|
☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☑ |
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
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
||
Ordinary Shares, par value
NIS 10.00 per share
|
ELLO
|
NYSE American LLC
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☑
|
Emerging growth company ☐
|
1
|
Does not include a total of 258,046 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.
|
U.S. GAAP ☐
|
International Financial Reporting Standards as issued ☑
|
Other ☐
|
by the International Accounting Standards Board
|
Page
|
||
6
|
||
7
|
||
Part I
|
||
9
|
||
9
|
||
9
|
||
32 | ||
104 | ||
104 | ||
127 | ||
152 | ||
157
|
||
159 | ||
159
|
||
178 | ||
180
|
||
Part II
|
||
181 | ||
181 | ||
181 | ||
182 | ||
182 | ||
182 |
183 | ||
183 | ||
Change in Registrant’s Certifying Accountants | 183 | |
Corporate Governance | 183 | |
Mine Safety Disclosure | 184 | |
Part III
|
||
184 | ||
184
|
||
185 |
• |
risks related to projects that are in the development stage, among other issues due to the inability to obtain or maintain licenses or project finance;
|
• |
our EPC contractors’ technical, professional and financial ability to construct, install, test and commission a renewable energy facility;
|
• |
dependency on the availability of financial incentives and government subsidies and on governmental regulations for our operating renewable energy projects and the potential reduction or elimination,
including retroactive amendments, of the government subsidies and economic incentives applicable to, or amendments to regulations governing the, renewable energy markets in which we operate or to which we may in the future enter;
|
• |
our contractors’ technical, professional and financial ability to deliver on and comply with their operation and maintenance, or O&M, undertakings in connection with the operation of our renewable
energy facilities;
|
• |
the effects of the COVID-19 pandemic on the development, construction and operation of projects, including in connection with actions taken by governments and authorities, delays in construction due to
quarantine and other measures, changes in regulation, changes in the price of electricity and in the consumption of electricity;
|
• |
defects in the components of the renewable energy facilities we operate;
|
• |
risks relating to operations in foreign countries, including cross currency movements, payment cycles and tax issues;
|
• |
changes in the prices of energy or in the components or raw materials required for the production of renewable energy;
|
• |
the market, economic and political factors in the countries in which we operate;
|
• |
weather conditions and various meteorological and geographic factors;
|
• |
our ability to maintain and gain expertise in the energy market, and to track, monitor and manage the projects which we have undertaken;
|
• |
our ability to meet our undertakings under various financing agreements, including to our debenture holders, and our ability to raise additional equity or debt financing in the future;
|
• |
the risks we are exposed to due to our holdings in U. Dori Energy Infrastructures Ltd. and Dorad Energy Ltd.;
|
• |
the risks we are exposed to due to our involvement in Waste-to-Energy, or WtE, projects in the Netherlands;
|
• |
fluctuations in the value of currency and interest rates;
|
• |
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 due to 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 our ability to identify, evaluate and consummate additional suitable business opportunities and strategic alternatives; and
|
• |
the resolution of existing litigation and the possibility of future litigation.
|
Year ended December 31,
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
2019
|
|||||||||||||||||||
euro
|
Convenience Translation into US$(1)
|
|||||||||||||||||||||||
Revenues
|
18,988
|
18,117
|
13,636
|
11,632
|
12,446
|
21,308
|
||||||||||||||||||
Operating expenses
|
(6,638
|
)
|
(6,342
|
)
|
(2,549
|
)
|
(2,082
|
)
|
(2,571
|
)
|
(7,449
|
)
|
||||||||||||
Depreciation and amortization expenses
|
(6,416
|
)
|
(5,816
|
)
|
(4,518
|
)
|
(4,411
|
)
|
(4,428
|
)
|
(7,200
|
)
|
||||||||||||
Gross profit
|
5,934
|
5,959
|
6,569
|
5,139
|
5,447
|
6,659
|
||||||||||||||||||
Project development costs
|
(4,213
|
)
|
(2,878
|
)
|
*(2,739
|
)
|
*(2,201
|
)
|
*(1,044
|
)
|
(4,728
|
)
|
||||||||||||
General and administrative expenses
|
(3,827
|
)
|
(3,600
|
)
|
*(2,420
|
)
|
*(2,032
|
)
|
*(2,328
|
)
|
(4,295
|
)
|
||||||||||||
Share of profits of equity accounted investee
|
3,086
|
2,545
|
1,531
|
1,375
|
2,202
|
3,463
|
||||||||||||||||||
Other income (expenses), net
|
(2,100
|
)
|
884
|
18
|
90
|
18
|
(2,357
|
)
|
||||||||||||||||
Capital gain
|
18,770
|
-
|
-
|
-
|
-
|
21,063
|
||||||||||||||||||
Operating profit
|
17,650
|
2,910
|
2,959
|
2,371
|
4,295
|
19,805
|
||||||||||||||||||
Financing income
|
1,827
|
2,936
|
1,333
|
263
|
2,061
|
2,050
|
||||||||||||||||||
Financing income (expenses) in connection with derivatives, net
|
897
|
494
|
(3,156
|
)
|
636
|
3,192
|
1,007
|
|||||||||||||||||
Financing expenses
|
(10,877
|
)
|
(5,521
|
)
|
(7,405
|
)
|
(3,333
|
)
|
(3,177
|
)
|
(12,206
|
)
|
||||||||||||
Financing income (expenses), net
|
(8,153
|
)
|
(2,091
|
)
|
(9,228
|
)
|
(2,434
|
)
|
2,076
|
(9,149
|
)
|
|||||||||||||
Profit (loss) before taxes on income
|
9,497
|
819
|
(6,269
|
)
|
(63
|
)
|
6,371
|
10,656
|
||||||||||||||||
Tax benefit (taxes on income)
|
287
|
(215
|
)
|
(372
|
)
|
(569
|
)
|
1,739
|
322
|
|||||||||||||||
Profit (loss) for the year
|
9,784
|
604
|
(6,641
|
)
|
(632
|
)
|
8,110
|
10,978
|
||||||||||||||||
Profit (Loss) attributable to:
|
||||||||||||||||||||||||
Owners of the Company
|
12,060
|
1,057
|
(6,115
|
)
|
(209
|
)
|
8,340
|
13,533
|
||||||||||||||||
Non-controlling interests
|
(2,276
|
)
|
(453
|
)
|
(526
|
)
|
(423
|
)
|
(230
|
)
|
(2,555
|
)
|
||||||||||||
Profit (loss) for the year
|
9,784
|
604
|
(6,641
|
)
|
(632
|
)
|
8,110
|
10,978
|
||||||||||||||||
Other comprehensive income (loss) items that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
|
||||||||||||||||||||||||
Foreign currency translation differences for foreign operations
|
2,103
|
(787
|
)
|
(359
|
)
|
692
|
1,104
|
2,360
|
||||||||||||||||
Effective portion of change in fair value of cash flow hedges
|
1,076
|
(1,008
|
)
|
(1,244
|
)
|
-
|
-
|
1,207
|
||||||||||||||||
Net change in fair value of cash flow hedges transferred to profit or loss
|
(1,922
|
)
|
643
|
1,382
|
-
|
-
|
(2,157
|
)
|
||||||||||||||||
Total other comprehensive income (loss)
|
1,257
|
(1,152
|
)
|
(221
|
)
|
692
|
1,104
|
1,410
|
||||||||||||||||
Total comprehensive income (loss) for the year
|
11,041
|
(548
|
)
|
(6,862
|
)
|
60
|
9,214
|
12,388
|
||||||||||||||||
Basic earnings (loss) per share
|
1.09
|
0.10
|
(0.57
|
)
|
(0.02
|
)
|
0.78
|
1.24
|
||||||||||||||||
Diluted earnings (loss) per share
|
1.09
|
0.10
|
(0.57
|
)
|
(0.02
|
)
|
0.78
|
1.24
|
||||||||||||||||
Weighted average number of shares used for computing basic earnings (loss) per share
|
11,064,847
|
10,675,508
|
10,675,757
|
10,667,700
|
10,715,634
|
11,064,847
|
||||||||||||||||||
Weighted average number of shares used for computing diluted earnings (loss) per share
|
11,070,436
|
10,678,857
|
10,675,757
|
10,667,700
|
10,758,370
|
11,070,436
|
Year ended December 31,
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
2019
|
|||||||||||||||||||
euro
|
Convenience Translation into US$(1)
|
|||||||||||||||||||||||
EBITDA*
|
24,066
|
8,726
|
7,477
|
6,782
|
8,723
|
27,005
|
* |
EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. We present this measure to enhance the understanding of our historical financial performance and to enable
comparability between periods. While we consider EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or
cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account our commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily
indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. Our EBITDA may not be indicative of our historic operating results; nor is it meant to be predictive of potential future results.
|
Year ended December 31,
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
2019
|
|||||||||||||||||||
euro
|
Convenience Translation into US$(1)
|
|||||||||||||||||||||||
Profit (loss) for the year
|
9,784
|
604
|
(6,641
|
)
|
(632
|
)
|
8,110
|
10,978
|
||||||||||||||||
Financing expenses (income), net
|
8,153
|
2,091
|
9,228
|
2,434
|
(2,076
|
)
|
9,149
|
|||||||||||||||||
Taxes on income (tax benefit)
|
(287
|
)
|
215
|
372
|
569
|
(1,739
|
)
|
(322
|
)
|
|||||||||||||||
Depreciation and amortization
|
6,416
|
5,816
|
4,518
|
4,411
|
4,428
|
7,200
|
||||||||||||||||||
EBITDA
|
24,066
|
8,726
|
7,477
|
6,782
|
8,723
|
27,005
|
At December 31,
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
2019
|
|||||||||||||||||||
euro
|
Convenience Translation into US$(1)
|
|||||||||||||||||||||||
Working capital
|
45,436
|
35,675
|
31,286
|
22,402
|
21,515
|
50,986
|
||||||||||||||||||
Total assets
|
310,172
|
211,160
|
198,088
|
148,464
|
147,314
|
348,062
|
||||||||||||||||||
Total liabilities
|
202,606
|
134,203
|
120,588
|
64,093
|
60,872
|
227,356
|
||||||||||||||||||
Total equity
|
107,566
|
76,957
|
77,500
|
84,371
|
86,442
|
120,706
|
||||||||||||||||||
Capital stock
|
84,422
|
(2)
|
76,588
|
(2)
|
76,583
|
(2)
|
76,592
|
(3)
|
76,660
|
(4)
|
94,735
|
(2)
|
||||||||||||
Ordinary shares outstanding
|
11,737,140
|
(2)
|
10,675,508
|
(2)
|
10,675,508
|
(2)
|
10,677,370
|
(3)
|
10,678,888
|
(4)
|
11,737,140
|
(2)
|
|
(1) |
The euro figures at December 31, 2019, and for the period then ended have been translated throughout this report into U.S. dollars using the representative exchange rate of the dollar at December 31, 2019 (euro 1 = US$1.122). The
translation was made solely for convenience, is supplementary information, and is distinguished from the financial statements. The translated dollar figures should not be construed as a representation that the European currency amounts
actually represent, or could be converted into, U.S. dollars.
|
|
(2) |
Net of 258,046 treasury shares.
|
|
(3) |
Net of 256,184 treasury shares.
|
|
(4) |
Net of 254,666 treasury shares.
|
|
• |
As the raw materials used to produce energy in the WtE market are not freely available (as is the case with wind, solar and hydro energies), the success of a WtE facility depends on its ability to procure and maintain sufficient
levels of the waste applicable and suitable to the WtE technology the facility uses, in order to meet a certain of range of energy (gas, electricity or heat) production levels. In order to ensure continuous supply of raw materials, both
in terms of the quantity and the quality and composition of the raw materials, the WtE facility is required to enter into supply relationships and it is preferable to try to establish relationships with several waste suppliers, such as
farmers, food manufacturers and other specialized waste suppliers and to continuously monitor the proposed sales in order to locate the most efficient and beneficial offers. Any increase in the price of waste or shortage in the type or
quality of waste required to produce the desired energy levels with the technology used by the facility could slow down or halt operations, causing a material adverse effect on the results of operations. The quality and availability of
a range of a certain feedstock mix might also increase the facility’s operating costs, either due to the need to purchase more expensive feedstock mix in order to meet the desired energy production levels, or due to increase in the
amounts of residues and the resulting increase of removal of surplus quantities. In addition to the impact of the quality of the feedstock on the production levels, maintaining and monitoring the feedstock quality is crucial, for
preventing malfunctions in the process, for example due to high levels of certain chemicals that might harm the CHP engines. Additionally, a wrong feedstock mix and/or low feedstock quality might create biology problems such as lower
bacteria population, which directly adversely impacts the biogas production. Therefore, any shortage of quality feedstock and changes in the feedstock mix available for use could have a material adverse effect on the results of
operations of the WtE facilities.
|
|
• |
The WtE industry is subject to many laws and regulations which govern the protection of the environment, quality control standards, health and safety requirements, and the management, transportation and disposal of different types of
waste. Environmental laws and regulations may require removal or remediation of pollutants and may impose civil and criminal penalties for violations. The costs arising from compliance with environmental laws and regulations may
increase operating costs for our WtE facilities and we may be exposed to penalties for failure to comply with such laws and regulations. In addition, existing regulation governing waste management and waste disposal provide incentives
to feedstock suppliers to use waste management solutions such as the provision of feedstock to WtE facilities. Any regulatory changes that impose additional environmental restrictions on the WtE industry or that relieve feedstock
suppliers from the stringent regulation concerning waste management and disposal could increase our operating costs, limit or change the cost of the feedstock available to us, and adversely affect our results of operations.
|
|
• |
As we have taken over the operations of the WtE facilities only recently, it is possible that we will continue to consider and execute additional improvement work on the facilities that were not included in the initial plans or
budgets. Any such additional adjustments and improvements could entail significant expenses and adversely impact the operation of the WtE facilities. For example, we constructed a dry silo facility in one of the WtE facilities in the
fourth quarter of 2019 in order to improve the operations of the WtE facilities. Any such expenses and delays may adversely affect our results of operations.
|
|
• |
The operation of the Dorad Power Plant is highly complex and dependent upon the continued ability: (i) to operate the various turbines, and (ii) to turn the turbines on and shut them down quickly based on demand. The profitability of
Dorad also depends on the accuracy of the proprietary forecasting system used by Dorad. Any defects or disruptions, or inaccuracies in forecasts, may result in an inability to provide the amount of electricity required by Dorad’s
customers or in over-production, both of which could have a material adverse effect on Dorad’s operations and profitability.
|
|
• |
Dorad’s operations are dependent upon the expertise and success of its operations and maintenance contractor, who is responsible for the day-to-day operations of the Dorad Power Plant. If the services provided by such contractor will
cause delays in the production of energy or any other damage to the Dorad Power Plant or to Dorad’s customers, Dorad may be subject to claims for damages and to additional expenses and losses and therefore Dorad’s profitability could be
adversely affected.
|
|
• |
Significant equipment failures may limit Dorad’s production of energy. Although such damages are generally covered by insurance policies, any such failures may cause disruption in the production, may not all be covered by the
insurance and the correction of such failures may involve a considerable amount of resources and investment and could therefore adversely affect Dorad’s profitability.
|
|
• |
The construction of the Dorad Power Plant was mainly financed by a consortium of financing entities pursuant to a long-term credit facility and such credit facility provides for pre-approval by the consortium of certain of Dorad’s
actions and contracts with third parties. Changes in the credit ratings of Dorad and its shareholders, non-compliance with financing and other covenants, delays in provision of required pre-approvals or disagreements with the financial
entities and additional factors may adversely affect Dorad’s operations and profitability.
|
|
• |
Dorad entered into a long-term natural gas supply agreement with the partners in the “Tamar” license, or Tamar, located in the Mediterranean Sea off the coast of Israel. This agreement includes a “take or pay” mechanism, subject to
certain restrictions and conditions that may result in Dorad paying for natural gas not actually required for its operations. In the event Dorad will be required to pay for natural gas that it does not need, Dorad’s results of
operations and profitability could be adversely affected. Tamar is currently Dorad’s sole supplier of natural gas and has undertaken to supply natural gas to various customers and is permitted to export a certain amount of the natural
gas to customers outside of Israel. Dorad’s operations will depend on the timely, continuous and uninterrupted supply of natural gas from Tamar and on the existence of sufficient reserves throughout the term of the agreement with Tamar.
During 2019, Dorad entered into a gas supply agreement with Energean Israel Ltd., or Energean, however, due to the COVID-19 outbreak, a delay is expected in the construction of production facilities and in the gas supply to Dorad from
Energean. In addition, the price of natural gas under the supply agreement with Tamar is linked to production tariffs determined by the Israeli Electricity Authority but cannot be lower than the “final floor price” included in the
agreement. Due to the reduction in fuel and energy prices and the resulting reduction in the production tariff during 2019, the price for natural gas under the agreement with Tamar reached the final floor price in January 2020.
