanding shares of the Company, or by such higher approval threshold as may be required by Law:
|
|
25.5.1.
|
any transaction of the Company or of a subsidiary of the Company with (i) an Officer of the Company or a nominee to become a director of the Company, (ii) a shareholder of the Company which owns 5% or more of its outstanding share capital, (iii) a family member of the first degree of any of the foregoing persons or (iv) an Affiliate of any of the foregoing. “
Officer
” shall have the meaning of “office holder” under the Law. “
Affiliate
” shall mean, with respect to any party, any person (a) in which such party, directly or indirectly, owns at least majority interest (both economic and voting), (b) which directly or indirectly owns a majority interest (both economic and voting) in such party, or (c) which, directly or indirectly, is in Control of or is Controlled by such party. “
Control
” shall mean, with respect to a person that is a corporation, the ownership, directly or indirectly, of voting securities of such person carrying more than 50% of the voting rights attaching to all voting securities of such person which are sufficient, if exercised, to elect a majority of its board of directors, and in relation to a person that is a partnership, limited partnership, business trust or other similar entity, the ownership, directly or indirectly, of voting securities of such person carrying more than 50% of the voting rights attaching to all voting securities of the person or the ownership of other interests entitling the holder to exercise control and direction over the activities of such person;
|
|
25.5.2.
|
any amendment to the Memorandum or these Articles;
|
|
25.5.3.
|
any merger or consolidation of the Company;
|
|
25.5.4.
|
any material change in the Company’s scope of business;
|
|
25.5.5.
|
the voluntary liquidation or dissolution of the Company;
|
|
25.5.6.
|
approval of the Company’s annual budget and business plan, and any material deviation therefrom; and
|
|
25.5.7.
|
any change of the signatory rights on behalf of the Company.
|
26.
|
Voting Power
|
|
26.1.
|
Subject to the provisions of Article 27.1 below and subject to any other provision hereof pertaining to voting rights attached or not-attached to shares of the Company, whether in general or in respect of a specific matter or matters, every member shall have one vote for each share registered in his name on the Register of Members, regardless of its denomination or class.
|
|
26.2.
|
In case of equality of votes, the resolution shall be deemed to have been rejected.
|
27.
|
Attendance and Voting Rights at General Meeting
|
|
27.1.
|
Unless provided otherwise by the terms of issue of the shares, no member shall be entitled to be present or vote at a General Meeting (or be counted as part of the quorum thereat) unless all amounts due as at the date designated for same General Meeting with respect to his shares were paid.
|
|
27.2.
|
A corporate body being a member of the Company and entitled to vote and/or attend at a General Meeting may exercise such rights by authorizing any person, whether in general or for a specific General Meeting, to be present and/or vote on its behalf. Upon the request of the Chairman of the General Meeting, a writing evidence of such authorization and its validity (in a form acceptable to the Chairman) shall be furnished thereto.
|
|
27.3.
|
A member entitled to vote and/or attend at a General Meeting may appoint a proxy, whether is general or for a specific General Meeting, to exercise such rights, in a form approved by the Board.
|
|
27.4.
|
The instrument appointing a proxy shall be delivered to the Company not later than forty-eight (48) hours before the time designated for the General Meeting at which the person named in the instrument proposes to vote and/or attend.
|
|
27.5.
|
A member entitled to vote and/or attend at a General Meeting and is legally incapacitated, may exercise such rights by his custodian.
|
|
27.6.
|
If two or more persons are registered as joint owners of any share, the right to attend at a General Meeting, if attached to such share, shall be conferred upon all of the joint owners, but the right to vote at a General Meeting and/or the right to be counted as part of the quorum thereat, if attached to such share, shall be conferred exclusively upon the senior amongst the joint owners attending the General Meeting, in person or by proxy; and for this purpose seniority shall be determined by the order in which the names appear on the Register of Members.
|
|
27.7.
|
The voting on the terms of the instrument of proxy shall be legal even in case of prior death or incapacity or bankruptcy of the principal, and in respect of a corporate principal, in case of its winding up or revocation of the instrument of proxy or transfer of the respective share, unless a notice in writing of such death or incapacity or bankruptcy or winding up or revocation of share transfer shall have been received by the Register of Members.
|
|
27.8.
|
No proxy shall be valid after the expiry of 12 months from the date of its issue.
|
28.
|
Powers of the Board
|
|
28.1.
|
The Board shall be vested with the exclusive authority to exercise all of the Company’s powers which are not, by Law, the Memorandum (for as long as it is in effect), the Articles or any applicable law, required to be exercised by the General Meeting, the General Manager, or any other organ of the Company as such term is defined in the Law.
|
|
28.2.
|
The Board shall set the policy guidelines for the Company and shall supervise the performance and activities of the General Manager.
|
29.
|
Exercise of Powers of the Board
|
|
29.1.
|
The powers conferred upon the Board shall be vested in the Board as
a
collective body, and not in each one or more of the directors individually, and all such powers may be exercised by the Board by adopting resolutions in accordance with the provisions of the Articles.
|
|
29.2.
|
Except as otherwise required by these Articles, a
resolution shall be deemed adopted at a meeting of the Board if supported by a majority of the directors attending such meeting and
entitled to vote
thereon. The Chairman of the Board shall have no casting vote
, except as set forth in Article 41.2.
|
|
29.3.
|
The Board may hold meetings using any means of communication, provided that all of the directors participating can simultaneously hear one another.
|
|
29.4.
|
The Board may adopt resolutions without convening a meeting, as provided in the Law.
|
30.
|
Committees of Directors
|
|
30.1.
|
The Board may, subject to Section 112 of the Law, delegate any or all of its powers to committees, each consisting of two or more directors, one of which shall be an External Director, and it may, from time to time, revoke or alter the powers so delegated.
Without derogating from the generality of the foregoing, subject to the Law, the Board may delegate to a committee its power to approve the terms of compensation of officers.
Each committee shall, in the exercise of the powers so delegated, conform to any regulations and conditions prescribed by the Board upon the delegation or at any other time. Each resolution adopted by a committee within the powers delegated to it by the Board shall be deemed to have been held by the Board.
|
|
30.2.
|
The Board will appoint from among its members an audit committee. All External Directors shall be members of the audit committee.
|
|
30.3.
|
The provision of the Articles with respect to the meetings of the Board, their convening and adoption of resolutions thereat shall apply, mutatis mutandis, to the meetings of any such committee, unless otherwise prescribed by the Board.
|
31.
|
Number of Directors
|
32.
|
Appointment and Removal of Directors
|
|
32.1.
|
The directors shall be elected annually at a General Meeting as aforesaid and shall remain in office until the next Annual Meeting at which time they shall retire, unless their office is vacated previously as stipulated in the Articles, provided however that the External Directors shall be appointed, and shall remain in office, as prescribed in the Law.
|
|
32.2.
|
The elected directors shall assume office on the day of their election.
|
|
32.3.
|
A retiring director may be reelected. Pending the convening of an Annual Meeting at which the directors are to retire from office, all directors shall remain in office until the convening of the Annual Meeting of the Company except in case of prior vacation of a director’s office according to the Articles.
|
|
32.4.
|
If no directors are elected at the Annual Meeting, all the retiring directors shall remain in office pending their replacement by a General Meeting of the Company.
|
|
32.5.
|
Except with regard to a director whose tenure of office expires upon the convening of a General Meeting or a person recommended by the Board to serve as director, no motions for appointment of a candidate as a director shall be made unless a notice in writing signed by a member of the Company (other than the candidate himself) who is entitled to participate in and vote at the meeting, stating the intent of the said member to propose a candidate for election to the office of director, together with a document in writing by the candidate expressing his consent to be so elected, shall have been received at the office of the Company within a period of not less than forty-eight (48) hours and not more than forty-two (42) days before the appointed date of the General Meeting.
|
|
32.6.
|
The General Meeting may, by way of a resolution, remove a director from office before the expiry of his tenure, and appoint another person to serve as director of the Company in his place, and also appoint a number of directors in the event of the number of directors having decreased below the minimum established by the General Meeting.
|
|
32.7.
|
The provisions of this Article 32 shall not apply to External Directors, whose appointment and removal shall be pursuant to the relevant provisions of the Law.
|
33.
|
Qualification of Directors
|
34.
|
Vacation of Director’s Office
|
|
34.1.
|
Upon his death;
|
|
34.2.
|
On the date at which he is declared a bankrupt;
|
|
34.3.
|
On the date he is declared legally incapacitated;
|
|
34.4.
|
On the date stipulated therefor in the resolution of his election or the notice of his appointment, as the case may be;
|
|
34.5.
|
On the date stipulated therefor in the resolution or notice of his removal or on the date of the delivery of such notice to the Company, whichever is later;
|
|
34.6.
|
On the date stipulated therefor in a written notice of resignation thereby delivered to the Company or upon its delivery to the Company, whichever is later.
|
|
34.7.
|
If he is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a director, as set forth in the Law.
|
|
34.8.
|
If a court of competent jurisdiction decides to terminate his office, in accordance with the provisions of the Law, in a decision or judgment for which no stay of enforcement is granted.
|
35.