Therefore, in the event of future reductions in the fuel and energy prices and the production tariff, the price of gas will not be further reduced, thereby adversely affecting Dorad’s results of operations. Any delays, disruptions,
increases in the price of natural gas under the agreement, or shortages in the gas supply from Tamar will adversely affect Dorad’s results of operations.
|
|
• |
The Dorad power plant is subject to environmental regulations, aimed at increasing the protection of the environment and reducing environmental hazards, including by way of imposing restrictions regarding noise, harmful emissions to
the environment and handling of hazardous materials. Currently the costs of compliance with the foregoing requirements are not material. Any breach or other noncompliance with the applicable laws may cause Dorad to incur additional
costs due to penalties and fines and expenses incurred in order to regain compliance with the applicable laws, all of which may have an adverse effect on Dorad’s profitability and results of operations.
|
|
• |
Due to the agreements with contractors of the Dorad Power Plant and the indexation included in the gas supply agreement, Dorad is exposed to changes in exchange rates of the U.S. dollar against the NIS. To minimize this exposure
Dorad executed forward transactions to purchase U.S. dollars against the NIS. In addition, due to the indexing to the Israeli consumer price index under Dorad’s credit facility, it is exposed to fluctuations in the Israeli CPI, which
may adversely affect its results of operations and profitability. As the hedging performed by Dorad does not completely eliminate such exposures, Dorad’s profitability might be adversely affected due to future changes in exchange rates
or in the Israeli consumer price index.
|
|
• |
Dorad is involved in several arbitration and court proceedings initiated by Dorad’s shareholders, including Dori Energy, most recently in connection with Dorad’s examination of the possible expansion of the Dorad Power Plant, or the
“Dorad 2” project. Disagreements and disputes among shareholders may interfere with Dorad’s operations and specifically with Dorad’s business plan and potential growth.
|
|
• |
The COVID-19 crisis affects Dorad’s customers (which include hotels and other industrial customers), and therefore any decrease in electricity consumption by Dorad’s customers and in Israel generally (affecting the amount of
electricity purchased by the IEC from Dorad), may affect Dorad’s financial results. Dorad already reported a certain decrease in consumption of electricity by its customers and by the IEC due to the COVID-19 and is examining the methods
for managing in the event of a decrease in its revenues as a result. As the COVID-19 crisis continues and expands, the effects of the reduced consumption on Dorad’s results of operations may become more significant.
|
|
• |
increasing our vulnerability to adverse economic, industry or business conditions and cross currency movements and limiting our flexibility in planning for, or reacting to, changes in our industry and the economy in general;
|
|
• |
requiring us to dedicate a substantial portion of our cash flow from operations to service our debt, thus reducing the funds available for operations and future business development; and
|
|
• |
limiting our ability to obtain additional financing to operate, develop and expand our business.
|
|
• |
Reliability - Solar energy production does not require fossil fuels and is therefore less dependent on this limited natural resource with volatile prices. Although there is variability in the amount and timing of sunlight over the
day, season and year, a properly sized and configured system can be designed to be highly reliable while providing long-term, fixed price electricity supply.
|
|
• |
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.
|
|
• |
Cost-effectiveness - While solar power has historically been more expensive than fossil fuels, there are continual advancements in solar panel technology which increase the efficiency and lower the cost of production, thus making the
production of solar energy even more cost effective.
|
|
• |
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 environmental protection agencies will limit the use 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).
|
Name
|
Installed Production / Capacity1
|
Location
|
Type of Facility
|
Connection to Grid
|
Fixed Tariff
|
Revenue in the year ended December 31, 2018 (in thousands)2
|
Revenue in the year ended December 31, 2019 (in thousands)2
|
“Rinconada II”
|
2,275 kWp
|
Municipality of Córdoba, Andalusia, Spain
|
PV – Fixed Panels
|
July 2010
|
N/A
|
€851
|
€871
|
“Rodríguez I”
|
1,675 kWp
|
Province of Murcia, Spain
|
PV – Fixed Panels
|
November 2011
|
N/A
|
€631
|
€612
|
“Rodríguez II”
|
2,691 kWp
|
Province of Murcia, Spain
|
PV – Fixed Panels
|
November 2011
|
N/A
|
€1,045
|
€1,010
|
“Fuente Librilla”
|
1,248 kWp
|
Province of Murcia, Spain
|
PV – Fixed Panels
|
June 2011
|
N/A
|
€506
|
€494
|
“Talmei Yosef”
|
9,000 kWp
|
Talmei Yosef, Israel
|
PV – Fixed Panels
|
November 2013
|
0.98573 (NIS/kWh)
|
€1,0414
|
€1,1334
|
|
1. |
The actual capacity of a photovoltaic plant is generally subject to a degradation of 0.5%-0.7% per year, depending on climate conditions and quality of the solar panels.
|
|
2. |
These results are not indicative of future results due to various factors, including changes in the climate and the degradation of the solar panels.
|
|
3. |
The tariff of NIS 0.9631/kWh is fixed for a period of 20 years and is updated once a year based on changes to the Israeli CPI of October 2011. The tariff increased from NIS 0.976/kWh in November 2013 to NIS 0.9857/kWh in 2018.
|
|
4. |
As a result of the accounting treatment of the Talmei Yosef PV
Plant as a financial asset, out of total proceeds from the sale of electricity of approximately €3.8 million for the year ended December 31, 2018, only revenues related to the ongoing operation of the plant in the amount of approximately €1 million are recognized as revenues and out of
total proceeds from the sale of electricity of approximately €4.1 million for the year ended December 31, 2019, only revenues related to the ongoing operation of the plant in the amount of approximately €1.1 million are recognized
as revenues.
|
|
• |
Development Agreement with a local experienced developer for the provision of development services with respect to photovoltaic greenfield projects from initial processing, obtaining of approvals and clearances with the aim of
reaching “ready to build” status;
|
|
• |
an Engineering, Procurement & Construction projects Contract, or an EPC Contract, which governs the installation, testing and commissioning of a photovoltaic plant by the respective Contractor;
|
|
• |
an Operation and Maintenance (O&M) Agreement, which governs the operation and maintenance of the photovoltaic plant by the respective Contractor;
|
|
• |
a number of ancillary agreements, including:
|
|
o |
one or more “surface rights agreements” or “lease 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 Spanish PV Plants –
|
|
• |
Standard “power distribution agreements” with the applicable Spanish power distribution grid company such as Endesa Distribución Eléctrica, S.L.U., or Endesa, or Iberdrola Distribución Eléctrica, S.A.U., or Iberdrola, regarding the
rights and obligations of each party, concerning, inter alia, the evacuation of the power generated in the facility to the grid;
|
|
• |
Standard “representation agreements” with an entity that will act as the energy sales agent of the PV Plant in the energy market, in accordance with Spanish Royal Decree 436/2004; and
|
|
• |
Assignment Contract (“contrato de encargo de proyecto”) and the Technical Access Contract (“Contracto técnico de acceso a la red de transporte") with Red Eléctrica de España (the Spanish grid operator, or REE).
|
|
o |
with respect to our Israeli PV Plant:
|
|
• |
A power purchase agreement with the IEC for the purchase of electricity by the IEC with a term of 20 years commencing on the date of connection to the grid.
|
|
o |
with respect to Italian PV Plants to be developed or held in the future –
|
|
• |
to the extent the FiT or any other incentive will be applicable - standard “incentive agreements” with 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 agreements, it is anticipated that GSE will grant the applicable FiT governing the purchase of electricity (FiTs
are further detailed in “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 or, alternatively, a “power purchase agreements” with a private energy broker,
specifying the power output to be purchased for resale and the consideration in respect thereof; and
|
|
• |
one or more “interconnection agreements” with the Enel Distribuzione S.p.A, or ENEL, the Italian national electricity grid operator, which provide the terms and conditions for the connection to the Italian national grid.
|
|
• |
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; and
|
|
• |
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.
|
|
• |
by way of sale on the electricity market (Italian Power Exchange IPEX), the so called “Borsa Elettrica”;
|
|
• |
through bilateral contracts with wholesale dealers; and
|
|
• |
via the so-called “Dedicated Withdrawal” introduced by AEEGSI 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.
|
Plant Type
|
Power level (kW)
|
Reference Tariff
(€/MWh)
|
A2 plants Bonus (€/MWh)
|
Bonus for self-consumption (€/MWh)
|
Group A
|
20 <P ≤100
|
105
|
-
|
10
|
100 <P ≤1000
|
90
|
-
|
-
|
|
P>1000
|
70
|
-
|
-
|
|
Group A2
|
20 <P ≤100
|
105
|
12
|
10
|
100 <P ≤1000
|
90
|
12
|
-
|
|
• |
a measure consisting of granting the option to access a new revised incentive plan. This specific provision applies to producers of renewable energy and owners of plants to which the
“all-inclusive tariff” (tariffa omnicomprensiva) or certain “Green Certificates” (certificati verdi) apply and provides an alternative incentive system
for production of renewable energy, which can be activated voluntarily on demand of each producer. The latter must choose either to continue maintaining the same incentive regime for the remaining period of duration of the plan, or
access a new plan, enforced for the remaining duration of the plan extended by 7 years, but with a correspondent reduction in the nominal amount of the incentive, in a percentage which varies based on, inter alia, the remaining duration
of the plan and the type of energy source.
|
|
• |
a replacement, starting from January 1, 2014, of the minimum guaranteed prices currently foreseen under the Italian mandatory purchase regime with the zonal hourly prices set out for each specific area (so called prezzi zonali orari, i.e. the average monthly price, correspondent to each hour, as resulting from the electric market price on the area where the PV plant is located). The replacement of minimum
guaranteed prices with zonal prices applies to PV plants exceeding 100kWp.
|
|
• |
For photovoltaic plants with an installed capacity of up to and including 100 kW – the minimum price, as defined by AEEGSI; and
|
|
• |
For photovoltaic plants with installed capacity higher than 100 kW – the hourly zonal price.
|
|
(ii) |
Minimum Guaranteed Prices determined by AEEGSI
|
|
(iii) |
AAEG resolution 36/E on depreciation of PV Plants
|
|
(iv) |
Imbalance costs under AEEGSI Resolution n. 281/2012
|
|
(i) |
imbalance costs are to be borne by the owners of PV plants, in an amount calculated by multiplying the discrepancy of the production forecast by a fixed parameter;
|
|
(ii) |
in the case that the owner of the PV plant is party to the GSE mandatory purchase regime, administrative costs borne by GSE in connection with forecast services are to be charged on the owner.
|
|
1. |
application of the actual imbalancing (i.e., the difference, hour by hour, between the measurement of the energy delivered/withdrawn into the grid in one day and the final delivery/withdrawal program as a consequence of the closing
of the Electrical Markets and the Dispatchment Services Market).
|
|
2. |
sum of three components, which are a result of the application:
|
|
• |
to the actual imbalancing which falls within the tolerated thresholds of the price equal to that provided under section 40.3 of Resolution AEEGSI SI 111/06, as amended by Resolution 522/2014/R/eel; and
|
|
• |
to the actual imbalancing exceeding the tolerated thresholds of the price equal to that provided under section 30.4(b) of Resolution AEEGSISI 111/06, as amended by Resolution 522/2014/R/eel.
|
|
• |
to the actual imbalancing which falls within the tolerated thresholds, considered as an absolute value, of an imbalancing price equal to the area quota. The area quota must be intended as the ratio between the imbalancing costs
which have not been allocated pursuant to the two aforementioned points and the sum of the absolute values of imbalancing costs, which fall within the tolerated thresholds.
|
|
(v) |
Law 116/2014 on the tariff cuts
|
|
(i) |
a reduction of 8% in the FiT for photovoltaic plants with nominal capacity above 900 kW, a reduction of 7% in the FiT for photovoltaic plants with nominal capacity between 500 kW and 900 kW and a reduction of 6% in the FiT for
photovoltaic plants with nominal capacity between 200 kW and 500 kW (i.e., out of the twelve Italian photovoltaic plants owned by us, eight would be subject to a reduction of 8% in the FiT and four would be subject to a reduction of 7%
in the FiT);
|
|
(ii) |
extending the 20-year term of the FiT to 24 years with a reduction in the FiT in a range of 17%-25%, depending on the time remaining on the term of the FiT for the relevant photovoltaic plant, with higher reductions applicable to
photovoltaic plants that commenced operations earlier (based on the remaining years in the initial guaranteed FiT period of our existing Italian photovoltaic plants, the expected reduction in the FiT for the our photovoltaic plants
would have been approximately 19%);
|
|
(iii) |
a rescheduling in the FiT so that during an initial period the FiT is reduced and during the second period the FiT is increased in the same amount of the reduction with the goal to guarantee an annual saving of at least €600 million
by the Italian public between 2015 and 2019, assuming all photovoltaic operators opt for this alternative); or
|
|
(iv) |
the beneficiaries of FiT incentive schemes can sell up to 80% of the revenues deriving from the incentives generated by the photovoltaic plant to a selected buyer to be identified among the top EU banks. The selected buyer will
become eligible to receive the original FiT and will not be subject to the changes set forth in alternatives (i) through (iii) above.
|
|
A. |
Measures on revamping interventions, which provide in particular that in order for a plant to continue benefitting from incentives, such interventions:
|
|
(i) |
shall not entail an increase of more than 1% (5% for plants up to 20 kWp) of the nominal power of the plant or its single units;
|
|
(ii) |
shall use new or regenerated components, in the case of definitive replacements; and
|
|
(iii) |
shall be communicated to GSE within 60 days.
|
|
B. |
Measures on the so called “fake fractioning”, providing in particular that in the case that two or more plants are:
|
|
(i) |
fed by the same renewable source;
|
|
(ii) |
owned by the same entity or by entities belonging to the same group; and
|
|
(iii) |
built on the same plot or on bordering plots;
|
|
(i) |
re-determine the applicable tariff, if the procedures on tariff admission were complied with notwithstanding the fake fractioning; or
|
|
(ii) |
declare the retrospective forfeiture from the tariff, if the procedures on tariff admission were not complied with as a result of the fake fractioning.
|
|
1. |
It introduces three principles in the activity of self-consumption: (i) the right to self-consume electricity without charges; (ii) the right to shared self-consumption by one or more consumers to take advantage of economies of
scale; and (iii) administrative and technical simplification.
|
|
2. |
Any consumer – whether or not a direct consumer of the market – may acquire energy through bilateral contracting with a producer.
|
|
3. |
Regarding access and connection permits: (i) the validity of the access and connection permissions granted prior to the entry into force of Law 24/2013 is extended and the aforementioned permits will expire if they have not obtained
the authorization of exploitation, on the later of: (a) before March 31, 2020, or (b) five years from the obtaining of the right of access and connection; (ii) the guarantees to be placed for the access and connection permits are
increased from €10/kW to €40/kW; (iii) with regards to the actions carried out in the transport or distribution networks by the owners of the access and connection permits which must be developed by the grid operator or distributor, the
promoter must advance 10% of the total investment value to be undertaken within a period not exceeding 12 months. Once the aforementioned amount has been paid and the administrative authorization for the generation facility has been
obtained, its holder shall, within four months, enter into an Assignment Contract with the transportation grid operator or distributor, otherwise, the validity of the access and connection permits will expire.
|
|
A. |
Royal Decree-law 17/2019
|
|
1. |
Royal Decree 413/2014 which regulates electricity generation activity using renewable energy sources, cogeneration and waste, or RD 413/2014.
|
|
2. |
Order IET/1045/2014 approving the retribution parameters for certain types of generation facilities of electricity from renewable energy sources, cogeneration and waste facilities, or Order 1045/2014.
|
|
3. |
Order ETU/130/2017 updating the retribution parameters for certain types of generation facilities of electricity from renewable energy sources, cogeneration and waste facilities, for the purposes of their application to the
Regulatory Semi-period beginning on January 1, 2017 and ending on December 31, 2019, or Order 130/2017.
|
|
4. |
RDL 17/2019, adopting urgent measures for the necessary adaptation of remuneration parameters affecting the electricity system and responding to the process of cessation of activity of thermal generation plants.
|
|
5. |
Order TED/171/2020, updating the retribution parameters for certain types of generation facilities of electricity from renewable energy sources, cogeneration and waste facilities, for the purposes of their application to the
Regulatory Period beginning on January 1, 2020, or Order 171/2020.
|
|
a) |
The Specific Remuneration is calculated by reference to a “standard facility” during its “useful regulatory life”. Order 1045/2014 characterized the
existing renewable installations into different categories (referred to as IT-category). These categories were created taking into account the type of technology, the date of the operating license and the geographical location of
renewable installations.
|
|
b) |
According to RD 413/2014, the calculation of the Specific Remuneration of each IT-category shall be performed taking into account the following parameters:
|
|
(i) |
the standard revenues for the sale of energy production, valued at the production market prices (currently set at €54.42/MWh, €52.12/MWh and €48.82/MWh for 2020, 2021 and 2022, respectively);
|
|
(ii) |
the standard exploitation costs; and
|
|
(iii) |
the standard value of the initial investment. For this calculation, only those costs and investments that correspond exclusively to the electricity production activity will be taken into account. Furthermore, costs or investments
determined by administrative rules or acts that do not apply throughout Spanish territory will not be taken into account.
|
|
c) |
Order 1045/2014 established the relevant parameters applicable to each IT-category. Therefore, to ascertain the total amount of the Specific Remuneration applicable to a particular installation it is necessary to (i) identify the
applicable IT-category and (ii) integrate in the Specific Remuneration formula set forth in RD 413/2014 the economic parameters established by Order 1045/2014 for the relevant IT-category and the relevant update regulation (i.e., Order
171/2020).
|
|
d) |
The Specific Remuneration is calculated for regulatory periods of six years, each divided into two regulatory semi-periods of three years. The first Regulatory Period commenced July 14, 2013 and terminated on December 31, 2019. The
second Regulatory Period commenced January 1, 2020 and terminates December 31, 2025 (the corresponding first Regulatory Semi-Period ends December 31, 2022).
|
|
e) |
The Specific Remuneration is designed to ensure a “reasonable rate of return” or profitability that during the first regulatory period (i.e., until December 2019) shall be equivalent to a Spanish 10-year sovereign bond calculated as
the average of stock price in the stock markets during the months of April, May and June 2013, increased by 300 basis points (7.398% for plants prior to RDL 9/2013). RDL 17/2019 has fixed the reasonable rate of return for the second
Regulatory Period at 7.09%. However, for plants prior to RDL the reasonable rate of return will remain at 7.398% if the conditions set forth in RDL 17/2019 are met (mainly to withdraw from any arbitration procedure, or to renounce any
compensation, in connection with the regulatory changes in Spain that modified the remuneration regime).
|
|
f) |
Pursuant to RD 413/2014, the revenues from the Specific Remuneration are set based on the number of operating hours reached by the installation in a given year and adjusted to electricity market price deviations. Furthermore, the
economic parameters of the Specific Remuneration might be reviewed by the Spanish government at the end of a regulatory period or semi-period, however the standard value of the initial investment and the useful regulatory life will
remain unchanged for the entire Regulatory Useful Life of the installation, as determined by Order 1045/2014.
|
|
• |
Tamar has committed to supply natural gas to Dorad in an aggregate quantity of up to approximately 11.2 billion cubic meters (BCM), or the Total Contract Quantity, in accordance with the conditions set forth in the Tamar Agreement.
|
|
• |
The Tamar Agreement will terminate on the earlier to occur of: (i) sixteen (16) years following the commencement of delivery of natural gas to the Dorad power plant or (ii) the date on which Dorad will consume the Total Contract
Quantity in its entirety. Each of the parties to the Tamar Agreement has the right to extend the Tamar Agreement until the earlier of: (i) an additional year provided certain conditions set forth in the Tamar Agreement were met, or (ii)
the date upon which Dorad consumes the Total Contract Quantity in its entirety.
|
|
• |
Dorad has committed to purchase or pay for (“take or pay”) a minimum annual quantity of natural gas in a scope and in accordance with a mechanism set forth in the Tamar Agreement. The Tamar Agreement provides that if Dorad did not
use the minimum quantity of gas as committed, it shall be entitled to consume this quantity every year during the three following years and this is in addition to the minimum quantity of gas Dorad is committed to.
|
|
• |
The Tamar Agreement grants Dorad the option to reduce the minimum annual quantity so that it will not exceed 50% of the average annual gas quantity that Dorad will actually consume in the three years preceding the notice of exercise
of the option, subject to adjustments set forth in the Tamar Agreement. The reduction of the minimum annual quantity will be followed by a reduction of the other contractual quantities set forth in the Tamar Agreement. The option
described herein is exercisable during the period commencing as of the later of: (i) the end of the fifth year after the commencement of delivery of natural gas to Dorad in accordance with the Tamar Agreement or (ii) January 1, 2018,
and ending on the later of: (i) the end of the seventh year after the commencement of delivery of natural gas to Dorad in accordance with the Tamar Agreement or (ii) December 31, 2020. In the event Dorad exercises this option, the
quantity will be reduced at the end of a one year period from the date of the notice and until the termination of the Tamar Agreement.
|
|
• |
During an interim period, that commenced upon the fulfillment of conditions set forth in the Tamar Agreement, or the Interim Period, the natural gas supply to Dorad is subject to the quantities of natural gas available to Tamar at
the time following the supply of natural gas to customers of the “Yam Tethys” project and other customers of Tamar that have executed natural gas supply agreements with Tamar prior to the execution of the Tamar Agreement. The Interim
Period will end after (and to the extent) Tamar completes a project to expand the supply capacity of the natural gas treatment and transmission system from Tamar, subject to the fulfillment of conditions set forth in the Tamar
Agreement, or the Expansion Project. In the event the conditions for the completion of the Expansion Project are not fulfilled, or the Expansion Project is not completed by the dates set forth in the Agreement, Dorad shall be entitled
to terminate the Tamar Agreement. Upon completion of the Expansion Project, the minimum capacity set forth in the Tamar Agreement will increase and the Total Contract Quantity will increase respectively up to approximately 13.2 BCM. In
April 2015, Dorad received a notification from Tamar whereby the Interim Period began in May 2015 and on November 26, 2016 a notification was received from Tamar whereby the Interim Period will end on September 30, 2020 and on January
22, 2020, Dorad received a notification from Tamar whereby the Interim Period will end on March 1, 2020. According to the notification and the terms of the Tamar Agreement, Tamar will consider Dorad as a permanent customers commencing
from the end of the Interim Period.
|
|
• |
The natural gas price set forth in the Tamar Agreement is linked to the production tariff as determined from time to time by the Israeli Electricity Authority, which includes a “final floor price.” Following the decreases in the
price of fuel and electricity during 2015, the Israeli Electricity Authority reduced the rate of electricity production, and as a result the natural gas price under the Tamar Agreement reached the “final floor price” in March 2016.