|
Remuneration of Directors
|
36.
|
Conflict of Interests
|
37.
|
Alternate Director
|
|
37.1.
|
Subject to the approval of the Board, a director may, by delivering a written notice to the Company, appoint an alternate for himself (hereinafter referred to as “
Alternate Director
”), remove such Alternate Director and appoint another Alternate Director in place of any Alternate Director appointed by him whose office has been vacated for any reason whatsoever. The appointment of the Alternate Director shall be for an indefinite period and for all purposes, unless restricted to a specific period, to a specific meeting or act of the Board, to a specific matter or in any other manner, and same restriction was specified in the appointment instrument or in a written note delivered to the Company.
|
|
37.2.
|
Any notice delivered to the Company pursuant to Article 37.1 shall become effective on the date specified therefor therein or upon delivery thereof to the Company or upon approval of the Board, whichever is later.
|
|
37.3.
|
An Alternate Director shall be vested with all rights and shall bear all obligations of the director who appointed him, provided, however, that he shall not be entitled to appoint an alternate for himself (unless the instrument appointed him expressly provides otherwise), and provided further that the Alternate Director shall have no standing at any meeting of the Board or any committee thereof whereat the director who appointed him is present.
|
|
37.4.
|
The following may not be appointed nor serve as an Alternate Director: (i) a person not qualified to be appointed as a director, (ii) an actual director, or (iii) another Alternate Director.
|
|
37.5.
|
The office of an Alternate Director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 34, and such office shall further be ipso facto vacated if the director who appointed such Alternate Director ceases to be a director.
|
38.
|
Meeting of the Board
|
|
38.1.
|
Subject to Articles 40 and 41 below, the Board may meet, adjourn its meeting and otherwise determine and regulate such meetings and their proceedings as it deems fit.
|
|
38.2.
|
Upon the vacation of the office of a director, the remaining directors may continue to discharge their functions until the number of remaining directors decreases below the minimum established in the Articles. In the latter case the remaining directors may only act to convene a General Meeting of the Company.
|
|
38.3.
|
The
Board, by unanimous approval of all
directors
then in office,
may at any time appoint any person to serve as director as replacement for a vacated office or in order to increase the number of directors, subject to the condition that the number of directors shall not exceed the maximum established in these Articles. Any so appointed director shall remain in office until the next
Annual
Meeting, at which he may be reelected.
|
39.
|
Convening Meetings of the Board
|
|
39.1.
|
The Chairman of the Board may, at any time, convene a meeting of the Board, and shall be obliged to do so (i) at least once every three months, (ii) upon receipt of a written demand from any one director, or (iii) in accordance with
Section
122(4) or 169 of the Law. In the event there is no such Chairman or a meeting of the Board was not convened to a date which is no later then ten (10) days following delivery of such written demand or receipt of the relevant notice or report, any of the abovementioned directors may convene a meeting of the Board.
|
|
39.2.
|
A resolution adopted at a meeting of the Board, which had not convened in accordance with the necessary requirements set forth in the Law or these Articles may be invalidated in accordance with the applicable provisions of the Law.
|
|
39.3.
|
A director may waive his right to receive prior notice of any meeting, in general or in respect of a specific meeting, and shall be deemed to have waived such right with respect to any meeting at which he was present.
|
40.
|
Quorum
|
41.
|
Chairman of the Board
|
|
41.1.
|
The Board may from time to time elect one of its members to be the Chairman of the Board, remove such Chairman from office and appoint another in his place. However, the General Manager shall not serve as the Chairman of the Board, nor shall the Chairman of the Board be vested with the powers designated to the General Manager, except in accordance with
Section
121(3) of the Law. The Chairman of the Board shall preside at every meeting of the Board, but if there is no such Chairman, or if he is not present or he is unwilling to take the chair at any meeting, the directors present shall elect one of their members to be chairman of such meeting.
|
|
41.2.
|
The Chairman of the Board shall have no casting vote
, unless (i) the Chairman of the Board is then Mr. Shlomo Nehama and (ii) Nechama Investments, together with any Affiliates thereof, then holds at least 25.05% of the outstanding shares of the Company.
Notwithstanding the foregoing, in
case Mr. Shlomo Nehama elects to exercise his casting vote in respect of a specific resolution brought before the Board (the “
Triggering Resolution
”), then (a) prior to such exercise, Nechama Investments shall be required to trigger the “Buy Me Buy You” mechanism set forth in Section
6 of the Shareholders Agreement as an Offering Party (as defined in the Shareholders Agreement), whereby the Triggering Resolution will be pending until the consummation of the sale of the Restricted Shares (as defined in the Shareholders Agreement) of one party to the Shareholders Agreement to the other party of the Shareholders Agreement in accordance with such “Buy Me Buy You” mechanism; and (b) in the event that three (3) directors of the Company so require, the Triggering Resolution shall be conditioned upon the approval of the General Meeting pursuant to Article 25.1. Upon a transfer of the Restricted Shares by Kanir to third party in accordance with the terms of the Shareholders Agreement, the casting vote of the Chairman of the Board shall expire.
|
42.
|
General Manager
|
|
42.1.
|
The Board shall appoint one or more persons, whether or not directors, as General Manager(s) of the Company, either for a definite period or without any limitation of time, and may confer powers, authorities and rights and/or impose duties and obligations upon such person or persons and determine his or their salaries as the Board may deem fit and subject to the provisions of the Law.
Subject to the Law, the Board may delegate to the General Manager its power to approve the terms of compensation of other officers.
|
43.
|
Minutes
|
|
43.1.
|
The proceedings of each meeting of the Board and meeting of committee of the Board shall be recorded in the minutes of the Company. Such minutes shall set forth the names of the persons present at every such meeting and all resolutions adopted thereat and shall be signed by the chairman of the meeting.
|
|
43.2.
|
All minutes approved and signed by the chairman of the meeting or the Chairman of the Board, shall constitute prima facie evidence of its contents.
|
44.
|
Internal Auditor
|
|
44.1.
|
The Board shall appoint an internal auditor in accordance with the provisions of the Law.
|
|
44.2.
|
The Internal Auditor shall submit to the audit committee a proposal for an annual or periodic work program for its approval. The Audit Committee shall approve such proposal subject to the modifications which it considers necessary.
|
|
44.3.
|
The General Manager shall be in charge of and supervise the Internal auditor’s performance of its obligations.
|
45.
|
Declaration of Dividends
|
|
45.1.
|
The Board may, from time to time, subject to the provisions of the Law, declare a dividend at a rate as the Board may deem considering the accrued profits of the Company as set forth in its financial statements, and provided that the payment of such dividends will not reasonably prevent the Company from meeting its current and expected liabilities.
|
|
45.2.
|
Subject to any special or restricted rights conferred upon the holders of shares as to dividends, all dividends shall be declared and paid in accordance with the paid-up capital of the Company attributable to the shares in respect of which the dividends are declared and paid. The paid-up capital attributable to any share (whether issued at its nominal value, at a premium or at a discount), shall be nominal value of such share. Provided, however that if the entire consideration for same share was not yet paid to the Company, the paid-up capital attribute thereto shall be such proportion of the nominal value as the amount paid to the Company with respect to the share bears to its full consideration, and further provided the amounts which have been prepaid on account of shares and the Company has agreed to pay interest thereon shall not be deemed, for the purposes of this Article, to be payments on account of such shares. In the event no amount has been paid with respect to any shares whatsoever, dividends may be declared and paid according to the nominal value of the shares.
|
|
45.3.
|
Notice of the declaration of dividends shall be
published as required by applicable law
.
|
46.
|
Rights to Participate in the Distribution of Dividends
|
|
46.1.
|
Subject to special rights with respect to the Company’s profits to be conferred upon any person pursuant to these Articles and the Law, all the profits of the Company may be distributed among the members entitled to participate in the distribution of dividends.
|
|
46.2.
|
Notwithstanding for foregoing, a holder of shares shall not be attributed with the right to participate in the distribution of dividends
the record date for which preceded
the date of issuance
of such shares
.
|
47.
|
Interest on Dividends
|
48.
|
Payment of Dividends
|
49.
|
Payment in Specie
|
50.
|
Setting-Off Dividends
|
51.
|
Unclaimed Dividends
|
|
51.1.
|
Dividends unclaimed by the person entitled thereto within thirty (30) days after the date stipulated for their payment, may be invested or otherwise used by the company, as it deems fit, until claimed; but the Company shall not be deemed a trustee in respect thereof.
|
|
51.2.
|
Dividends unclaimed within the period of seven (7) years from the date stipulated for their payment, shall be forfeited and shall revert to the Company, unless otherwise directed by the Board
.
|
52.
|
Reserves and Funds
|
|
52.1.
|
The Board may, before recommending the distribution of dividends, determine to set aside out of the profits of the Company or out of an assets revaluation fund and carry to reserve or reserves such sums as it deems fit, and direct the designation, application and use of such sums. The Board may further determine that any such sums which it deems prudent not to distribute as dividends will not be set aside for reserve, but shall remain as such at the disposal of the Company.
|
|
52.2.