Commencing January 1, 2019, the production component rate was increased by approximately 3.3%, resulting in an increase of the gas price under the Tamar Agreement, however, commencing January 1, 2020, the production component rate was
decreased by approximately 7.9%, resulting again in a decrease of the gas price under the Tamar Agreement to the final floor price and therefore will not be further reduced in the future. Any delays, disruptions, increases in the price
of natural gas under the agreement, or shortages in the gas supply from Tamar will adversely affect Dorad’s results of operations. In addition, as future reductions in the production tariff will not affect the price of natural gas under
the agreement with Tamar, Dorad’s profitability may be adversely affected.
|
|
• |
Dorad may be required to provide Tamar with guarantees or securities in the amounts and subject to the conditions set forth in the Tamar Agreement.
|
|
• |
The Tamar Agreement includes additional provisions and undertakings as customary in agreements of this type such as compensation mechanisms in the event of shortage in supply, the quality of the natural gas, limitation of liability,
etc.
|
Plant Title
|
Installed/ production Capacity
|
Location
|
Connection to Grid
|
Revenue in the year ended December 31, 2018 (in thousands)
|
Revenue in the year ended December 31, 2019 (in thousands)
|
“Groen Gas Goor”
|
475 Nm3/h
|
Goor, the Netherlands
|
November 2017
|
€2,760
|
€2,314
|
“Goren Gas Oude-Tonge”
|
375 Nm3/h
|
Oude-Tonge, the Netherlands
|
June 2018
|
€1,7231
|
€2,472
|
|
• |
Purchase of availability from a licensed private producer;
|
|
• |
Payment for availability, start-ups and dynamic benefits;
|
|
• |
The plant is required to be under the full control of the system manager (currently the IEC);
|
|
• |
Capital and operational tariff for availability – including exchange rate linkage, indexes and interests;
|
|
• |
During the first eighteen years of its operation, the plant shall be entitled to capital and operational tariff; after which and for an additional period of two years, the plant shall be entitled to operational tariff only; and
|
|
• |
Bonuses and fines mechanism, based on standard technical operational parameters.
|
PV Plant
|
Size of Property
|
Location
|
Owners of the PV Plants/Lands
|
“Rinconada II”
|
81,103 m²
|
Municipality of Córdoba, Andalusia, Spain
|
PV Plant owned by Ellomay Spain S.L. Land held by owners and leased to Ellomay Spain S.L.
|
“Rodríguez I”
|
65,600 m2
|
Lorca Municipality, Murcia Region, Spain
|
PV Plant owned by Rodríguez I Parque Solar, S.L. Lease Agreement executed between the owners and Rodríguez I Parque Solar, S.L.
|
“Rodríguez II”
|
50,300 m2
|
Lorca Municipality, Murcia Region, Spain
|
PV Plant owned by Rodríguez II Parque Solar, S.L. Lease Agreement executed between the owners and Rodríguez II Parque Solar, S.L.
|
“Fuente Librilla”
|
64,000 m2
|
Fuente Librilla Municipality, Murcia Region, Spain
|
PV Plant owned by Seguisolar S.L. Lease Agreement executed btween owners and Seguisolar S.L.
|
“Talasol” (under construction)
|
6,040,000 m2
|
Talavan (Cáceres) – Extremadura Region, Spain
|
Lease Agreements executed with the Talavan Municipality, which owns the land
|
“Talmei Yosef”
|
164,000 m2
|
Talmei Yosef, Israel
|
Lease Agreement executed with the entity that leased the property from the ILA.
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Appreciation (Devaluation) of the NIS against the euro
|
(9.6
|
%)
|
3.3
|
%
|
2.7
|
%
|
|
a. |
A term facility in the amount of approximately €65.9 million, with a term ending on September 30, 2033, repaid in unequal sculptured semi-annual installments. Loan amounts drawn from this facility will bear an annual interest of 6
month Euribor (with a zero floor and synchronous with the applicable interest period described below) plus a margin determined based on the stage of the Talasol Project. The applicable margins are: (i) 2.25% until technical completion,
(ii) 2% from technical completion until the 5th anniversary of technical completion, (iii) 2.25% from the 5th anniversary of technical completion until the termination date of the power hedge agreement that Talasol entered
into last June (the “PPA”, i.e., September 30, 2030), and (iv) 2.5% from the termination date of the PPA until the end of the term of the commercial term facility;
|
|
b. |
A revolving debt service reserve facility in the amount of €4.45 million, with a term ending on the earlier of: (i) September 30, 2033, or (ii) the date on which the commercial term loan set forth under (a) above has been repaid in
full. Loan amounts drawn from this facility will bear an annual interest of 6 month Euribor (with a zero floor) plus a margin determined based on the stage of the Talasol Project. The applicable margins are: (i) 2.5% until technical
completion, (ii) 2.25% from technical completion until the 5th anniversary of technical completion, (iii) 2.50% from the 5th anniversary of technical completion until the termination date of the PPA, and (iv) 2.75% from the termination
date of the PPA until the termination date;
|
|
c. |
A VAT facility in the amount of €6.67 million, with a term ending on June 30, 2021, repaid by using balances available in the VAT reimbursement account but in no event later than June 30, 2021. Loan amounts drawn from this facility
will bear an annual interest of 1 month Euribor (with a zero floor) plus a margin of 2%;
|
|
d. |
A letter of credit facility in the initial amount of €12 million, with a term ending on September 30, 2030, to be repaid in full on its termination date and bearing an annual interest of (i) 1.25% for amounts cash covered, and (ii)
2% for any other amounts;
|
|
e. |
A term facility in the amount of €65 million from EIB, granted under the Investment Plan for Europe known as the Juncker Plan, with a term ending on September 30, 2033, repaid in unequal sculptured semi-annual installments. Loan
amounts drawn from this facility will bear an annual interest of Euribor synchronous with the applicable interest period described below plus a margin (expected to be 1.76%); and
|
|
f. |
A revolving debt service reserve facility from the EIB in the amount of €4.45 million granted by EIB under the Investment Plan for Europe, with a term ending on the earlier of: (i) September 30, 2033 or (ii) the date on which the
commercial term loan set forth under (e) above has been repaid in full. Loans drawn from this facility will bear an annual interest of 6 month Euribor (with a zero floor) plus a margin, which is expected to be similar to the CFL Debt
Service Reserve Facility under (b) above.
|
|
a. |
in an amount of approximately €3.6 million, granted to Rodríguez I Parque Solar, S.L.U.;
|
|
b. |
in an amount of approximately €6 million, granted to Rodríguez II Parque Solar, S.L.U.;
|
|
c. |
in an amount of approximately €3 million, granted to Seguisolar, S.L.U.;
|
|
d. |
in an amount of approximately €5 million, granted to Ellomay Spain, S.L.; and
|
|
e. |
a revolving credit facility to attend the debt service if needed, for a maximum amount of €0.8 million granted to any of the Spanish Subsidiaries.
|
|
a. |
a loan in the aggregate amount of approximately NIS 80 million provided during 2013 through 2014, linked to the Israeli CPI and bearing an average annual interest of approximately 4.65%. This loan is payable (principal and interest)
every six months commencing June 30, 2014. The final maturity date is December 31, 2031; and
|
|
b. |
a loan in the aggregate amount of approximately NIS 25 million provided during 2014, linked to the Israeli CPI and bearing an annual interest of approximately 4.52%. This loan is payable (principal and interest) every six months
commencing June 30, 2015 through June 30, 2028.
|
|
1. |
Our balance sheet equity, on a consolidated basis, shall not be less than $55 million;
|
|
2. |
The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of cash and cash equivalents and short-term
investments and net of financing of projects, including hedging transactions in connection with such financing, of our subsidiaries, or, together, the Net Financial Debt, to (b) our equity (which we calculate in line with the definition
of balance sheet equity in the Series B Deed of Trust), on a consolidated basis, plus the Net Financial Debt, commencing from the financial results for September 30, 2018 – shall not exceed the rate of 60% for purposes of the immediate
repayment provision and shall not exceed the rate of 55% for purposes of the annual interest update provision; and
|
|
3. |
The ratio of (a) our equity (which we calculate in line with the definition of balance sheet equity in the Series B Deed of Trust), on a consolidated basis, to (b) our balance sheet, on a consolidated basis, commencing from the
financial results for September 30, 2018 – shall not be less than a rate of 25% for purposes of the immediate repayment provision and shall not be less than a rate of 30% for purposes of the annual interest update provision.
|
|
1. |
Our balance sheet equity, on a consolidated basis, shall not be less than €50 million for purposes of the immediate repayment provision and shall not be less than €60 for purposes of the annual interest update provision;
|
|
2. |
The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of cash and cash equivalents and short-term
investments and net of financing of projects, including hedging transactions in connection with such financing, of our subsidiaries, or, together, the Net Financial Debt, to (b) our equity (which we calculate in line with the definition
of Balance Sheet Equity in the Series C Deed of Trust), on a consolidated basis, plus the Net Financial Debt, or our CAP, Net, to which we refer herein as the Ratio of Net Financial Debt to CAP, Net, shall not exceed the rate of 67.5%
for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes of the annual interest update provision; and
|
|
3. |
The ratio of (a) our Net Financial Debt, to (b) our earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from our operations, such as the Talmei Yosef project, are calculated based on the
fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, based on the aggregate four preceding quarters, or our Adjusted EBITDA, to which we refer to herein as the Ratio of Net Financial
Debt to Adjusted EBITDA, shall not be higher than 12 for purposes of the immediate repayment provision and shall not be higher than 10 for purposes of the annual interest update provision.
|
Year ended December 31,
|
||||||||||||||||
2019
|
2018
|
2017
|
2019
|
|||||||||||||
euro
|
Convenience Translation into US$*
|
|||||||||||||||
(in thousands)
|
||||||||||||||||
Net cash from operating activities
|
3,712
|
6,590
|
2,305
|
4,164
|
||||||||||||
Net cash used in investing activities
|
(68,862
|
)
|
(5,795
|
)
|
(27,343
|
)
|
(77,275
|
)
|
||||||||
Net cash from financing activities
|
72,518
|
12,258
|
29,670
|
81,375
|
||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents
|
259
|
(133
|
)
|
(3,156
|
)
|
294
|
||||||||||
Increase in cash and cash equivalents
|
7,627
|
12,920
|
1,476
|
8,558
|
||||||||||||
Cash and cash equivalents at beginning of year
|
36,882
|
23,962
|
22,486
|
41,388
|
||||||||||||
Cash and cash equivalents at end of year
|
44,509
|
36,882
|
23,962
|
49,946
|
Payments due by period
(in thousands of euro)
|
||||||||||||||||||||
Contractual Obligations*
|
Total
|
Less than 1 year
|
1 – 3 years
|
3 – 5 years
|
more than
5 years
|
|||||||||||||||
Long-term loans (including current maturities)(1)
|
100,415
|
5,075
|
15,551
|
12,644
|
67,145
|
|||||||||||||||
Debentures (including current maturities)(1)
|
78,235
|
28,718
|
18,084
|
24,430
|
7,003
|
|||||||||||||||
Lease liability
|
25,859
|
462
|
806
|
2,417
|
22,174
|
|||||||||||||||
SWAP contracts
|
7,685
|
766
|
2,682
|
2,172
|
2,065
|
|||||||||||||||
FW contracts
|
252
|
-
|
252
|
-
|
-
|
|||||||||||||||
Total
|
212,446
|
30,021
|
37,375
|
41,663
|
98,387
|
* |
For contractual obligations related to our investment in the Italian and Spanish photovoltaic market, please refer to “Business.”
|
(1) |
These amounts include future payments of interest.
|
Name
|
Age
|
Position with Ellomay
|
Shlomo Nehama(1)(2)
|
65
|
Chairman of the Board of Directors
|
Ran Fridrich(1)(2)(3)
|
67
|
Director and Chief Executive Officer
|
Hemi Raphael(1)(2)
|
68
|
Director
|
Anita Leviant(1)(3)(4)(5)
|
65
|
Director
|
Mordechai Bignitz(4)(5)(6)
|
68
|
Director
|
Dr. Michael J. Anghel(4)(5)(6)
|
81
|
Director
|
Kalia Weintraub
|
41
|
Chief Financial Officer
|
Ori Rosenzweig
|
43
|
Chief Investment Officer
|
Yehuda Saban
|
41
|
Director of Operations for Israel and EVP of Business Development
|
(1) |
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”).
|
(2) |
Provides management services to the Company pursuant to the Management Services Agreement (See “Item 6.B: Compensation”).
|
(3) |
Member of our Advisory Committee.
|
(4) |
Independent Director pursuant to the NYSE American LLC rules.
|
(5) |
Member of our Audit and Compensation Committees.
|
(6) |
External Director pursuant to the Companies Law.
|
Salary(1)
|
Management Fees
|
Bonus
|
Share-Based Payment
|
Total
|
||||||||||||||||
Name and Position
|
(euro in thousands)
|
|||||||||||||||||||
Shlomo Nehama, Chairman of the Board
|
-
|
186
|
(2)
|
-
|
-
|
186
|
(2)
|
|||||||||||||
Ran Fridrich, CEO and Director
|
-
|
93
|
(2)(3)
|
-
|
-
|
93
|
(2)(3)
|
|||||||||||||
Yehuda Saban, Director of Operations for Israel and EVP of Business Development
|
280
|
(4)
|
-
|
-
|
-
|
280
|
(4)
|
|||||||||||||
Kalia Weintraub, Chief Financial Officer
|
240
|
-
|
25
|
-
|
265
|
|||||||||||||||
Ori Rosenzweig, Chief Investment Officer
|
232
|
-
|
92
|
29
|
353
|
(1) |
Salary and related benefits are paid to our executive officers in NIS. Salary as reported herein includes the recipient’s gross salary plus payment of social and other benefits made by us to or on behalf of the recipient. Such
benefits may include, to the extent applicable, payments, contributions and/or allocations for education funds, pension funds, managers’ insurance, severance, risk insurances (e.g., life, or work disability insurance), social security,
tax gross-up payments, vacation, car, phone, convalescence pay and other benefits and perquisites consistent with our policies.
|
(2) |
Such amounts are paid pursuant to the terms of the Management Services Agreement among the Company, Kanir and Meisaf Blue & White Holdings Ltd., which provides for an annual aggregate payment of $400,000. For additional
information, see “Management Services Agreement” below.
|
(3) |
The Management Services Agreement provides for an aggregate payment to Kanir of $200,000 in connection with services provided by Messrs. Fridrich and Raphael. For purposes of this tabular presentation, we divided the aggregate annual
payment to Kanir equally between Mr. Fridrich and Mr. Raphael, however, this division does not necessarily represent the actual amounts received by them.
|
(4) |
Mr. Saban was appointed as an officer of the Company commencing April 1, 2019. Prior to such appointment, Mr. Saban provided consulting services to one of our subsidiaries. The amount in the table includes all remuneration paid to
Mr. Saban during 2019.
|
|
• |
With respect to our chief executive officer, a controlling shareholder or a relative of a controlling shareholder, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with
the “special majority” described above (in that order). Subject to certain conditions, the Israeli Companies Law provides an exemption from the shareholder approval requirement in connection with the approval of the Terms of Service and
Employment of a CEO candidate.
|
|
• |
With respect to a director, approval is required by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders with a regular majority (in that order).
|
|
• |
With respect to any other office holder, approval is required by the compensation committee and the board of directors (in that order); however, in the event of an update of existing Terms of Service and Employment, which the
Compensation Committee confirms is not material, the approval of the compensation committee is sufficient.
|
|
a. |
monetary liability imposed on the office holder 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;
|
|
b. |
reasonable litigation expenses, including legal fees, incurred by the office holder as a result of an investigation or proceeding instituted against such office holder 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) or in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office
holder in favor of an injured party as set forth in Section 52[54](a)(1)(a) of the Securities Law, and expenses that the office holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law or in
connection with Article D of Chapter Four of Part Nine of the Companies Law, including reasonable legal expenses, which term includes attorney fees;
|
|
c. |
reasonable litigation expenses, including legal fees, which the office holder 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; and
|
|
d. |
Expenses, including reasonable legal fees, including attorney fees, incurred by the office holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law, 1988, as amended, or the Restrictive Trade
Practices Law.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Held (1) |
Percent of Class
|
||
Shlomo Nehama(2)(5)
|
4,016,842
|
32.9%
|
||
Hemi Raphael(3)(5)
|
2,960,369
|
24.3%
|
||
Ran Fridrich(4)(5)
|
2,622,632
|
21.5%
|
||
Anita Leviant(6)
|
9,000
|
*
|
||
Mordechai Bignitz(6)
|
6,583
|
*
|
||
Dr. Michael J. Anghel(6)
|
500
|
*
|
||
Kalia Weintraub
|
-
|
-
|
||
Ori Rosenzweig
|
-
|
-
|
||
Yehuda Saban
|
-
|
-
|
|
(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, 2020 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 12,194,094 ordinary shares outstanding as of March 15, 2020. This number of outstanding ordinary shares does not include a total of 258,046 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 Nechama Investments, an Israeli company, which constitute
approximately 29.1% of our outstanding ordinary shares, and (ii) 464,973 ordinary shares held directly by Mr. Nehama, which constitute approximately 3.8% 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 32.9% of our
outstanding ordinary shares.
|
|
(3) |
The 2,960,369 ordinary shares beneficially owned by Mr. Raphael consist of: (i) 2,605,845 ordinary shares held by Kanir, which constitute approximately 21.4% of our outstanding share capital, (ii) 314,514 ordinary shares held by a
BVI private company wholly-owned by Mr. Raphael, which constitute approximately 2.6% of our outstanding shares and (iii) 40,010 ordinary shares held directly by Mr. Raphael, which constitute approximately 0.3% of our outstanding shares.