|
The Board may, from time to time, direct the revaluation of the assets of the Company, in whole or in part, and the creation of an assets revaluation fund out of the revaluation surplus, if any.
|
53.
|
Capitalization of Profits
|
|
53.1.
|
The Board may capitalize all or any part of the sums or assets allocated to the credit of any reserve fund or to the credit of the profit and loss account or being otherwise distributable as dividends (including sums or assets received as premiums on the issuance of shares or debentures), and direct accordingly that such sums or assets be released for distribution amongst the members who would have been entitled thereto if distributed by way of dividends and in the same proportion; provided that same sums or assets be not paid in cash or in specie but be applied for the payment in full or in part of the unpaid consideration of the issued shares held by such members and/or for the payment in full of the consideration (as shall be stipulated in said resolution) for shares or debentures of the Company to be issued to such members subsequent to the date of said resolution, credited as fully paid up.
|
|
53.2.
|
In the event a resolution as aforesaid shall have been adopted, the Board shall make all adjustments and applications of the moneys or assets resolved to be capitalized thereby, and shall do all acts and things required to give effect thereto. The Board may authorize any person to enter into agreement with the Company on behalf of all members entitled to participate in such distribution, providing for the issuance to such members of any shares or debentures, credited as fully paid, to which they may be entitled upon such capitalization or for the payment on behalf of such members, by the application thereto of the proportionate part of the money or assets resolved to be capitalized, of the amounts or any part thereof remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding upon all such members.
|
54.
|
Accounting Books
|
|
54.1.
|
The Board shall cause the Company to hold proper accounting books and to prepare an annual balance sheet, a statement of Profit and Loss, and such other financial statements as the Company may be required to prepare under law.
|
|
54.2.
|
The Board may determine at its sole discretion the terms on which any of the accounts and books of the Company shall be open to inspection by members, and no member (other than a director) shall be entitled to inspect any account or ledger or document of the Company unless such right is granted by law or by the Board.
|
|
54.3.
|
At least once a year, the Board shall submit to the Annual Meeting financial statements for the period from the previous statement as required by Law. The balance sheet shall be accompanied by an auditors’ report
, if available.
|
|
54.4.
|
The Company shall not be required to send copies of its financial statements to members
.
|
55.
|
Authority to keep Branch Registers
|
56.
|
Provisions in respect of keeping Branch Registers
|
57.
|
The Company’s Signature
|
|
57.1.
|
A document shall be deemed signed by the Company upon the fulfillment of the following:
|
|
57.1.1.
|
It bears the name of the Company in print;
|
|
57.1.2.
|
It bears the signature of one or more persons authorized therefor by the Board; and
|
|
57.1.3.
|
The act of the person authorized by the Board as aforesaid was within its authority and without deviation therefrom.
|
|
57.2.
|
The signatory rights on behalf of the Company shall be determined by the Board.
|
|
57.3.
|
An authorization by the Board as provided in Article 57.2 may be for a specific matter, for a specific document or for a certain sort of document or for all the Company’s documents or for a definite period of time or for an unlimited period of time, provided that any such authority may be terminated by Board, at will.
|
|
57.4.
|
The provisions of this Article shall apply both to the Company’s documents executed in Israel and the Company’s documents executed abroad.
|
58.
|
Notices in Writing
|
|
58.1.
|
Notices pursuant to the Law, the Memorandum and the Articles shall be made in the manner prescribed by the Board from time to time.
|
|
58.2.
|
Unless otherwise prescribed by the Board, all notices shall be made in writing and shall be sent by mail.
|
59.
|
Delivery of Notices
|
|
59.1.
|
Each member and each director shall notify the Company in writing of his address for the receipt of notices, documents and other communications relating to the Company, its business and affairs.
|
|
59.2.
|
Any notice, document or other communication shall be deemed to have been received at the time received by the addressee, or if sent by registered mail
,
within
three
(
3
) days from its dispatch, whichever is earlier.
|
|
59.3.
|
The address for the purposes of Article 59.2 shall be the address furnished pursuant to Article 59.1, and the address of the Company for the purposes of Article 59.2 shall be its registered address or principal place of business.
|
60.
|
Indemnity of Officers
|
|
60.1.
|
The Company may, from time to time and subject to any provision of law, indemnify an Officer in respect of a liability or expense set out below which is imposed on him or incurred by him as a result of an action taken in his capacity as an Officer of the Company:
|
|
60.1.1.
|
monetary liability imposed on him in favor of a third party by a judgment, including a settlement or a decision of an arbitrator which is given the force of a judgment by court order;
|
|
60.1.2.
|
reasonable litigation expenses, including legal fees, incurred by the Officer as a result of an investigation or proceeding instituted against such Officer by a competent authority, which investigation or proceeding has ended without the filing of an indictment or in the imposition of financial liability in lieu of a criminal proceeding, or has ended in the imposition of a financial obligation in lieu of a criminal proceeding for an offence that does not require proof of criminal intent (the phrases “proceeding that has ended without the filing of an indictment” and “financial obligation in lieu of a criminal proceeding” shall have the meanings ascribed to such phrases in Section 260(a)(1a) of the Companies Law); and
|
|
60.1.3.
|
reasonable litigation expenses, including legal fees, which the Officer has incurred or is obliged to pay by the court in proceedings commenced against him by the Company or in its name or by any other person, or pursuant to criminal charges of which he is acquitted or criminal charges pursuant to which he is convicted of an offence which does not require proof of criminal intent.
|
|
60.2.
|
The Company may, from time to time and subject to any provision of the law:
|
|
60.2.1.
|
Undertake in advance to indemnify an Officer of the Company for any of the following:
|
|
(i)
|
any liability as set out in Article 60.1.1 above, provided that the undertaking to indemnify is limited to the classes of events which in the opinion of the Board can be anticipated in light of the Company’s activities at the time of giving the indemnification undertaking, and for an amount and/or criteria which the Board has determined are reasonable in the circumstances and, the events and the amounts or criteria that the Board deem reasonable in the circumstances at the time of giving of the undertaking are stated in the undertaking; or
|
|
(ii)
|
any liability stated in Article 60.1.2 or 60.1.3 above;
|
|
60.2.2.
|
indemnify an Officer after the occurrence of the event which is the subject of the indemnity.
|
61.
|
Insurance of Officer
|
|
61.1.1.
|
A breach of a cautionary duty toward the Company or toward another person;
|
|
61.1.2.
|
A breach of a fiduciary duty toward the Company, provided the
Officer
acted in good faith and has had reasonable ground to assume that the act would not be detrimental to the Company;
|
|
61.1.3.
|
A monetary liability imposed upon an
Officer
toward another.
|
61A.
|
Exemption
|
62.
|
Distribution of Assets
|
TEN COM | – | as tenants in common | UNIF GIFT MIN ACT | – | Custodian | ||
TEN ENT | – | as tenants by the entireties | ( Cust) | (Minor) | |||
JT TEN | – | as joint tenants with right of | under Uniform Gifts to Minors | ||||
survivorship and not as tenants | Act | ||||||
in common | (State) |
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|
|
|
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) | |
Shares | |
of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint | |
Attorney | |
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
|
Dated |
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. |
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK
OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH
A SIGNATURE GUARANTEE MEDALLION PROGRAM.
|
COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com |
1
|
The original language version is on file with the Registrant and is available upon request.
|
2
|
Please note that Mr. Savino Acquafresca is owner of parcel 97, Mrs. Luigia Carlone is owner of parcel 271 and both Mr. Savino Acquafresca and Mrs. Luigia Carlone are co-owners of parcels 299.
|
1 Execution date
|
September 13, 2011
|
2. Grantors
|
Mr. Michele Pasquarelli and Mrs. Vannina Lai
|
3 Grantee
|
Murgia Solar S.r.l.
|
4. Portion of the land
|
Municipality of Minervino Murge (BT), sheet 146, parcels 83, 85, 95, 96,
size 2.00.62 hectares
.
|
5. Duration
|
21 years
(until September 12, 2032)
|
6. Extension and Renewal
|
Upon the expiry date, the building right may be renewed for further 4 years, and upon the expiry of the 4-year period above, for further 5 years, upon the Grantee’s request to be made by means of 60 day prior notice by registered letter.
|
7. Consideration
|
As consideration for the 21-year building right, the Grantee shall pay an overall amount of Euro 147,455.70, which shall be paid in 21 annual instalment of Euro 7,021.70 by September 13 of each year. The payment is made in advance for the following year.
The consideration for the 4-year and 5-year renewal shall be equal to 7,021.70) increased by 100% of the previous year inflation national rate as resulting by official statistics.
|
8. Consideration adjustment
|
The annual payment shall be adjusted each year by 100% of the previous year’s inflation national rate as resulting by official statistics.
|
9. Gratuitous lease agreement
|
The Parties entered into a gratuitous lease agreement having as object parcels 83, 85 and 95, sheet 146, size 1.39.81 hectares, which has not been used for the construction of the PV Plant. The duration of the gratuitous lease agreement is 21 years and the Parties undertook to extend the same in the case of renewal of the building right.
|
10. Withdrawal/Termination right (Grantee)
|
Starting from the date of execution, the Grantee shall be entitled to withdraw at any time before the expiry date of the agreement. The withdrawal shall be made by notarial deed and communicated to the Grantors by registered letter.
|
11.Withdrawal/Termination
right (Grantor)
|
The Grantors shall be entitled to terminate the building right agreement in case payment of the consideration is delayed for more than 3 months.