Mr. Raphael, by virtue of his position as a director and majority shareholder of Kanir Investments Ltd., or Kanir Ltd., the general partner in Kanir, and his position as a limited partner in Kanir, may be deemed to indirectly
beneficially own the ordinary shares beneficially owned by Kanir. Mr. Raphael disclaims beneficial ownership of the shares held by Kanir, except to the extent of his pecuniary interest therein, if any. In addition, Mr. Raphael, as the
sole shareholder of such private company, may be deemed to indirectly beneficially own any ordinary shares beneficially owned by the BVI private company.
|
|
(4) |
The 2,722,632 ordinary shares beneficially owned by Mr. Fridrich consist of: (i) 2,605,945 ordinary shares held by Kanir, which constitute approximately 21.4% of our outstanding share capital and (ii) 16,787 ordinary shares held
directly by Mr. Fridrich, which constitute approximately 0.1% of our outstanding shares. Mr. Fridrich, by virtue of his position as a director of Kanir Ltd. and his position as a limited partner in Kanir, may be deemed to indirectly
beneficially own the ordinary shares beneficially owned by Kanir. Mr. Fridrich disclaims beneficial ownership of the shares held by Kanir, except to the extent of his pecuniary interest therein, if any.
|
|
(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 6,157,714 ordinary shares, which together constitute approximately 50.5% of our outstanding ordinary shares, and holds shared dispositive power with respect to 5,660,466 ordinary shares,
which constitute 46.4% 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 54.3%, 53.4% and 50.6%, respectively, of our 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) |
(i) Anita Leviant holds currently exercisable options to purchase 9,000 ordinary shares with expiration dates ranging from August 1, 2020 to August 1, 2028 and exercise prices per share ranging between $5.55 - $13 (ii) Mordechai
Bignitz holds currently exercisable options to purchase 7,583 ordinary shares with expiration dates ranging from December 20, 2021 to August 1, 2028 and exercise prices per share ranging between $5.55 - $13 and (iii) Dr. Michael J.
Anghel holds currently exercisable options to purchase 500 ordinary shares with an expiration date of January 24, 2029 and an exercise price per share of $8.41.
|
Ordinary Shares
Beneficially Owned(1) |
Percentage of Ordinary Shares Beneficially Owned
|
|||||||
Shlomo Nehama (2)(5)(7)
|
4,016,842
|
32.9
|
%
|
|||||
Kanir Joint Investments (2005) Limited Partnership (3)(4)(5)(6)(7)
|
2,605,845
|
21.4
|
%
|
|||||
The Phoenix Holdings Ltd.(8)
|
844,064
|
6.9
|
%
|
|||||
Yelin Lapidot Holdings Management Ltd.(9)
|
1,168,953
|
9.6
|
%
|
|||||
Clal Insurance Enterprises Holdings Ltd.(10)
|
824,743
|
6.7
|
%
|
|||||
Harel Insurance Investments & Financial Services Ltd.(11).
|
650,176
|
5.3
|
%
|
(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, 2020 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 12,194,094 ordinary shares outstanding as of March 15, 2020. This number of outstanding ordinary shares does not
include a total of 258,046 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) |
The 4,016,842 ordinary shares beneficially owned by Mr. Nehama consist of: (i) 3,551,869 ordinary shares held by Nechama Investments, which constitute approximately 29.1% of our outstanding ordinary shares and (ii) 464,973 ordinary
shares and held directly by Mr. Nehama, which constitute approximately 3.8% 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 32.9% of our outstanding ordinary shares.
|
(3) |
Kanir is an Israeli limited partnership. 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), 24.3% and 21.5%, respectively, of our outstanding ordinary shares. Kanir Ltd. and Messrs. Raphael and Fridrich disclaim beneficial ownership of such ordinary shares except to the extent of their respective pecuniary interest
therein, if any.
|
(4) |
Mr. Raphael beneficially owns 354,524 ordinary shares, consisting of: (i) 314,514 ordinary shares held by a BVI private company wholly-owned by Mr. Raphael, which constitute approximately 2.6% of our outstanding shares and (ii)
40,010 ordinary shares held directly by Mr. Raphael, which constitute approximately 0.3% 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 2.9% of our outstanding ordinary shares. Mr. Fridrich directly owns 16,787
ordinary shares, which constitute approximately 0.1% 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 6,157,714
ordinary shares, which constitute approximately 50.5% of our outstanding ordinary shares, and holds shared dispositive power with respect to 5,660,466 ordinary shares, which constitute 46.4% 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
62%, 61.9% and 58.8%, 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 Securities and Exchange Commission, or the SEC, on March
31, 2008 as Exhibit 14 to an amendment to a Schedule 13D and is not incorporated by reference herein.
|
|
(6) |
Bonstar Investments Ltd., or Bonstar, an Israeli company, holds 233,258 ordinary shares, which constitute approximately 2.2% of our 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 our 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 our outstanding 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, except to the extent of their respective pecuniary interest therein, if any.
|
(7) |
The information included in this table concerning the beneficial ownership of Nechama Investments, Kanir, Kanir Ltd., Bonstar and Messrs. Nehama, Raphael, Fridrich, Joseph Mor and Ishay Mor is based on a Schedule 13D/A filed on
September 3, 2013 and on information provided by the shareholders.
|
(8) |
Based on a Schedule 13G/A filed on February 18, 2020 by Mr. Itshak Sharon (Tshuva), Delek Group Ltd. and The Phoenix Holdings Ltd. and other information available to us. The 844,064 ordinary shares beneficially owned include 825,314
ordinary shares and 18,750 ordinary shares underlying currently exercisable warrants issued in connection with the 2020 Private Placement. According to the Schedule 13G/A and other information available to us in connection with the 2020
Private Placement: (i) the securities reported therein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd., or the Phoenix Subsidiaries, as follows: (a) 12,608
ordinary shares, which represents a beneficial ownership of approximately 0.1% of our ordinary shares, by Excellence trust funds, (b) 149,844 ordinary shares (including 3,750 ordinary shares issuable upon the exercise of currently
exercisable warrants), which represents a beneficial ownership of approximately 1.2% of our ordinary shares, by The Phoenix “nostro” accounts, (c) 664,870 ordinary shares(including 15,000 ordinary shares issuable upon the exercise of
currently exercisable warrants), which represents a beneficial ownership of approximately 5.4% of our ordinary shares, by a Partnership for Israeli shares, and (d) 16,742 ordinary shares, which represents a beneficial ownership of
approximately 0.1% of our ordinary shares, by a Partnership for investing in shares indexes, (ii) the Phoenix Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various
insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients, and (iii) each of the Phoenix Subsidiaries operates under independent management and makes its own independent
voting and investment decisions. Based on the Schedule 13G/A submitted on February 18, 2020, effective as of November 3, 2019, the Phoenix Holdings Ltd. is no longer controlled by Delek Group Ltd. (which is controlled by Itshak Sharon
(Tshuva) through private companies wholly-owned by him).
|
(9) |
Based on a Schedule 13G/A submitted on January 9, 2020 by Mr. Dov Yelin, Mr. Yair Lapidot, Yelin Lapidot Holdings Management Ltd, or Yelin Lapidot, and Yelin Lapidot Mutual Funds Management Ltd. According to the Schedule 13G/A: (i)
the securities reported therein are beneficially owned as follows: (a) 876,156 ordinary shares, which constitute approximately 7.2% of our outstanding ordinary shares, by mutual funds managed by Yelin Lapidot Mutual Funds Management
Ltd., and (b) 292,797 ordinary shares, which constitute approximately 2.4% of our outstanding ordinary shares, by provident funds managed by Yelin Lapidot Provident Fund Management Ltd., (ii) both Yelin Lapidot Mutual Funds Management
Ltd. and Yelin Lapidot Provident Fund Management Ltd. are wholly-owned subsidiaries of Yelin Lapidot and operate under independent management and make their own independent voting and investment decisions, and (iii) Messrs. Yelin and
Lapidot each own 24.38% of the share capital and 25.004% of the voting rights of Yelin Lapidot, and are responsible for the day-to-day management of Yelin Lapidot. Pursuant to the Schedule 13G, any economic interest or beneficial
ownership in any of the securities covered by the Schedule 13G is held for the benefit of the members of the provident funds or mutual funds, as the case may be, and each of Messrs. Yelin and Lapidot, Yelin Lapidot, and wholly-owned
subsidiaries of Yelin Lapidot disclaims beneficial ownership of any such securities.
|
(10) |
Based on a Schedule 13G submitted on March 5, 2020 by Clal Insurance Enterprises Holdings Ltd., or Clal. Based on the Schedule 13G, of the 824,743 ordinary shares: (i) 149,743 ordinary shares (including 25,000 ordinary shares
issuable upon the exercise of currently exercisable warrants), are beneficially held for Clal’s own account and (ii) 675,000 ordinary shares (including 135,000 ordinary shares issuable upon the exercise of currently exercisable
warrants), are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and
make independent voting and investment decisions. Consequently, Clal notes in the Schedule 13G that the Schedule 13G will not constitute an admission that it is the beneficial owner of more than 149,743 ordinary shares.
|
(11) |
Based on a Schedule 13G submitted on March 26, 2020 by Harel Insurance Investments & Financial Services Ltd., or Harel. Based on the Schedule 13G, of the 650,176 ordinary shares reported as beneficially owned by Harel: (i)
636,967 ordinary shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of
Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 13,189 ordinary shares are held by third-party client accounts managed by subsidiaries of the Harel as
portfolio managers, each of which subsidiaries operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 20 ordinary shares are
beneficially held for Harel’s own account. Consequently, Harel notes in the Schedule 13G that the Schedule 13G shall not be construed as an admission by Harel that it is the beneficial owner of more than 20 ordinary shares.
|
|
• |
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.
|
|
• |
tax-exempt entities or any individual retirement account or Roth IRA;
|
|
• |
banks and other financial institutions;
|
|
• |
insurance companies;
|
|
• |
real estate investment trusts and regulated investment companies;
|
|
• |
broker dealers;
|
|
• |
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
|
|
• |
persons liable for alternative minimum tax;
|
|
• |
“U.S. shareholders” (as defined in Code Section 951(b), generally persons owning directly, indirectly or constructively at least 10% of our shares by vote or value);
|
|
• |
persons that hold ordinary shares as part of a straddle, hedge, conversion transaction or other integrated transaction;
|
|
• |
U.S. expatriates;
|
|
• |
persons whose functional currency is not the U.S. dollar;
|
|
• |
persons that are residents of or have a permanent establishment in a jurisdiction outside the United States or persons who are not U.S. Holders; and
|
|
• |
persons who acquired the shares pursuant to the exercise of any employee share option or otherwise as compensation.
|
|
(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 created or 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 each U.S. Holder’s 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, 2019
|
||||||||
Increase
|
Decrease
|
|||||||
Equity
|
Equity
|
|||||||
€ thousands
|
||||||||
Change in the exchange rate of:
|
||||||||
5% in the USD
|
185
|
(185
|
)
|
|||||
5% in NIS
|
412
|
(412
|
)
|
December 31, 2018
|
||||||||
Increase
|
Decrease
|
|||||||
Equity
|
Equity
|
|||||||
€ thousands
|
||||||||
Change in the exchange rate of:
|
||||||||
5% in the USD
|
169
|
(169
|
)
|
|||||
5% in NIS
|
(367
|
)
|
367
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Profit or loss
|
Profit or loss
|
|||||||
€ in thousands
|
||||||||
Increase of 1%
|
580
|
1,012
|
||||||
Increase of 3%
|
1,701
|
2,604
|
||||||
Decrease of 1%
|
(542
|
)
|
(581
|
)
|
||||
Decrease of 3%
|
(1,663
|
)
|
(2,172
|
)
|
2018
|
2019
|
|||||||
(euro in thousands)
|
||||||||
Audit Fees(1)
|
192 |
236
|
||||||
Audit-Related Fees(2)
|
25
|
34
|
||||||
Tax Fees(3)
|
39
|
31
|
||||||
Total
|
256
|
301
|
(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) |
Including 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 performed during the fiscal year.
|
Number
|
Description
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Presentation Linkbase Document
|
* |
The original language version is on file with the Registrant and is available upon request.
|
** |
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are
deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
(1) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2012 and incorporated by reference herein.
|
(2) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2012 and incorporated by reference herein.
|
(3) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2011 and incorporated by reference herein.
|
(4) |
Included in the Registrant’s Form 6-K dated May 17, 2018 and incorporated by reference herein.
|
(5) |
Included in the Registrant’s Form 6-K dated October 14, 2005 and incorporated by reference herein.
|
(6) |
Included in the Registrant’s Form 6-K dated December 1, 2008 and incorporated by reference herein.
|
(7) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2010 and incorporated by reference herein.
|
(8) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2013 and incorporated by reference herein.
|
(9) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.
|
(10) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2017 and incorporated by reference herein.
|
(11) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.
|
(12) |
Included in the Registrant’s Form 6-K dated September 25, 2019 and incorporated by reference herein.
|
Ellomay Capital Ltd.
|
|||
|
By:
|
/s/ Ran Fridrich | |
Ran Fridrich | |||
Chief Executive Officer and Director | |||
Ellomay Capital Ltd. and its Subsidiaries
Consolidated Financial
Statements
As at December 31, 2019
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5 - F-7
|
|
F-8 - F-9
|
|
F-10 - F-102
|
December 31,
|
||||||||||||||||
2019
|
2018
|
2019
|
||||||||||||||
Note
|
€ in thousands
|
Convenience Translation into US$ in thousands (Note 3B)
|
||||||||||||||
Assets
|
||||||||||||||||
Current assets:
|
||||||||||||||||
Cash and cash equivalents
|
4
|
44,509
|
36,882
|
49,946
|
||||||||||||
Marketable securities
|
5
|
2,242
|
2,132
|
2,516
|
||||||||||||
Short term deposits
|
5
|
6,446
|
-
|
7,233
|
||||||||||||
Restricted cash
|
5
|
22,162
|
*1,315
|
24,869
|
||||||||||||
Receivable from concession project
|
6D
|
|
1,463
|
1,292
|
1,642
|
|||||||||||
Financial assets
|
6B
|
|
1,418
|
1,282
|
1,591
|
|||||||||||
Trade and other receivables
|
7
|
4,882
|
12,623
|
5,478
|
||||||||||||
83,122
|
55,526
|
93,275
|
||||||||||||||
Non-current assets
|
||||||||||||||||
Investment in equity accounted investee
|
6A
|
|
33,561
|
27,746
|
37,661
|
|||||||||||
Advances on account of investments
|
6B
|
|
883
|
798
|
991
|
|||||||||||
Receivable from concession project
|
6D
|
|
27,122
|
25,710
|
30,435
|
|||||||||||
Fixed assets
|
8
|
114,389
|
87,220
|
128,363
|
||||||||||||
Right-of-use asset
|
14
|
15,401
|
-
|
17,282
|
||||||||||||
Intangible asset
|
6D
|
|
5,042
|
4,882
|
5,658
|
|||||||||||
Restricted cash and deposits
|
5
|
10,956
|
*5,400
|
12,294
|
||||||||||||
Deferred tax
|
19
|
2,285
|
2,423
|
2,564
|
||||||||||||
Long term receivables
|
7
|
12,249
|
1,455
|
13,746
|
||||||||||||
Derivatives
|
5,162
|
-
|
5,793
|
|||||||||||||
227,050
|
155,634
|
254,787
|
||||||||||||||
Total assets
|
310,172
|
211,160
|
348,062
|
|||||||||||||
Liabilities and Equity
|
||||||||||||||||
Current liabilities
|
||||||||||||||||
Current maturities of long term loans
|
10
|
4,138
|
5,864
|
4,644
|
||||||||||||
Debentures
|
12
|
26,773
|
8,758
|
30,044
|
||||||||||||
Trade payables
|
1,765
|
2,126
|
1,979
|
|||||||||||||
Other payables
|
9
|
5,010
|