In the case of termination, the Grantors shall send a written notice to the Grantee and to the financing entity indicated by the Grantee. Within 60 days of receipt of the abovementioned notice, the financing entity shall be entitled to (i) appoint a third party that will replace the Grantee in the agreement, or (ii) to inform the Grantors of its intention to cure, directly or through the Grantee, the breach of contract giving rise to the termination. In such events, the Grantors shall be entitled to terminate the building right agreement only by way of judicial order and provided that the non-fulfilment has not been cured within 60 days of the appointment of the third party replacing the Grantee or, as the case may be, of the receipt by the Grantors of the financing entity’s notice. Regardless of any breach of contract by the Grantee, the financing entity shall have the faculty to appoint a third party replacing the Grantee in the event the financing entity has informed the Grantee of its intention to declare the Grantee forfeited from the term for payment (
decadenza del beneficio del termine
), or to terminate for breach of contract or to withdraw from the loan agreement.
|
12. Easements
|
The Grantors agree to grant and set-up all the easements necessary for the construction and operation of the PV Plant on any neighbouring lands owned by the Grantors.
|
13. Plant removal
|
Within 6 months
following the expiry of the building right, the Grantee shall remove the PV Plant at its own expense.
Ownership of the PV Plant shall remain with the Grantee.
|
14. Assignment
|
The Grantee shall be entitled, at any time whatsoever, to assign the building right
agreement to third parties and/or the rights and obligations arising there from, sending the relevant notice to the Grantors.
|
15. Pre-emption
|
Should the Grantors decide to sell the Land, they shall send to the Grantee notice indicating the terms and conditions for the sale. The Grantee shall be entitled to exercise a pre-emption right for the purchase of the Land by sending a letter within 60 days of receipt of the notice of sale.
|
16. Governing Law and Competent Court
|
Italian law applies. Exclusive jurisdiction of the court of Trani.
|
1
|
The original language version is on file with the Registrant and is available upon request.
|
1 Execution date
|
August 4, 2011
|
2. Grantors
|
Mr. Vincenzo D’Angella and Mrs. Francesca Vurro
|
3 Grantee
|
Luma Solar S.r.l.
|
4. Portion of the land
|
Municipality of Minervino Murge (BT), sheet 131, parcels 43, 46, 47, 48, 96, 102, 105, 111, 112, 166,
size 3.79.57 hectares
2
.
|
5. Duration
|
21 years
(until August 4, 2032)
|
6. Extension and Renewal
|
Upon the expiry date, the building right may be renewed for further 4 years, and upon the expiry of the 4-year period above, for further 5 years, upon the Grantee’s request to be made by means of 60 days prior notice by registered letter.
|
7. Consideration
|
As consideration for the 21-year building right, the Grantee shall pay an overall amount of Euro 278,983.95 of which:
-
Euro 37,668.71 to Mr. Vincenzo D’Angella;
-
Euro 241,314.94 to Mr. Vincenzo D’Angella and Mrs. Francesca Vurro.
The consideration shall be paid in 21 annual instalments equal to Euro 13,284.95 (of which Euro 1,793.75 to Mr. Vincenzo D’Angella and Euro 11,491.20 to both Vincenzo D’Angella and Mrs. Francesca Vurro) by August 5 of each year. The payment is made in advance for the following year.
The consideration for the 4-year and 5-year renewal shall be equal to 13,284.950 (of which Euro 1,793.75 to Mr. Vincenzo D’Angella and Euro 11,491.20 to both Vincenzo D’Angella and Mrs. Francesca Vurro) increased by 100% of the previous year inflation national rate as resulting by official statistics.
|
8. Consideration adjustment
|
Starting from the second yearly instalment (August 5, 2012) the annual payment shall be adjusted each year by 100% of the previous year’s inflation national rate as resulting by official statistics.
|
9. Gratuitous lease agreement
|
The Parties entered into a gratuitous lease agreement having as object parcels 43, 96, 102, 105, 111 and 112, size 1.39.81 hectares, which has not been used for the construction of the PV Plant. The duration of the gratuitous lease agreement is 21 year and the Parties undertook to extend the same in the case of renewal of the building right.
|
10. Withdrawal/Termination right (Grantee)
|
Starting from the date of execution, the Grantee shall be entitled to withdraw at any time before the expiry date of the agreement. The withdrawal shall be made by notarial deed and communicated to the Grantors by registered letter.
|
11.Withdrawal/Termination
right (Grantor)
|
The Grantors shall be entitled to terminate the building right agreement in case payment of the consideration is delayed for more than 3 months.
In the case of termination, the Grantors shall send a written notice to the Grantee and to the financing entity indicated by the Grantee. Within 60 days of receipt of the abovementioned notice, the financing entity shall be entitled to (i) appoint a third party that will replace the Grantee in the agreement, or (ii) to inform the Grantors of its intention to cure, directly or through the Grantee, the breach of contract giving rise to the termination. In such events, the Grantors shall be entitled to terminate the building right agreement only by way of judicial order and provided that the non-fulfilment has not been cured the within 60 days of the appointment of the third party replacing the Grantee or, as the case may be, of the receipt by the Grantors of the financing entity’s notice. Regardless of any breach of contract by the Grantee, the financing entity shall have the faculty to appoint a third party replacing the Grantee in the event the financing entity has informed the Grantee of its intention to declare the Grantee forfeited from the term for payment (
decadenza del beneficio del termine
), or to terminate for breach of contract or to withdraw from the loan agreement.
|
12. Easements
|
The Grantors agree to grant and set-up all the easements necessary for the construction and operation of the PV Plant on any neighbouring lands owned by the Grantors.
|
13. Plant removal
|
Within 6 months
following the expiry of the building right, the Grantee shall remove the PV Plant at its own expense.
Ownership of the PV Plant shall remain with the Grantee.
|
14. Assignment
|
The Grantee shall be entitled, at any time whatsoever, to assign the building right
agreement to third parties and/or the rights and obligations arising there from, sending the relevant notice to the Grantors.
|
15. Pre-emption
|
Should the Grantors decide to sell the Land, they shall send the Grantee notice indicating the terms and conditions for the sale. The Grantee shall be entitled to exercise a pre-emption right for the purchase of the Land by sending a letter within 60 days of receipt of the notice of sale.
|
16. Governing Law and Competent Court
|
Italian law applies. Exclusive jurisdiction of the court of Trani.
|
-
|
Mr. Eloy Martínez Sagrera;
|
-
|
Ms. Irene Muñoz Sagrera;
|
-
|
Ms. Irene Martínez Muñoz;
|
-
|
Ms. María del Carmen Martínez Muñoz;
|
-
|
Mr. Eloy Jesús Martínez Muñoz;
|
-
|
Ms. María Asunción Martínez Muñoz; and
|
-
|
Ms. Rosa Martínez Sagrera.
|
Name of Subsidiary
|
Percentage of Ownership
|
Jurisdiction of Incorporation
|
||
Ellomay Clean Energy Ltd.
|
100%
|
Israel
|
||
Ellomay Clean Energy LP
|
100%
|
Israel
|
||
Ellomay Luxemburg Holdings S.àr.l.
|
100%
|
Luxemburg
|
||
Ellomay PV One S.r.l.
|
100%
1
|
Italy
|
||
Ellomay PV Two S.r.l.
|
100%
1
|
Italy
|
||
Ellomay PV Five S.r.l.
|
100%
1
|
Italy
|
||
Ellomay PV Six S.r.l.
|
100%
1
|
Italy
|
||
Energy Resources Galatina S.r.l.
|
100%
1
|
Italy
|
||
Pedale S.r.l.
|
100%
1
|
Italy
|
||
Luma Solar S.r.l.
|
100%
1
|
Italy
|
||
Murgia Solar S.r.l.
|
100%
1
|
Italy
|
1.
|
I have reviewed this annual report on Form 20-F of Ellomay Capital Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ Ran Fridrich
|
||
Ran Fridrich
|
||
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of Ellomay Capital Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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5.
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The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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/s/ Kalia Weintraub
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||
Kalia Weintraub
|
||
Chief Financial Officer
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A)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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B)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Ran Fridrich
|
||
Ran Fridrich
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||
Chief Executive Officer
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||
/s/ Kalia Weintraub
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||
Kalia Weintraub
|
||
Chief Financial Officer
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/s/ Somekh Chaikin
Somekh Chaikin
Certified Public Accountants (Isr).
Member firm
of KPMG International
Tel-Aviv, Israel
April 5, 2012
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Tel Aviv, Israel
April 5, 2012
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/s/ Kost Forer Gabbay & Kasierer
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
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/s/ Kost Forer Gabbay & Kasierer
|
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Kost Forer Gabbay & Kasierer,
A member of Ernst & Young Global
|
|
Tel-Aviv, Israel
April 5, 2012
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