3,103
|
5,622
|
||||||||||||
37,686
|
19,851
|
42,289
|
||||||||||||||
Non-current liabilities
|
||||||||||||||||
Lease liability
|
14
|
15,402
|
-
|
17,284
|
||||||||||||
Long-term loans
|
11
|
89,182
|
60,228
|
100,077
|
||||||||||||
Debentures
|
12
|
44,811
|
42,585
|
50,285
|
||||||||||||
Deferred tax
|
19
|
6,467
|
6,219
|
7,257
|
||||||||||||
Other long-term liabilities
|
13
|
1,795
|
*1,959
|
2,014
|
||||||||||||
Derivatives
|
7,263
|
*3,361
|
8,150
|
|||||||||||||
164,920
|
114,352
|
185,067
|
||||||||||||||
Total liabilities
|
202,606
|
134,203
|
227,356
|
|||||||||||||
Equity
|
||||||||||||||||
Share capital
|
16
|
21,998
|
19,980
|
24,685
|
||||||||||||
Share premium
|
64,160
|
58,344
|
71,998
|
|||||||||||||
Treasury shares
|
(1,736
|
)
|
(1,736
|
)
|
(1,948
|
)
|
||||||||||
Transaction reserve with non-controlling Interests
|
6,106
|
-
|
6,852
|
|||||||||||||
Reserves
|
3,283
|
1,169
|
3,684
|
|||||||||||||
Retained earnings
|
12,818
|
758
|
14,384
|
|||||||||||||
Total equity attributed to shareholders of the Company
|
106,629
|
78,515
|
119,655
|
|||||||||||||
Non-Controlling Interest
|
937
|
(1,558
|
)
|
1,051
|
||||||||||||
Total equity
|
107,566
|
76,957
|
120,706
|
|||||||||||||
Total liabilities and equity
|
310,172
|
211,160
|
348,062
|
For the year ended December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2019
|
|||||||||||||||||
Note
|
€ in thousands (except per share data)
|
Convenience Translation into US$ in thousands (Note 3B)
|
||||||||||||||||||
Revenues
|
18E
|
|
18,988
|
18,117
|
13,636
|
21,308
|
||||||||||||||
Operating expenses
|
18B
|
|
(6,638
|
)
|
(6,342
|
)
|
(2,549
|
)
|
(7,449
|
)
|
||||||||||
Depreciation and amortization expenses
|
18B
|
|
(6,416
|
)
|
(5,816
|
)
|
(4,518
|
)
|
(7,200
|
)
|
||||||||||
Gross profit
|
5,934
|
5,959
|
6,569
|
6,659
|
||||||||||||||||
Project development costs
|
6B |
(4,213
|
)
|
(2,878
|
)
|
(2,739
|
)
|
(4,728
|
)
|
|||||||||||
General and administrative expenses
|
18C
|
|
(3,827
|
)
|
(3,600
|
)
|
(2,420
|
)
|
(4,295
|
)
|
||||||||||
Share of profits of equity accounted investee
|
6
|
3,086
|
2,545
|
1,531
|
3,463
|
|||||||||||||||
Other income (expenses), net
|
18D
|
|
(2,100
|
)
|
884
|
18
|
(2,357
|
)
|
||||||||||||
Capital gain
|
6C
|
|
18,770
|
-
|
-
|
21,063
|
||||||||||||||
Operating Profit
|
17,650
|
2,910
|
2,959
|
19,805
|
||||||||||||||||
Financing income
|
18A
|
|
1,827
|
2,936
|
1,333
|
2,050
|
||||||||||||||
Financing income (expenses) in connection with derivatives, net
|
18A
|
|
897
|
494
|
(3,156
|
)
|
1,007
|
|||||||||||||
Financing expenses
|
18A
|
|
(10,877
|
)
|
(5,521
|
)
|
(7,405
|
)
|
(12,206
|
)
|
||||||||||
Financing expenses, net
|
(8,153
|
)
|
(2,091
|
)
|
(9,228
|
)
|
(9,149
|
)
|
||||||||||||
Profit (loss) before taxes on income
|
9,497
|
819
|
(6,269
|
)
|
10,656
|
|||||||||||||||
Tax benefit (taxes on income)
|
19
|
287
|
(215
|
)
|
(372
|
)
|
322
|
|||||||||||||
Profit (loss) for the year
|
9,784
|
604
|
(6,641
|
)
|
10,978
|
|||||||||||||||
Profit (loss) attributable to:
|
||||||||||||||||||||
Owners of the Company
|
12,060
|
1,057
|
(6,115
|
)
|
13,533
|
|||||||||||||||
Non-controlling interests
|
(2,276
|
)
|
(453
|
)
|
(526
|
)
|
(2,555
|
)
|
||||||||||||
Profit (loss) for the year
|
9,784
|
604
|
(6,641
|
)
|
10,978
|
|||||||||||||||
Other comprehensive income (loss) items
|
||||||||||||||||||||
That after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
|
||||||||||||||||||||
Foreign currency translation differences for foreign operations
|
2,103
|
(787
|
)
|
(359
|
)
|
2,360
|
||||||||||||||
Effective portion of change in fair value of cash flow hedges
|
1,076
|
(1,008
|
)
|
(1,244
|
)
|
1,207
|
||||||||||||||
Net change in fair value of cash flow hedges transferred to profit or loss
|
(1,922
|
)
|
643
|
1,382
|
(2,157
|
)
|
||||||||||||||
Total other comprehensive income (loss)
|
1,257
|
(1,152
|
)
|
(221
|
)
|
1,410
|
||||||||||||||
Total comprehensive income (loss) for the year
|
11,041
|
(548
|
)
|
(6,862
|
)
|
12,388
|
||||||||||||||
Earnings (loss) per share
|
||||||||||||||||||||
Basic earnings (loss) per share
|
20
|
1.09
|
0.10
|
(0.57
|
)
|
1.24
|
||||||||||||||
Diluted earnings (loss) per share
|
1.09
|
0.10
|
(0.57
|
)
|
1.24
|
Non- controlling
|
Total
|
|||||||||||||||||||||||||||||||||||||||
Attributable to shareholders of the Company
|
Interests
|
Equity
|
||||||||||||||||||||||||||||||||||||||
Retained
earnings (accumulated
deficit)
|
Translation
Reserve from
Foreign
Operations
|
Transaction
reserve with
non-controlling
Interests
|
||||||||||||||||||||||||||||||||||||||
Share
capital
|
Share
premium
|
Treasury
shares
|
Hedging
Reserve
|
|||||||||||||||||||||||||||||||||||||
Total
|
||||||||||||||||||||||||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2019
|
19,980
|
58,344
|
758
|
(1,736
|
)
|
1,396
|
(227
|
)
|
-
|
78,515
|
(1,558
|
)
|
76,957
|
|||||||||||||||||||||||||||
Profit (loss) for the year
|
-
|
-
|
12,060
|
-
|
-
|
-
|
-
|
12,060
|
(2,276
|
)
|
9,784
|
|||||||||||||||||||||||||||||
Other comprehensive loss for the year
|
-
|
-
|
-
|
-
|
2,960
|
(846
|
)
|
-
|
2,114
|
(857
|
)
|
1,257
|
||||||||||||||||||||||||||||
Total comprehensive loss for the year
|
-
|
-
|
12,060
|
-
|
2,960
|
(846
|
)
|
-
|
14,174
|
(3,133
|
)
|
11,041
|
||||||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity:
|
||||||||||||||||||||||||||||||||||||||||
Sale of shares in subsidiaries to
|
||||||||||||||||||||||||||||||||||||||||
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
5,439
|
5,439
|
5,374
|
10,813
|
||||||||||||||||||||||||||||||
Purchase of shares in subsidiaries
|
||||||||||||||||||||||||||||||||||||||||
from non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
667
|
667
|
254
|
921
|
||||||||||||||||||||||||||||||
Issuance of ordinary shares
|
2,010
|
5,797
|
-
|
-
|
-
|
-
|
-
|
7,807
|
-
|
7,807
|
||||||||||||||||||||||||||||||
Options exercise
|
8
|
11
|
-
|
-
|
-
|
-
|
-
|
19
|
-
|
19
|
||||||||||||||||||||||||||||||
Share-based payments
|
-
|
8
|
-
|
-
|
-
|
-
|
-
|
8
|
-
|
8
|
||||||||||||||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
21,998
|
64,160
|
12,818
|
(1,736
|
)
|
4,356
|
(1,073
|
)
|
6,106
|
106,629
|
937
|
107,566
|
||||||||||||||||||||||||||||
Balance as at January 1, 2018
|
19,980
|
58,339
|
(299
|
)
|
(1,736
|
)
|
2,219
|
138
|
-
|
78,641
|
(1,141
|
)
|
77,500
|
|||||||||||||||||||||||||||
Profit (loss) for the year
|
-
|
-
|
1,057
|
-
|
-
|
-
|
-
|
1,057
|
(453
|
)
|
604
|
|||||||||||||||||||||||||||||
Other comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(823
|
)
|
(365
|
)
|
-
|
(1,188
|
)
|
36
|
(1,152
|
)
|
||||||||||||||||||||||||||
Total comprehensive loss for the year
|
-
|
-
|
1,057
|
-
|
(823
|
)
|
(365
|
)
|
-
|
(131
|
)
|
(417
|
)
|
(548
|
)
|
|||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity:
|
||||||||||||||||||||||||||||||||||||||||
Share-based payments
|
-
|
5
|
-
|
-
|
-
|
-
|
-
|
5
|
-
|
5
|
||||||||||||||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||||||||||||||||||
December 31, 2018
|
19,980
|
58,344
|
758
|
(1,736
|
)
|
1,396
|
(227
|
)
|
-
|
78,515
|
(1,558
|
)
|
76,957
|
Non- controlling
|
Total
|
|||||||||||||||||||||||||||||||||||||||
Attributable to shareholders of the Company
|
Interests
|
Equity
|
||||||||||||||||||||||||||||||||||||||
Retained
earnings (accumulated
deficit)
|
Translation
Reserve from
foreign
operations
|
Transaction
reserve with
non-controlling
Interests
|
||||||||||||||||||||||||||||||||||||||
Share
capital
|
Share
premium
|
Treasury
shares
|
Hedging
Reserve
|
|||||||||||||||||||||||||||||||||||||
Total
|
||||||||||||||||||||||||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2017
|
19,980
|
58,334
|
5,816
|
(1,722
|
)
|
2,664
|
-
|
-
|
85,072
|
(701
|
)
|
84,371
|
||||||||||||||||||||||||||||
Loss for the year
|
-
|
-
|
(6,115
|
)
|
-
|
-
|
-
|
-
|
(6,115
|
)
|
(526
|
)
|
(6,641
|
)
|
||||||||||||||||||||||||||
Other comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(445
|
)
|
138
|
-
|
(307
|
)
|
86
|
(221
|
)
|
|||||||||||||||||||||||||||
Total comprehensive loss for the year
|
-
|
-
|
(6,115
|
)
|
-
|
(445
|
)
|
138
|
-
|
(6,422
|
)
|
(440
|
)
|
(6,862
|
)
|
|||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity:
|
||||||||||||||||||||||||||||||||||||||||
Own shares acquired
|
-
|
-
|
-
|
(14
|
)
|
-
|
-
|
-
|
(14
|
)
|
-
|
(14
|
)
|
|||||||||||||||||||||||||||
Share-based payments
|
-
|
5
|
-
|
-
|
-
|
-
|
-
|
5
|
-
|
5
|
||||||||||||||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||||||||||||||||||
December 31, 2017
|
19,980
|
58,339
|
(299
|
)
|
(1,736
|
)
|
2,219
|
138
|
-
|
78,641
|
(1,141
|
)
|
77,500
|
Non- controlling
|
Total
|
|||||||||||||||||||||||||||||||||||||||
Attributable to shareholders of the Company
|
Interests
|
Equity
|
||||||||||||||||||||||||||||||||||||||
Translation
Reserve from
foreign
operations
|
Transaction
reserve with
non-controlling
Interests
|
|||||||||||||||||||||||||||||||||||||||
Share
capital
|
Share
premium
|
Retained earnings (accumulated
deficit)
|
Treasury
shares
|
Hedging
Reserve
|
||||||||||||||||||||||||||||||||||||
Total
|
|
|
||||||||||||||||||||||||||||||||||||||
US$ in thousands
|
||||||||||||||||||||||||||||||||||||||||
Convenience translation into US$ (exchange rate as at December 31, 2019: euro 1 = US$ 1.122)
|
||||||||||||||||||||||||||||||||||||||||
Balance as at January 1, 2019
|
22,420
|
65,472
|
851
|
(1,948
|
)
|
1,567
|
(255
|
)
|
-
|
88,107
|
(1,748
|
)
|
86,359
|
|||||||||||||||||||||||||||
Profit (loss) for the year
|
-
|
-
|
13,533
|
-
|
-
|
-
|
-
|
13,533
|
(2,555
|
)
|
10,978
|
|||||||||||||||||||||||||||||
Other comprehensive loss for the year
|
-
|
-
|
-
|
-
|
3,322
|
(950
|
)
|
-
|
2,372
|
(962
|
)
|
1,410
|
||||||||||||||||||||||||||||
Total comprehensive loss for the year
|
-
|
-
|
13,533
|
-
|
3,322
|
(950
|
)
|
-
|
15,905
|
(3,517
|
)
|
12,388
|
||||||||||||||||||||||||||||
Transactions with owners of the Company, recognized directly in equity:
|
||||||||||||||||||||||||||||||||||||||||
Sale of shares in subsidiaries to
|
||||||||||||||||||||||||||||||||||||||||
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
6,104
|
6,104
|
6,031
|
12,135
|
||||||||||||||||||||||||||||||
Buy of shares in subsidiaries from
|
||||||||||||||||||||||||||||||||||||||||
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
748
|
748
|
285
|
1,033
|
||||||||||||||||||||||||||||||
Issuance of ordinary shares
|
2,256
|
6,505
|
-
|
-
|
-
|
-
|
-
|
8,761
|
-
|
8,761
|
||||||||||||||||||||||||||||||
Options exercise
|
9
|
12
|
-
|
-
|
-
|
-
|
-
|
21
|
-
|
21
|
||||||||||||||||||||||||||||||
Share-based payments
|
-
|
9
|
-
|
-
|
-
|
-
|
-
|
9
|
-
|
9
|
||||||||||||||||||||||||||||||
Balance as at
|
||||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
24,685
|
71,998
|
14,384
|
(1,948
|
)
|
4,889
|
(1,205
|
)
|
6,852
|
119,655
|
1,051
|
120,706
|
For the year ended December 31
|
||||||||||||||||
2019
|
2018
|
2017
|
2019
|
|||||||||||||
€ in thousands
|
Convenience Translation into US$ in thousands (Note 3B)
|
|||||||||||||||
Cash flows from operating activities
|
||||||||||||||||
Profit (loss) for the year
|
9,784
|
604
|
(6,641
|
)
|
10,978
|
|||||||||||
Adjustments for:
|
||||||||||||||||
Financing expenses, net
|
8,153
|
2,091
|
9,228
|
9,149
|
||||||||||||
Capital gain
|
(18,770
|
)
|
-
|
-
|
(21,063
|
)
|
||||||||||
Depreciation and amortization
|
6,416
|
5,816
|
4,518
|
7,200
|
||||||||||||
Share-based payment transactions
|
8
|
5
|
5
|
9
|
||||||||||||
Share of profits of equity accounted investees
|
(3,086
|
)
|
(2,545
|
)
|
(1,531
|
)
|
(3,463
|
)
|
||||||||
Payment of interest on loan from an equity accounted investee
|
370
|
3,036
|
407
|
415
|
||||||||||||
Change in trade receivables and other receivables
|
403
|
(17
|
)
|
2,012
|
452
|
|||||||||||
Change in other assets
|
(1,950
|
)
|
37
|
126
|
(2,188
|
)
|
||||||||||
Change in receivables from concessions project
|
1,329
|
1,431
|
(84
|
)
|
1,491
|
|||||||||||
Change in accrued severance pay, net
|
9
|
15
|
2
|
10
|
||||||||||||
Change in trade payables
|
461
|
633
|
(258
|
)
|
517
|
|||||||||||
Change in other payables
|
5,336
|
(1,565
|
)
|
(2,655
|
)
|
5,988
|
||||||||||
Taxes on income (tax benefit)
|
(287
|
)
|
215
|
372
|
(322
|
)
|
||||||||||
Income taxes paid
|
(100
|
)
|
(77
|
)
|
(42
|
)
|
(112
|
)
|
||||||||
Interest received
|
1,719
|
1,835
|
505
|
1,929
|
||||||||||||
Interest paid
|
(6,083
|
)
|
(4,924
|
)
|
(3,659
|
)
|
(6,826
|
)
|
||||||||
(6,072
|
)
|
5,986
|
8,946
|
(6,814
|
)
|
|||||||||||
Net cash provided by operating activities
|
3,712
|
6,590
|
2,305
|
4,164
|
For the year ended December 31,
|
||||||||||||||||
2019
|
2018
|
2017
|
2019
|
|||||||||||||
€ in thousands
|
Convenience Translation into US$ in thousands (Note 3B)
|
|||||||||||||||
Cash flows from investing activities:
|
||||||||||||||||
Acquisition of fixed assets
|
(74,587
|
)
|
(3,708
|
)
|
(7,576
|
)
|
(83,699
|
)
|
||||||||
Acquisition of subsidiary, net of cash acquired (see Note 6C and Note 6D)
|
(1,000
|
)
|
(1,000
|
)
|
(9,851
|
)
|
(1,122
|
)
|
||||||||
Repayment of loan from an equity accounted investee
|
-
|
1,540
|
-
|
-
|
||||||||||||
Proceeds from sale of investments
|
34,586
|
-
|
-
|
38,811
|
||||||||||||
Advances on account of investments
|
-
|
-
|
(8,000
|
)
|
-
|
|||||||||||
Proceeds from marketable securities
|
-
|
3,316
|
1,277
|
-
|
||||||||||||
Acquisition of marketable securities
|
-
|
-
|
(6,677
|
)
|
-
|
|||||||||||
Proceeds from settlement of derivatives, net
|
532
|
664
|
620
|
597
|
||||||||||||
Proceed (investment) in restricted cash, net
|
(26,003
|
)
|
(3,107
|
)
|
3,225
|
(29,180
|
)
|
|||||||||
Investment in short term deposit
|
(6,302
|
)
|
-
|
-
|
(7,072
|
)
|
||||||||||
Repayment (grant) Loan to others
|
3,912
|
(3,500
|
)
|
(361
|
)
|
4,390
|
||||||||||
Net cash used in investing activities
|
(68,862
|
)
|
(5,795
|
)
|
(27,343
|
)
|
(77,275
|
)
|
||||||||
Cash flows from financing activities:
|
||||||||||||||||
Repayment of long-term loans and finance lease obligations
|
(5,844
|
)
|
(17,819
|
)
|
(2,224
|
)
|
(6,558
|
)
|
||||||||
Repayment of Debentures
|
(9,836
|
)
|
(4,668
|
)
|
(4,842
|
)
|
(11,038
|
)
|
||||||||
Cost associated with long term loans
|
(12.218
|
)
|
-
|
-
|
(13,711
|
)
|
||||||||||
Proceeds from options
|
19
|
-
|
-
|
21
|
||||||||||||
Sale of shares in subsidiaries to non-controlling interests
|
13,936
|
-
|
-
|
15,638
|
||||||||||||
Acquisition of shares in subsidiaries from non-controlling interests
|
(2,961
|
)
|
-
|
-
|
(3,323
|
)
|
||||||||||
Issuance of ordinary shares
|
7,807
|
-
|
-
|
8,761
|
||||||||||||
Repurchase of own shares
|
-
|
-
|
(14
|
)
|
-
|
|||||||||||
Proceeds from long term loans, net
|
59,298
|
34,745
|
5,575
|
66,542
|
||||||||||||
Proceeds from issuance of Debentures, net
|
22,317
|
-
|
31,175
|
25,043
|
||||||||||||
Net cash from financing activities
|
72,518
|
12,258
|
29,670
|
81,375
|
||||||||||||
Effect of exchange rate fluctuations on cash and
|
||||||||||||||||
cash equivalents
|
259
|
(133
|
)
|
(3,156
|
)
|
294 | ||||||||||
Increase in cash and cash equivalents
|
7,627
|
12,920
|
1,476
|
8,558
|
||||||||||||
Cash and cash equivalents at the beginning of year
|
36,882
|
23,962
|
22,486
|
41,388
|
||||||||||||
Cash and cash equivalents at the end of the year
|
44,509
|
36,882
|
23,962
|
49,946
|
|
A. |
Ellomay Capital Ltd. (hereinafter - the "Company"), is an Israeli Company operating in the business of renewable energy and a power generator and developer
of renewable energy and power projects in Europe and Israel. As of December 31, 2019, the Company owns five photovoltaic plants (each, a “PV Plant” and, together, the “PV Plants”) that are connected to their respective national
grids and operating as follows: (i) four photovoltaic plants in Spain with an aggregate installed capacity of approximately 7.9 MWp and (ii) one photovoltaic plant in Israel with an aggregate installed capacity of approximately 9
MWp. In addition, the Company indirectly owns: (i) 9.375% of Dorad Energy Ltd. (hereinafter - “Dorad”), (ii) 75% of Ellomay Pumped Storage (2014) Ltd. (including 6.67% that are held by a
trustee in trust for the Company and other parties), which is promoting a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel, (iii) 51% of Talasol Solar S.L.U which is constructing a
photovoltaic plant with a peak capacity of 300 MW in the municipality of Talaván, Cáceres, Spain and (iv) Groen Gas Goor B.V. and Groen Gas Oude-Tonge B.V., project companies operating anaerobic digestion plants with a green gas
production capacity of approximately 375 Nm3/h, in Goor, the Netherlands and 475 Nm3/h, in Oude Tonge, the Netherlands, respectively.
|
|
B. |
Definitions:
|
|
C. |
Material events in the reporting period
|
|
1. |
On April 30, 2019, the Company, through its Spanish subsidiary Talasol Solar, S.L.U. (“Talasol”), closed on the financing for the construction of a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, in
Extramadura Spain (the “Talasol Project”) and on the sale of 49% of its indirect holdings in Talasol. The purchase price under the Talasol SPA was fixed at €16.1 million. Following the consummation of these transactions, Talasol
provided the engineering, procurement and construction contractor of the Talasol Project, METKA EGN Limited, a notice to proceed with the construction works of the Talasol Project. The Talasol Project’s total CAPEX is expected to be
approximately €228 million, of which an aggregate amount of approximately €131 million will be provided by a term loan under the project finance obtained by Talasol from Rabobank, ABN AMRO and Deutsche Bank (commercial tranche) and the
European Investment Bank.
|
|
C. |
Material events in the reporting period (cont’d)
|
|
2. |
During 2019, the Company completed the purchase of 49% of the companies that own the anaerobic digestion plans in Goor and Oude-Tonge, both in the Netherlands, from Ludan and several entities affiliated with Ludan for an acquisition
price of approximately €3 million. As of December 31, 2019, the Company wholly-owns these companies.
|
|
3. |
On July 17, 2019, the Company issued 800,000 ordinary shares to several Israeli qualified investors in a private placement undertaken in accordance with Regulation S of the Securities Act of 1933, as amended. The price per share was
set at NIS 39.20 and the gross proceeds to the Company were approximately NIS 31.3 million (approximately €7,807 thousand).
|
|
4. |
On July 25, 2019, the Company issued NIS 89,065 thousand (approximately €22,690 thousand based on the Euro /NIS exchange rate at that time) principal amount
of unsecured non-convertible Series C Debentures (“Series C Debentures”) through a public offering limited to residents of Israel at a fixed annual interest rate of 3.3%. The gross proceeds of the offering were approximately NIS
89.1 million (including offering expenses and commissions of approximately NIS 1.6 million). The Series C Debentures are traded on the TASE (Tel Aviv Stock Exchange).
|
|
5. |
In 2019, the Company announced the early repayment of the entire outstanding principal of the Company’s Series A Debentures pursuant to the terms of the deed of trust governing these Debentures. On December 30, 2019 the Company
transferred to the nominee company an amount of approximately NIS 85.9 million (approximately €22.3 million) including prepayment charge of approximately NIS 5.7 million (approximately €1.5 million) designated for such repayment
that was executed on January 5, 2020 (See Note 12B Series A Debentures).
|
|
6. |
On December 20, 2019, the Company sold ten Italian indirect wholly-owned subsidiaries (the “Italian Subsidiaries”), which own twelve photovoltaic plants with an aggregate nominal capacity of approximately 22.6 MW for a purchase
price of €38.7 million (after approximately €2.3 million adjustments in connection with funds received by the Company from the Italian Subsidiaries during 2019). The Company recorded a profit of approximately €18.8 million in
connection with the sale of the Italian Subsidiaries in its financial results for the year ended December 31, 2019.
|
|
7. |
In November 2019, the Company, through its wholly-owned subsidiary, Ellomay Luxembourg executed a Framework Agreement (the “First Framework Agreement”), with an
established European developer and contractor. Pursuant to the First Framework Agreement, the developer will scout and develop photovoltaic greenfield projects in Italy with the aim of reaching an aggregate authorized capacity of at
least 250 MW over a three-year period. The First Framework Agreement provides that each project will be presented to Ellomay Luxembourg when it becomes “ready to build”. Thereafter, if Ellomay Luxembourg accepts the project, the
developer is obligated to transfer to Ellomay Luxembourg 100% of the share capital of the entity that holds the rights to the project. With respect to each project, subject to the conditions set forth in the First Framework Agreement,
Ellomay Luxembourg will enter into engineering, procurement and construction, or EPC, and O&M contracts with the developer to construct and operate the projects. In connection with the execution of the First Framework Agreement,
Ellomay Luxembourg is expected to pay the developer an advance payment of approximately €1.2 million, based on the target aggregate project capacity of 250 MW, and undertook to pay an additional advance payment per each project when
the project submits its environmental impact assessment application. In the event the target aggregate capacity is not achieved within a three-year period or in the event a project does not reach “ready to build” status, the advance
payment will be proportionately refunded.
In December 2019, the Company, through its wholly-owned subsidiary, Ellomay Luxembourg executed an additional Framework Agreement (the ‘Second Framework Agreement”), with an established and experienced
European developer. Pursuant to the Second Framework Agreement, the developer will provide Ellomay Luxembourg with development services with respect to photovoltaic greenfield projects in Italy in the scope of 350 MW with the aim of
reaching an aggregate “ready to build” authorized capacity of at least 265 MW over a forty-one month period. The Second Framework Agreement provides that the developer will offer all projects identified during the term of the Second
Framework Agreement exclusively to Ellomay Luxembourg and that, with respect to each project acquired by Ellomay Luxembourg, the developer will be entitled to provide development services until it reaches the “ready to build”
status. The parties agreed on a development budget including a monthly development service consideration, to be paid to the developer and all other payments for the tasks required to bring the projects to a ready to build. In
addition, Ellomay Luxembourg undertook to pay a success fee to the developer with respect to each project that achieves a “ready to build” status. Currently development is progressing as planned. In addition to the 265 MW mentioned
above, Ellomay Luxembourg has the option to purchase approximately 37 MW that are already under development by the developer, 30 MW of which have already received the approval for connection to the Italian electricity grid.
|
|
1. |
The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The operating cycle of the
Company is one year.
The consolidated financial statements were authorized by the Company’s Board of Directors for issue on April 7, 2020.
|
|
2. |
Consistent accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
|
|
3. |
Basis of measurement - The consolidated financial statements have been prepared on the historical cost basis, except for the following:
|
|
(i) |
Investment in investee accounted for using the equity method;
|
|
(ii) |
Marketable securities;
|
|
(iii) |
Deferred tax assets and liabilities;
|
|
(iv) |
Financial instruments measured at fair value through other comprehensive income;
|
|
(v) |
Derivative financial instruments and other receivables measured at fair value through profit or loss; and
|
|
(vi) |
Provisions.
|
|
B. |
Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements
|
|
B. |
Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements (cont’d)
|
|
• |
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 (unobservable inputs).
|
|
(1) |
Relying on a previous definition and/or assessment of whether an arrangement is a lease in accordance with current guidance with respect to agreements that exist at the date of initial application;
|
|
(2) |
Applying a single discount rate to a portfolio of leases with reasonably similar characteristics;
|
|
(3) |
Applying the practical expedient regarding the recognition and measurement of short-term leases, for both leases that end within 12 months from the date of initial application and leases for a period of up to 12 months from the date
of their inception for all groups of underlying assets to which the right-of-use relates;
|
According to
|
According to
|
|||||||||||
IAS 17
|
The change
|
IFRS 16
|
||||||||||
€ in thousands
|
||||||||||||
Right-of-use asset
|
-
|
4,192
|
4,192
|
|||||||||
Deferred tax assets
|
-
|
1,040
|
1,040
|
|||||||||
Lease liabilities
|
-
|
4,192
|
4,192
|
|||||||||
Deferred tax liabilities
|
-
|
1,040
|
1,040
|
|
(3) |
Amendment to IAS 28, Investments in Associates and Joint Venture: Long-Term Interests in Associates or Joint Ventures (hereinafter – the “Amendment”)
|
|
A. |
Basis of consolidation and equity method accounting
|
|
A. |
Basis of consolidation and equity method accounting (cont’d)
|
|
A. |
Basis of consolidation and equity method accounting (cont’d)
|
|
B. |
Functional and presentation currency
|
|
B. |
Functional and presentation currency (cont’d)
|
|
- |
It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and
|
|
- |
The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates.
|
|
- |
It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
|
|
- |
The contractual terms of the debt instrument give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates.
|
|
- |
Terms that limit the Company's claim to cash flows from specified assets (for example a non-recourse financial asset).
|
%
|
Mainly %
|
|||||||
Office furniture and equipment
|
6-33
|
33
|
||||||
Photovoltaic plants in Spain
|
4
|
4
|
||||||
Photovoltaic plants in Italy
|
5
|
5
|
||||||
Anaerobic digestion plants in the Netherlands
|
8
|
8
|
||||||
Leasehold improvements
|
Over the shorter of the lease period or the life of the asset
|
7
|
|
• |
Lands
|
20-40 years
|
|
(a) |
The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them;
|
|
(b) |
The Company can identify the rights of each party in relation to the goods that will be transferred;
|
|
(c) |
The Company can identify the payment terms for the goods that will be transferred;
|
|
(d) |
The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract);
|
|
(e) |
It is probable that the consideration, to which the Company is entitled to in exchange for the goods transferred to the customer, will be collected.
|
|
- |
The initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss,
|
|
- |
Differences relating to investments in subsidiaries, joint arrangements and associates, to the extent that the Company is able to control the timing of the reversal of the temporary difference and it is probable that they will not
reverse in the foreseeable future, either by way of selling the investment or by way of distributing dividends in respect of the investment.
|
|
(1) |
Amendment to IFRS 3, Business Combinations (“the Amendment”)
|
|
(2) |
Amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement, and IFRS 7, Financial Instruments: Disclosures, Interest Rate Benchmark Reform ("the Amendments")
|
|
- |
When determining the probability of occurrence of the hedged cash flows, the existing contractual cash flows should be used, and future changes arising from the IBOR reform should be ignored.
|
|
- |
When performing a prospective assessment of effectiveness, the existing contractual terms of the hedged item and hedging item should be taken into consideration, and the uncertainties arising from the reform be ignored.
|
December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Cash
|
24,948
|
35,984
|
||||||
On call deposits
|
19,561
|
898
|
||||||
Cash and cash equivalents
|
44,509
|
36,882
|
||||||
Cash and cash equivalents in the statement of cash flows
|
44,509
|
36,882
|
December 31
|
||||||||
|
2019
|
2018
|
||||||
€ in thousands
|
||||||||
Marketable securities (1)
|
2,242
|
2,132
|
||||||
Short-term restricted cash (2)
|
22,162
|
*1,315
|
||||||
Short-term deposits (3)
|
6,446
|
-
|
||||||
Long-term restricted non-interest bearing bank deposits (4)
|
3,094
|
408
|
||||||
Restricted cash, long-term bank deposits (5)
|
7,862
|
4,992
|
||||||
Long-term restricted cash and deposits
|
10,956
|
*5,400
|
|
(1) |
During 2017, the Company invested in a traded Corporate Bond (rated Baa3 by Moody's) with a coupon rate of 4.435% and a maturity date of December 30, 2020 and in 5.8% WACHOVIA Fixed Interest Float.
|
|
(2) |
On December 16, 2019, the Company announced its intention to repay the entire outstanding principal of the Company’s Series A Debentures on December 31, 2019. Due to technical issues related to the clearing system, the Company
executed a regular principal repayment of NIS 20,034 thousand (approximately €5,160 thousand) and the repayment of the remaining outstanding principal balance was scheduled for January, 2020. On December 30, 2019 the funds designated
for such repayment were transferred to the nominee company.
|
|
(3) |
Bank deposits with annual interest rate as of December 31, 2019 of 0.58%.
|
|
(4) |
Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the pumped-storage project in the Manara Cliff in Israel and to secure obligations under loan
agreements (see Note 11).
|
|
(5) |
Bank deposits used to secure obligations under loan agreements (see Note 11).
|
|
A. |
Equity accounted investees
|
|
A. |
Equity accounted investees (cont'd)
|
|
|
On January 15, 2018 the Israeli Electricity Authority published a decision regarding “Electricity Rates for Customers of IEC in 2018” which in accordance the average production component will increase by about 6% from January 15,
2018 and will remain in effect to the end of 2018. On December 24, 2018 the Israeli Electricity Authority published a decision regarding “Electricity Rates for Customers of IEC in 2019” which in
accordance the average production component will increase by about 3.3% from January 1, 2019 and will remain in effect to the end of 2019. On December 23, 2019, the Israeli Electricity Authority published a decision regarding "Annual
Electricity Rate Update 2020", which, among other things, averaged a 7.9% decrease in the production component as of January 1, 2020, and will remain in effect to the end of 2020.
|
|
A. |
Equity accounted investees (cont'd)
|
|
A. |
Equity accounted investees (cont'd)
|
|
A. |
Equity accounted investees (cont'd)
|
|
A. |
Equity accounted investees (cont'd)
|
|
A. |
Equity accounted investees (cont'd)
|
December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Investment in shares
|
23,580
|
19,641
|
||||||
Long-term loans
|
10,595
|
8,774
|
||||||
Deferred interest
|
(614
|
)
|
(669
|
)
|
||||
33,561
|
27,746
|
|||||||
Current Maturities of the long-term loans
|
-
|
415
|
||||||
33,561
|
28,161
|
2019
|
2018
|
|||||||
Changes in equity and loans:
|
€ in thousands
|
|||||||
Balance as at January 1
|
28,161
|
30,820
|
||||||
Repayment of long term loans
|
(370
|
)
|
(4,576
|
)
|
||||
Interest and reevaluation in connection with long term loans
|
782
|
1,079
|
||||||
Deferred interest
|
54
|
52
|
||||||
Elimination of interest on loan from related party
|
(868
|
)
|
(1,130
|
)
|
||||
The Company’s share of income
|
3,086
|
2,545
|
||||||
Foreign currency translation adjustments
|
2,716
|
(629
|
)
|
|||||
Balance as at December 31
|
33,561
|
28,161
|
|
A. |
Equity accounted investees (cont'd)
|
|
(a) |
Summary information on financial position
|
Equity
attributable to the owners of the
Company
|
||||||||||||||||||||||||||||||||||||||||||||||||
Rate of
ownership
|
Current
Assets
|
Non-current
assets
|
Total
assets
|
Current
liabilities
|
Non-current
liabilities
|
Total
liabilities
|
Company’s
share
|
Surplus
Costs and
goodwill
|
Other
Adjustments
|
Carrying
Amount of
investment
|
||||||||||||||||||||||||||||||||||||||
%
|
€ in thousands
|
|||||||||||||||||||||||||||||||||||||||||||||||
2019
|
||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy
|
50
|
44
|
62,484
|
62,506
|
(215
|
)
|
(20,852
|
)
|
(21,067
|
)
|
41,483
|
20,742
|
3,269
|
(431
|
)
|
23,580
|
||||||||||||||||||||||||||||||||
2018
|
||||||||||||||||||||||||||||||||||||||||||||||||
Dori Energy
|
50
|
1,154
|
49,629
|
50,783
|
(204
|
)
|
(18,005
|
)
|
(18,209
|
)
|
32,574
|
16,287
|
3,376
|
(22
|
)
|
19,641
|
|
(b) |
Summary information on operating results
|
Rate of ownership
as of December
|
Income
for the year
|
Company’s
share
|
Elimination of interest on loan from related party
|
Other
Adjustments
|
Company’s share
of income of investee
|
|||||||||||||||||||
%
|
€ in thousands
|
|||||||||||||||||||||||
2019
|
||||||||||||||||||||||||
Dori Energy
|
50
|
5,281
|
2,640
|
868
|
(422
|
)
|
3,086
|
|||||||||||||||||
2018
|
||||||||||||||||||||||||
Dori Energy
|
50
|
3,668
|
1,834
|
1,130
|
(419
|
)
|
2,545
|
|
B. |
Pumped Storage Projects
|
|
B. |
Pumped Storage Projects (cont’d)
|
|
B. |
Pumped Storage Projects (cont’d)
|
December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
On account of the Manara PSP
|
883
|
798
|
||||||
883
|
798
|
December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Income receivable in connection with the A.R.Z. Electricity PSP
|
1,418
|
1,282
|
||||||
1,418
|
1,282
|
|
1. |
Biogas Projects in the Netherlands
|
|
C. |
Subsidiaries – (cont’d)
|
|
1. |
Biogas Projects in the Netherlands (cont’d)
|
|
2. |
The Talasol Project
|
In April 2017, the Company, through one of its subsidiaries, entered into a share purchase agreement (the “SPA”), pursuant to which it purchased the entire share capital of a Spanish company, Talasol Solar S.L.U (“Talasol”), which is promoting the construction of a photovoltaic plant with a peak capacity of 300 MW in the municipality of Talaván, Cáceres, Spain (the “Project”).
|
C. |
Subsidiaries - (cont’d)
|
|
2. |
The Talasol Project (cont’d)
|
|
C. |
Subsidiaries - (cont’d)
|
|
2. |
The Talasol Project (cont’d)
|
|
3. |
Sale of Italian indirect wholly-owned subsidiaries
|
|
C. |
Subsidiaries - (cont’d)
|
|
3. |
Sale of Italian indirect wholly-owned subsidiaries (cont’d)
|
December 31 2019
|
||||
€ in thousands
|
||||
Cash and cash equivalents
|
4,106
|
|||
Trade and other receivables
|
4,569
|
|||
Deferred tax and advance tax payment and tax provision
|
2,864
|
|||
Fixed assets
|
41,431
|
|||
Restricted cash
|
156
|
|||
Right of use asset
|
1,356
|
|||
Trade and other payables
|
(2,458
|
)
|
||
Loans and borrowings
|
(30,725
|
)
|
||
Lease liability
|
(1,377
|
)
|
||
Total net identifiable assets
|
19,922
|
|||
Capital gain
|
18,770
|
|||
38,692
|
||||
Cash and cash equivalents
|
(4,106
|
)
|
||
Proceeds from sale of investments
|
34,586
|
|
(i) |
Indemnification in the amount of up to €250 thousand in connection with potential tax liabilities (until December 31, 2023).
|
|
(ii) |
Indemnification in the amount of up to €500 thousand in connection with potential incentive reduction under limited circumstances in one of the Italian subsidiaries sold (until December 31, 2023).
|
|
(iii) |
During 2019 the Company recorded approximately €2.1 million expenses in connection with the announcement received from GSE, Italy’s energy regulation agency, by one of the
Company’s Italian subsidiaries, claiming alleged non-compliance of the installed modules with the required certifications under the applicable regulation and raising the need to examine incentive eligibility implications
(the “GSE Claim”). On December 20, 2019, the Company sold its holdings in this subsidiary. The Sale and Purchase Agreement governing the sale of the subsidiary provided for an indemnification of up to €2.1 million in
connection with the GSE Claim and the Company recorded this potential payment as other expenses.
|
|
D. |
Subsidiaries – Israeli Service Concession project
|
Acquisition date
|
||||
€ in thousands
|
||||
Asset from concessions project
|
28,927
|
|||
Intangible asset
|
5,505
|
|||
Restricted cash
|
1,795
|
|||
Long-term loan
|
(21,370
|
)
|
||
Working Capital, net (excluding cash and cash equivalents)
|
(119
|
)
|
||
Deferred tax
|
(4,887
|
)
|
||
Total net identifiable assets
|
9,851
|
€ in thousands
|
||||
Cash and cash equivalents paid
|
11,815
|
|||
Less - cash and cash equivalents of the subsidiary
|
(1,964
|
)
|
||
9,851
|
Asset from concession project
|
||||
€ in thousands
|
||||
Balance as at December 31, 2018
|
27,002
|
|||
Total income recognized in profit or loss
|
1,757
|
|||
Proceeds from asset from concession project
|
(2,994
|
)
|
||
Foreign Currency translation adjustments
|
2,820
|
|||
Balance as at December 31, 2019
|
28,585
|
|||
Less current maturities
|
1,463
|
|||
Long-term Asset from concession project
|
27,122
|
December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Current Assets - Other receivables:
|
||||||||
Government authorities
|
781
|
2,706
|
||||||
Income receivable
|
1,075
|
3,830
|
||||||
Interest receivable
|
38
|
6
|
||||||
Current tax
|
-
|
195
|
||||||
Current Maturities of loan to an equity accounted investee
|
-
|
415
|
||||||
Trade receivable
|
805
|
156
|
||||||
Inventory
|
284
|
-
|
||||||
Derivatives (refer to Note 21)
|
94
|
-
|
||||||
Forward contracts closed (1)
|
-
|
529
|
||||||
Loan to others (2)
|
-
|
3,500
|
||||||
Prepaid expenses and other
|
1,805
|
1,286
|
||||||
4,882
|
12,623
|
|||||||
Non-current Assets - Long term receivables:
|
||||||||
Advance tax payment
|
-
|
996
|
||||||
Prepaid expenses associated with long term loans
|
12,218
|
-
|
||||||
Annual rent deposits
|
30
|
27
|
||||||
Other
|
1
|
432
|
||||||
12,249
|
1,455
|
|||||||
|
(1) |
The Company closed euro/USD forward contracts with an accumulated profit of approximately €529 thousand (approximately $606 thousand) and received between January and March 2019 an amount of €531 thousand.
|
|
(2) |
In November 2018, Talasol provided an amount of €3,500 thousand to METKA EGN Limited, the EPC contractor of the Talasol Project, for the purpose of securing or executing main
supply contracts for the execution of the EPC agreement with Metka. The amount was repaid in May 2019.
|
|
(3) |
Prepaid commission expenses paid in connection with the credit Talasol project finance.
|
Office
|
||||||||||||||||||||
Photovoltaic
|
Biogas
|
furniture and
|
Leasehold
|
|||||||||||||||||
Plants
|
installations
|
equipment
|
Improvements
|
Total
|
||||||||||||||||
€ in thousands
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
Balance as at January 1, 2018
|
87,922
|
15,157
|
121
|
52
|
103,252
|
|||||||||||||||
Additions
|
*10,367
|
3,499
|
17
|
-
|
13,883
|
|||||||||||||||
Balance as at December 31, 2018
|
98,289
|
18,656
|
138
|
52
|
117,135
|
|||||||||||||||
Balance as at January 1, 2019
|
98,289
|
18,656
|
138
|
52
|
117,135
|
|||||||||||||||
Additions
|
*73,402
|
932
|
9
|
-
|
74,343 | |||||||||||||||
Disposals
|
*(68,908
|
)
|
-
|
-
|
-
|
(68,908
|
)
|
|||||||||||||
Effect of changes in exchange rates
|
1
|
-
|
-
|
-
|
1
|
|||||||||||||||
Balance as at December 31, 2019
|
102,784
|
19,588
|
147
|
52
|
122,571
|
Depreciation
|
||||||||||||||||||||
Balance as at January 1, 2018
|
24,154
|
111
|
98
|
52
|
24,415
|
|||||||||||||||
Depreciation for the year
|
4,396
|
1,081
|
23
|
-
|
5,500
|
|||||||||||||||
Balance as at December 31, 2018
|
28,550
|
1,192
|
121
|
52
|
29,915
|
|||||||||||||||
Balance as at January 1, 2019
|
28,550
|
1,192
|
121
|
52
|
29,915
|
|||||||||||||||
Depreciation for the year
|
4,383
|
1,353
|
8
|
-
|
5,744
|
|||||||||||||||
Disposals
|
*(27,477
|
)
|
-
|
-
|
-
|
(27,477
|
)
|
|||||||||||||
Balance as at December 31, 2019
|
5,456
|
2,545
|
129
|
52
|
8,182
|
|||||||||||||||
Carrying amounts
|
||||||||||||||||||||
As at January 1, 2018
|
63,768
|
15,046
|
23
|
-
|
78,837
|
|||||||||||||||
As at December 31, 2018
|
69,739
|
17,464
|
17
|
-
|
87,220
|
|||||||||||||||
As at December 31, 2019
|
97,328
|
17,043
|
18
|
-
|
114,389
|
PV Plant Title
|
Nominal Capacity
|
Connection to Grid
|
Cost included in the Book value as at
|
|||||
December 31, 2019
|
||||||||
€ in thousands
|
||||||||
“Ellomay Spain – Rinconada II”
|
2,275 kWp
|
June 2010
|
5,509
|
|||||
“Rodríguez I”
|
1,675 kWp
|
November 2011
|
3,662
|
|||||
“Rodríguez II”
|
2,691 kWp
|
November 2011
|
6,631
|
|||||
“Fuente Librilla”
|
1,248 kWp
|
June 2011
|
3,212
|
|||||
"Talasol"
|
300 MWP
|
under construction
|
83,770
|
December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Employees and payroll accruals
|
224
|
111
|
||||||
Indemnification liability (refer to Note 18D)
|
2,100
|
-
|
||||||
Government authorities
|
155
|
185
|
||||||
Lease liability (S/T)
|
225
|
-
|
||||||
Derivatives (refer to Note 21)
|
766
|
365
|
||||||
Accrued expenses
|
1,430
|
2,316
|
||||||
Current tax
|
110
|
126
|
||||||
5,010
|
3,103
|
Linkage
|
Interest rate
|
December 31
|
December 31
|
||||||||||
|
terms
|
2018 and 2019
|
2019
|
2018
|
|||||||||
%
|
€ in thousands
|
||||||||||||
Current maturities of long term
|
EURIBOR
|
1.6-3.5
|
2,469
|
4,405
|
|||||||||
loans (refer to Note 11)
|
Consumer price index in Israel
|
4.65
|
1,669
|
1,459
|
|||||||||
4,138
|
5,864
|
|
A. |
Loans details
|
Linkage |
Interest
|
December | |||||||
term
|
rate 2019
|
31 2019
|
|||||||
|
%
|
€ in thousands
|
|||||||
Bank loans
|
EURIBOR
|
1.6-3.5
|
25,620
|
||||||
|
Consumer price index in Israel
|
4.65
|
19,323
|
||||||
Other long-term loans
|
2.5-5.5
|
48,377
|
|||||||
93,320
|
Linkage |
Interest
|
December | |||||||
|
term
|
rate 2018
|
31 2018
|
||||||
|
|
%
|
€ in thousands
|
||||||
Bank loans
|
EURIBOR
|
1.6-3.5
|
42,545
|
||||||
|
Consumer price index in Israel
|
4.65
|
18,843
|
||||||
Other long-term loans
|
2.5-5
|
4,704
|
|||||||
66,092
|
|
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 (Centrobanca – Banca di Credito Finanziario e Mobiliare S.p.A.,
acquired by UBI in 2013). Pursuant to the Finance Agreement, a Senior Loan was provided in the amount of €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 with a maturity date of December 31, 2027.
|
|
A. |
Loans details (cont’d)
|
|
3. |
Groen Goor, Independent Power Plant B.V. (“IPP”) (the entity that holds the permits and subsidies in connection with the Goor Project and is wholly-owned by Groen Goor), and Ellomay Luxembourg entered into a senior project
finance agreement in 2017 (the “Goor Loan Agreement”), with Coöperatieve Rabobank U.A. (“Rabobank”), that includes the following tranches: (i) two loans with principal amounts of €3,510 thousand (with a fixed interest rate of 3%
for the first five years) and €2,090 thousand, (with a fixed interest rate of 2.5% for the first five years), for a period of 12.25 years, repayable in equal monthly installments commencing three months following the connection
of the Goor Project’s facility to the grid and (ii) an on-call credit facility of €370 thousand with variable interest. The amount of €5,600 thousand was withdrawn in 2017 on account of these loans. In connection with the Goor
Loan Agreement, the following securities were provided to Rabobank: (i) pledge on the present and future rights arising from the feedstock purchase agreement, the EPC agreement, the O&M agreement, the SDE subsidy, the
various power and green gas purchase agreements, and the green gas certification supply agreement, (ii) pledge on all present and future (a) receivables arising from business and trade, and (b) stock and inventory including
machinery and transport vehicles of Groen Goor and IPP; (iii) all rights/claims of Groen Goor and IPP against third parties existing at the time of the execution of the Loan Agreement, including rights from insurance agreements.
|
|
A. |
Loans details (cont’d)
|
|
A. |
Loans details (cont’d)
|
|
A. |
Loans details (cont’d)
|
|
A. |
Loans details (cont’d)
|
|
A. |
Loans details (cont’d)
|
December 31
|
December 31
|
|||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Second year
|
7,656
|
6,069
|
||||||
Third year
|
5,274
|
5,847
|
||||||
Fourth year
|
5,342
|
6,040
|
||||||
Fifth year
|
5,242
|
6,163
|
||||||
Sixth year and thereafter
|
65,668
|
36,109
|
||||||
Long-term loans
|
89,182
|
60,228
|
||||||
Current maturities
|
4,138
|
5,864
|
||||||
93,320
|
66,092
|
|
C. |
In order to minimize the interest-rate risk resulting from liabilities to banks and financing institutions in Italy linked to the Euribor, the Company executed swap transactions. For more information , see Note 21.
|
Liabilities
|
||||||||||||||||
Loans and
|
||||||||||||||||
Note
|
borrowings
|
Debentures
|
Total
|
|||||||||||||
€ in thousands
|
||||||||||||||||
Balance as at January 1, 2019
|
66,092
|
51,343
|
117,435
|
|||||||||||||
Changes from financing cash flows
|
||||||||||||||||
Proceeds from issue of debentures
|
12
|
-
|
22,317
|
22,317
|
||||||||||||
Repayment of Debentures
|
12
|
-
|
(9,836
|
)
|
(9,836
|
)
|
||||||||||
Receipt of loans
|
11
|
63,821
|
-
|
63,821
|
||||||||||||
Repayment of loans
|
11
|
(11,051
|
)
|
-
|
(11,051
|
)
|
||||||||||
Accrued interest
|
11
|
1,608
|
-
|
1,608
|
||||||||||||
Transaction costs related to borrowings
|
223
|
2,101
|
2,324
|
|||||||||||||
Sale of Italian subsidiaries
|
(29,400
|
)
|
-
|
(29,400
|
)
|
|||||||||||
Total net financing cash flows
|
91,293
|
65,925
|
157,218
|
|||||||||||||
Effect of changes in foreign exchange rates
|
2,027
|
5,659
|
7,686
|
|||||||||||||
Balance as at December 31, 2019
|
93,320
|
71,584
|
164,904
|
December 31, 2019
|
December 31, 2018
|
|||||||||||||||
Face value
|
Carrying amount
|
Face value
|
Carrying amount
|
|||||||||||||
€ in thousands
|
€ in thousands
|
|||||||||||||||
Debentures
|
72,137
|
71,584
|
52,056
|
51,343
|
||||||||||||
Less current maturities
|
26,928
|
26,773
|
8,975
|
8,758
|
||||||||||||
Total long-term debentures
|
45,209
|
44,811
|
43,081
|
42,585
|
|
1. |
The Company’s equity, on a consolidated basis, shall not be less than $55 million;
|
|
2. |
The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of
cash and cash equivalents and short-term investments and net of project finance, including hedging transactions in connection with such project finance, of the Company’s subsidiaries, or, together, the Net Financial Debt, to (b) the
Company’s equity, on a consolidated basis, plus the Net Financial Debt, shall not exceed a rate of 65%; and
|
|
3. |
The ratio of (a) the Company’s equity, on a consolidated basis, to (b) the Company’s balance sheet, on a consolidated basis, shall not be less than a rate of 20%.
|
|
1. |
the Company’s balance sheet equity, on a consolidated basis, shall not be less than $55 million;
|
|
2. |
The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of cash and cash equivalents and short-term
investments and net of financing of projects, including hedging transactions in connection with such financing, of the Company’s subsidiaries, or, together, the Net Financial Debt, to (b) the Company’s equity (which the Company
calculate in line with the definition of balance sheet equity in the Series B Deed of Trust), on a consolidated basis, plus the Net Financial Debt, commencing from the financial results for September 30, 2018 – shall not exceed the
rate of 60% for purposes of the immediate repayment provision and shall not exceed the rate of 55% for purposes of the annual interest update provision; and
|
|
3. |
The ratio of (a) the Company’s equity (which the Company calculate in line with the definition of balance sheet equity in the Series B Deed of Trust), on a consolidated basis, to (b) the Company’s balance sheet, on a consolidated
basis, commencing from the financial results for September 30, 2018 – shall not be less than a rate of 25% for purposes of the immediate repayment provision and shall not be less than a rate of 30% for purposes of the annual interest
update provision.
|
|
B. |
Debentures – Details (cont'd)
|
|
|
|
|
A. |
Debentures – Details (cont'd)
|
|
1. |
the Company’s balance sheet equity, on a consolidated basis, shall not be less than €50 million for purposes of the immediate repayment provision and shall not be less than €60 for purposes of the annual interest update
provision;
|
|
2. |
The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures issued by us and any other interest-bearing financial obligations, net of cash and cash equivalents and short-term
investments and net of financing of projects, including hedging transactions in connection with such financing, of the Company’s subsidiaries, or, together, the Net Financial Debt, to (b) the Company’s equity (which the Company
calculate in line with the definition of Balance Sheet Equity in the Series C Deed of Trust), on a consolidated basis, plus the Net Financial Debt, or the Company’s CAP, Net, to which the Company refer herein as the Ratio of Net
Financial Debt to CAP, Net, shall not exceed the rate of 67.5% for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes of the annual interest update provision; and
|
|
3. |
The ratio of (a) the Company’s Net Financial Debt, to (b) the Company’s earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef
project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, based on the aggregate four preceding quarters, or the Company’s Adjusted EBITDA, to which
the Company refer to herein as the Ratio of Net Financial Debt to Adjusted EBITDA, shall not be higher than 12 for purposes of the immediate repayment provision and shall not be higher than 10 for purposes of the annual interest update
provision.
|
December 31
|
December 31
|
|||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Second year
|
6,927
|
8,789
|
||||||
Third year
|
8,098
|
8,833
|
||||||
Fourth year
|
9,714
|
8,874
|
||||||
Fifth year
|
13,195
|
10,354
|
||||||
Sixth year and thereafter
|
6,877
|
5,735
|
||||||
Long-term loans
|
44,811
|
42,585
|
||||||
Current maturities
|
26,773
|
8,758
|
||||||
71,584
|
51,343
|
December 31
|
December 31
|
|||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Government authorities
|
-
|
209
|
||||||
Forward contracts closed (1)
|
1,767
|
1,731
|
||||||
Liabilities for employees benefits
|
28
|
19
|
||||||
1,795
|
1,959
|
|
(1) |
The Company closed euro/USD forward contracts with an accumulated loss of approximately €1,767 thousand (approximately $1,982 thousand) that are expected to be received between 2021 and 2022 (depending on the relevant dates of the
forward positions).
|
|
a. |
The Company leases land in Talmei Yosef from the Talmei Yosef Moshav for a period of approximately 25 years, on which the Talmei Yosef PV Plant is located. The contractual period of the aforesaid lease agreements ends on November 25,
2034. A lease liability in the amount of €1,606 thousand and right-of-use asset in the amount of €1,585 thousand have been recognized in the statement of financial positon as at December 31, 2019 in respect of leases of land.
|
|
b. |
The Company leases land in Spain from private lessors for a period of approximately 16 years, on which it sets up photovoltaic sites. The contractual period of the aforesaid lease agreements ends on July 25, 2035. A lease liability
in the amount of €1,177 thousand and right-of-use asset in the amount of €1,160 thousand have been recognized in the statement of financial positon as at December 31, 2019 in respect of leases of land.
|
|
c. |
The Company leases land in Spain from the Municipality of Talaván for a period of approximately 42 years, on which it sets up photovoltaic sites. The contractual period of the aforesaid lease agreements ends on September 8, 2060. A
lease liability in the amount of €12,844 thousand and right-of-use asset in the amount of €12,656 thousand have been recognized in the statement of financial positon as at December 31, 2019 in respect of leases of land.
|
Talmei Yosef
|
Spain
|
Talasol
|
Italy
|
Total
|
||||||||||||||||
€ in thousands
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Additions
|
1,516
|
1,235
|
12,686
|
1,469
|
16,906
|
|||||||||||||||
Disposals
|
-
|
-
|
-
|
(1,469
|
)
|
(1,469
|
)
|
|||||||||||||
Effect of changes in exchange rates
|
172
|
-
|
-
|
-
|
172
|
|||||||||||||||
Balance as at December 31, 2019
|
1,688
|
1,235
|
12,686
|
-
|
15,609
|
Depreciation
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Depreciation for the year
|
103
|
75
|
30
|
113
|
321
|
|||||||||||||||
Disposals
|
-
|
-
|
-
|
(113
|
)
|
(113
|
)
|
|||||||||||||
Balance as at December 31, 2019
|
103
|
75
|
30
|
-
|
208
|
|||||||||||||||
Carrying amounts
|
||||||||||||||||||||
As at January 1, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
As at December 31, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
As at December 31, 2019
|
1,585
|
1,160
|
12,656
|
-
|
15,401
|
December 31, 2019
|
||||
€ in thousands
|
||||
Less than one year
|
225
|
|||
One to five years
|
1,439
|
|||
More than five years
|
13,963
|
|||
Total
|
15,627
|
|||
Current maturities of lease liability
|
225
|
|||
Long-term lease liability
|
15,402
|
2019
|
||||
€ in thousands
|
||||
Interest expenses on lease liability
|
341
|
|||
Total
|
341
|
|
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 and provide board services and chief executive officer services. In consideration of the performance of the management services and the board services pursuant to the Management Agreement, the Company
initially agreed to pay Kanir and Meisaf an aggregate annual management services fee in the amount of $250 thousand.
|
|
B. |
Compensation to key management personnel and interested parties (including directors)
|
Year ended December 31
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
||||||||||||||||||||||
Number of
|
Number of
|
Number of
|
||||||||||||||||||||||
People
|
Amount
|
People
|
Amount
|
People (*)
|
Amount
|
|||||||||||||||||||
€ thousands
|
€ thousands
|
€ thousands
|
||||||||||||||||||||||
Short-term employee
|
||||||||||||||||||||||||
Benefits
|
3
|
689
|
2
|
371
|
2
|
377
|
||||||||||||||||||
Post-employment
|
||||||||||||||||||||||||
Benefits
|
2
|
56
|
2
|
48
|
2
|
57
|
||||||||||||||||||
Share-based payments
|
1
|
29
|
2
|
-
|
2
|
-
|
||||||||||||||||||
Year ended December 31
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
||||||||||||||||||||||
Number of
|
Number of
|
Number of
|
||||||||||||||||||||||
people
|
Amount
|
people
|
Amount
|
People (*)
|
Amount
|
|||||||||||||||||||
€ thousands
|
€ thousands
|
€ thousands
|
||||||||||||||||||||||
Total compensation to
|
||||||||||||||||||||||||
directors not employed
|
||||||||||||||||||||||||
by the Company
|
3
|
72
|
3
|
49
|
3
|
35
|
||||||||||||||||||
share-based payments
|
3
|
9
|
3
|
5
|
3
|
14
|
Interest 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
|
2019
|
2018
|
2019
|
2018
|
2017
|
|||||||||||||||||||
%
|
€ thousands
|
||||||||||||||||||||||||
Dori Energy
|
8.1 (*)
|
|
NIS+CPI
|
10,595
|
9,189
|
814
|
1,130
|
1,158
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||||||||
Issued and
|
Issued and
|
Issued and
|
||||||||||||||||||||||
Authorized
|
Outstanding(1)
|
Authorized
|
outstanding(1)
|
Authorized
|
Outstanding
|
|||||||||||||||||||
Number of shares
|
||||||||||||||||||||||||
Ordinary shares
|
||||||||||||||||||||||||
Of NIS 10.00 par value each
|
17,000,000
|
11,737,140
|
(1)
|
17,000,000
|
10,675,508
|
(1)
|
17,000,000
|
10,675,508
|
(1)
|
|
(1) |
Net of treasury shares as follows: 258,046 Ordinary shares as of December 31, 2019, 2018 and 2017, all of which have been purchased according to share buyback programs that were authorized the Company's Board of Directors.
|
|
1. |
Voting rights at the general meeting, right to dividend and rights upon liquidation of the Company.
|
|
2. |
Commencing August 22, 2011, the Company’s ordinary shares have been listed on the NYSE American (formerly the NYSE MKT and the NYSE Amex). On October 27,
2013, the Company's ordinary shares were also listed for trading on the Tel Aviv Stock Exchange in Israel.
|
|
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.
|
|
E. |
Dividend distribution and buyback program
|
Year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ thousand
|
||||||||||||
Expenses arising from share-based payment
|
||||||||||||
Transactions
|
8
|
5
|
5
|
Year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Expected volatility
|
0.428
|
0.384
|
0.342
|
|||||||||
Risk-free interest
|
1.73
|
%
|
2.67
|
%
|
1.34
|
%
|
||||||
Expected life (in years)
|
2-3
|
2-3
|
2-3
|
Equal market price
|
||||||||
2019
|
2018
|
|||||||
US$
|
||||||||
Weighted average exercise prices
|
11.4
|
8.95
|
||||||
Weighted average fair value on grant date
|
3.4
|
2.1
|
2019
|
2018
|
2017
|
||||||||||||||||||||||
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
|
27,169
|
7.82
|
25,502
|
7.54
|
22,502
|
7.34
|
||||||||||||||||||
Granted during
|
||||||||||||||||||||||||
the year
|
18,303
|
11.41
|
3,000
|
8.95
|
3,000
|
9.02
|
||||||||||||||||||
Exercised during
|
||||||||||||||||||||||||
the year
|
(3,586
|
)
|
6.27
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Expired during
|
||||||||||||||||||||||||
the year
|
(7,000
|
)
|
8.25
|
(1,333
|
)
|
5
|
-
|
-
|
||||||||||||||||
Outstanding at
|
||||||||||||||||||||||||
end of year
|
34,886
|
9.83
|
27,169
|
7.82
|
25,502
|
7.54
|
||||||||||||||||||
Exercisable at
|
||||||||||||||||||||||||
end of year
|
16,583
|
8.09
|
24,169
|
7.68
|
22,502
|
7.34
|
||||||||||||||||||
|
D. |
The weighted average remaining contractual life for the share options outstanding as of December 31, 2019 was 7.33 years (as of December 31, 2018 was 5.51 years and as of December 31, 2017 was 5.72 years).
|
|
E. |
The range of exercise prices for share options outstanding as of December 31, 2019: $5.55- $13 (as of December 31, 2018 and as of December 31, 2017 was $4.7- $9.37).
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Interest Income and consumer price index in Israel in connection to concession project
|
1,757
|
1,948
|
789
|
|||||||||
Interest income
|
70
|
291
|
544
|
|||||||||
Change in fair value of derivatives, net
|
897
|
494
|
-
|
|||||||||
Gain from exchange rate differences, net
|
-
|
697
|
-
|
|||||||||
Total financing income
|
2,724
|
3,430
|
1,333
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Change in fair value of derivatives, net
|
-
|
-
|
3,156
|
|||||||||
Swap interest
|
270
|
206
|
110
|
|||||||||
Debentures interest and related expenses
|
4,696
|
2,604
|
2,753
|
|||||||||
Interest on loans
|
2,666
|
2,330
|
776
|
|||||||||
Consumer price index in Israel for loan
|
102
|
171
|
-
|
|||||||||
Bank charges and other commissions
|
585
|
210
|
180
|
|||||||||
Forward loss
|
513
|
-
|
-
|
|||||||||
Loss from exchange rate differences, net
|
2,045
|
-
|
3,586
|
|||||||||
Total financing expenses
|
10,877
|
5,521
|
10,561
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Depreciation from fixed assets
|
5,744
|
5,500
|
4,518
|
|||||||||
Depreciation from Right-of-use assets
|
321
|
-
|
-
|
|||||||||
Amortization
|
351
|
316
|
-
|
|||||||||
Professional services
|
663
|
375
|
210
|
|||||||||
Annual rent
|
9
|
390
|
267
|
|||||||||
Operating and maintenance services
|
5,322
|
4,942
|
1,574
|
|||||||||
Insurance
|
344
|
245
|
203
|
|||||||||
Other
|
300
|
390
|
295
|
|||||||||
Total operating costs
|
13,054
|
12,158
|
7,067
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Salaries and related compensation
|
1,324
|
1,016
|
1,030
|
|||||||||
Professional services
|
1,978
|
2,185
|
1,255
|
|||||||||
Other
|
525
|
399
|
135
|
|||||||||
Total general and administrative expenses
|
3,827
|
3,600
|
2,420
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Other income in connection with the A.R.Z. electricity pumped storage project (see Note 6B)
|
-
|
73
|
18
|
|||||||||
Compensation from contractor (*)
|
-
|
811
|
-
|
|||||||||
Other (**)
|
(2,100
|
)
|
-
|
-
|
||||||||
Total other income, net
|
(2,100
|
)
|
884
|
18
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Revenues from the sale of solar electricity
|
13,069
|
12,593
|
13,150
|
|||||||||
Revenues from the sale of gas and power produced by anaerobic digestion plants
|
4,786
|
4,483
|
303
|
|||||||||
Revenues from concessions project
|
1,133
|
1,041
|
183
|
|||||||||
Total Revenues
|
18,988
|
18,117
|
13,636
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Current tax income (expense)
|
||||||||||||
Current year
|
(741
|
)
|
(438
|
)
|
(494
|
)
|
||||||
Adjustments for prior years, net
|
(14
|
)
|
26
|
1,044
|
||||||||
(755
|
)
|
(412
|
)
|
550
|
||||||||
Deferred tax income
|
||||||||||||
Creation and reversal of temporary differences
|
1,042
|
197
|
(922
|
)
|
||||||||
Actual Tax benefit (tax on income)
|
287
|
(215
|
)
|
(372
|
)
|
2019
|
2018
|
2017
|
||||||||||
€ in thousands
|
||||||||||||
Profit (loss) before taxes on income
|
9,497
|
819
|
(6,269
|
)
|
||||||||
Primary tax rate of the Company
|
23
|
%
|
23
|
%
|
24
|
%
|
||||||
Tax calculated according to the Company’s primary tax rate
|
(2,184
|
)
|
(188
|
)
|
1,505
|
|||||||
Additional tax (tax saving) in respect of:
|
||||||||||||
Different tax rate of foreign subsidiaries
|
(11
|
)
|
45
|
(106
|
)
|
|||||||
Neutralization of tax calculated in respect of the Company’s share in profits of equity accounted investees
|
710
|
585
|
367
|
|||||||||
Changes in deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past
|
3,681
|
-
|
(448
|
)
|
||||||||
Change in temporary differences for which deferred tax were not recognized
|
(166
|
)
|
(576
|
)
|
(359
|
)
|
||||||
Current year tax losses and benefits for which deferred taxes were not created
|
(1,740
|
)
|
(136
|
)
|
(1,142
|
)
|
||||||
Tax benefit (taxes) in respect to previous years and others
|
(3
|
)
|
55
|
(189
|
)
|
|||||||
Actual Tax benefit (tax on income)
|
287
|
(215
|
)
|
(372
|
)
|
Carry-
|
||||||||||||||||||||||||
Financial
|
Fixed
|
Long term
|
Swap
|
forward tax
|
||||||||||||||||||||
assets
|
assets
|
loans
|
contract
|
losses
|
Total
|
|||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||
Balance of deferred tax asset (liability)
|
||||||||||||||||||||||||
as at January 1, 2019
|
(6,935
|
)
|
(1,916
|
)
|
710
|
198
|
4,147
|
(3,796
|
)
|
|||||||||||||||
Changes recognized in profit or loss
|
719
|
865
|
(97
|
)
|
(27
|
)
|
(418
|
)
|
1,042
|
|||||||||||||||
Changes recognized due to sale of operation
|
-
|
(243
|
)
|
(613
|
)
|
(261
|
)
|
(555
|
)
|
(1,672
|
)
|
|||||||||||||
Changes recognized in other comprehensive income
|
(756
|
)
|
-
|
-
|
768
|
232
|
244
|
|||||||||||||||||
Balance of deferred tax asset (liability) as at
|
||||||||||||||||||||||||
December 31, 2019
|
(6,972
|
)
|
(1,294
|
)
|
-
|
678
|
3,406
|
(4,182
|
)
|
Carry-
|
||||||||||||||||||||||||
Financial
|
Fixed
|
Long term
|
Swap
|
forward tax
|
||||||||||||||||||||
assets
|
assets
|
loans
|
contract
|
losses
|
Total
|
|||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||
Balance of deferred tax asset (liability)
|
||||||||||||||||||||||||
as at January 1, 2018
|
(7,392
|
)
|
(3,178
|
)
|
2,020
|
117
|
4,228
|
(4,205
|
)
|
|||||||||||||||
Changes recognized due to business combination
|
-
|
-
|
-
|
-
|
2
|
2
|
||||||||||||||||||
Changes recognized in profit or loss
|
200
|
1,262
|
(1,310
|
)
|
39
|
6
|
197
|
|||||||||||||||||
Changes recognized in other comprehensive income
|
257
|
-
|
-
|
42
|
(89
|
)
|
210
|
|||||||||||||||||
Balance of deferred tax asset (liability) as at
|
||||||||||||||||||||||||
December 31, 2018
|
(6,935
|
)
|
(1,916
|
)
|
710
|
198
|
4,147
|
(3,796
|
)
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
€ in thousands (other than share and per share data)
|
||||||||||||
Net income (loss) attributed to owners of the Company
|
12,060
|
1,057
|
(6,115
|
)
|
||||||||
Weighted average ordinary shares outstanding (1)
|
11,064,847
|
10,675,508
|
10,675,757
|
|||||||||
Dilutive effect:
|
||||||||||||
Stock options and warrants (2)
|
5,589
|
3,349
|
-
|
|||||||||
Diluted weighted average ordinary shares
|
||||||||||||
Outstanding
|
11,070,436
|
10,678,857
|
10,675,757
|
|||||||||
Basic profit (loss) per share from continuing operations
|
1.09
|
0.10
|
(0.57
|
)
|
||||||||
Diluted profit (loss) per share from continuing operations
|
1.09
|
0.10
|
(0.57
|
)
|
||||||||
|
(1) |
Net of treasury shares.
|
|
A. |
Overview
|
|
• |
Credit risk
|
|
• |
Liquidity risk
|
|
• |
Market risk
|
For the year ended December
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Derivatives presented under current assets
|
||||||||
Currency swap
|
94
|
-
|
||||||
Derivatives presented under non-current assets
|
||||||||
Financial power swap
|
4,967
|
-
|
||||||
Currency swap
|
103
|
-
|
||||||
Forward contracts
|
92
|
-
|
||||||
5,162
|
-
|
|||||||
Derivatives presented under current liabilities
|
||||||||
Currency swap
|
-
|
(192
|
)
|
|||||
Swap contracts
|
(766
|
)
|
(173
|
)
|
||||
(766
|
)
|
(365
|
)
|
|||||
Derivatives presented under non-current liabilities
|
||||||||
Forward contracts
|
(344
|
)
|
(977
|
)
|
||||
Currency swap
|
-
|
(1,925
|
)
|
|||||
Swap contracts
|
(6,919
|
)
|
(459
|
)
|
||||
(7,263
|
)
|
(3,361
|
)
|
December 31, 2019
|
|||||||
|
Currency/
|
Currency/
|
|||||
|
linkage/interest rate
|
Linkage/interest rate
|
|
Fair value - € in
|
|||
|
receivable
|
Payable
|
Date of expiration
|
thousand
|
|||
Euro 17.6 million interest swap transaction for a period of 18 years, semi-annually.
|
Euribor 6 months
|
Fixed 1%
|
December 20, 2037
|
(907)
|
|||
The principal of the interest rate swap transaction is based on a pre-determined sculptured repayment schedule in the maximum amount of Euro 131 million for a period of 12 years, semi-annually.
|
Euribor 6 months
|
Fixed 0.9412%
|
September 30, 2031
|
(6,778)
|
|||
Forward Euro/USD contracts with an aggregate Euro denominated principal of Euro 18 million.
|
weighted average rate of approximately 1.18
|
November 2021
|
(252)
|
||||
NIS 83.2 million currency swap transaction Euro/NIS for a period of 7 years, semi-annually.
|
NIS
|
Euro
|
June 2024
|
197
|
|||
Financial power swap- Electricity price swap fixed for float
|
Electricity price in Spain
|
Fixed price
|
September 30, 2030
|
4,967
|
|
B. |
Risk management framework
|
|
C. |
Credit Risk
|
|
C. |
Credit Risk (cont’d)
|
|
D. |
Liquidity risk
|
|
D. |
Liquidity risk (cont’d)
|
December 31, 2019
|
||||||||||||||||||||||||
Carrying
|
Contractual
|
Less than
|
More than
|
|||||||||||||||||||||
amount
|
cash flows
|
1 year
|
2 years
|
3-5 years
|
5 years
|
|||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||
Non-derivative financial liabilities
|
||||||||||||||||||||||||
Long term loans, including current maturities
|
93,320
|
100,415
|
5,075
|
9,041
|
19,154
|
67,145
|
||||||||||||||||||
Debentures
|
71,584
|
78,235
|
28,718
|
8,615
|
33,899
|
7,003
|
||||||||||||||||||
Lease liabilities
|
15,627
|
25,859
|
462
|
806
|
2,417
|
22,174
|
||||||||||||||||||
Trade payables and other accounts payable
|
2,928
|
2,928
|
2,928
|
-
|
-
|
-
|
||||||||||||||||||
183,459
|
207,437
|
37,183
|
18,462
|
55,470
|
96,322
|
|||||||||||||||||||
Derivative finance liabilities
|
||||||||||||||||||||||||
Forward contracts
|
252
|
252
|
-
|
252
|
-
|
-
|
||||||||||||||||||
Swap contracts
|
7,685
|
7,685
|
766
|
2,682
|
2,172
|
2,065
|
||||||||||||||||||
7,937
|
7,937
|
766
|
2,934
|
2,172
|
2,065
|
December 31, 2018
|
||||||||||||||||||||||||
Carrying
|
Contractual
|
Less than
|
More than
|
|||||||||||||||||||||
amount
|
cash flows
|
1 year
|
2 years
|
3-5 years
|
5 years
|
|||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||
Non-derivative financial liabilities
|
||||||||||||||||||||||||
Long term loans, including current maturities
|
66,092
|
71,826
|
7,350
|
7,805
|
22,501
|
34,170
|
||||||||||||||||||
Debentures
|
51,343
|
58,667
|
11,029
|
10,656
|
31,133
|
5,849
|
||||||||||||||||||
Trade payables and other accounts payable
|
4,819
|
4,819
|
4,819
|
-
|
-
|
-
|
||||||||||||||||||
122,254
|
135,312
|
23,198
|
18,461
|
53,634
|
40,019
|
|||||||||||||||||||
Derivative finance liabilities
|
||||||||||||||||||||||||
Forward contracts
|
977
|
977
|
-
|
-
|
977
|
-
|
||||||||||||||||||
Currency swap
|
2,117
|
2,117
|
192
|
622
|
947
|
356
|
||||||||||||||||||
Swap contracts
|
632
|
632
|
173
|
263
|
155
|
41
|
||||||||||||||||||
3,726
|
3,726
|
365
|
885
|
2,079
|
397
|
|
E. |
Market risk
|
|
(1) |
Foreign currency risk
|
|
E. |
Market risk (cont’d)
|
|
(1) |
Foreign currency risk (cont’d)
|
|
(a) |
The exposure to linkage and foreign currency risk
|
December 31, 2019
|
||||||||||||||||||||
Non-monetary/ Non finance
|
NIS(*)
|
Unlinked
|
EURO
|
Total
|
||||||||||||||||
€ in thousands
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
-
|
23,385
|
1,517
|
19,607
|
44,509
|
|||||||||||||||
Marketable securities
|
-
|
-
|
2,242
|
-
|
2,242
|
|||||||||||||||
Short term deposits
|
-
|
6,446
|
-
|
-
|
6,446
|
|||||||||||||||
Restricted cash
|
-
|
22,162
|
-
|
-
|
22,162
|
|||||||||||||||
Asset from concession project
|
-
|
1,463
|
-
|
-
|
1,463
|
|||||||||||||||
Financial asset short-term
|
-
|
1,418
|
-
|
-
|
1,418
|
|||||||||||||||
Trade and other receivables
|
304
|
1,199
|
396
|
2,983
|
4,882
|
|||||||||||||||
Non-current assets:
|
||||||||||||||||||||
Investments in equity
|
||||||||||||||||||||
accounted investees
|
26,131
|
7,430
|
-
|
-
|
33,561
|
|||||||||||||||
Advances on account of
|
||||||||||||||||||||
investments in process
|
883
|
-
|
-
|
-
|
883
|
|||||||||||||||
Asset from concession project
|
-
|
27,122
|
-
|
-
|
27,122
|
|||||||||||||||
Fixed assets
|
114,389
|
-
|
-
|
-
|
114,389
|
|||||||||||||||
Right of use asset
|
-
|
1,585
|
-
|
13,816
|
15,401
|
|||||||||||||||
Concession intangible asset
|
5,042
|
-
|
-
|
-
|
5,042
|
|||||||||||||||
Restricted cash long-term
|
-
|
5,639
|
-
|
5,317
|
10,956
|
|||||||||||||||
Deferred tax
|
2,285
|
-
|
-
|
-
|
2,285
|
|||||||||||||||
Other assets
|
12,218
|
31
|
-
|
-
|
12,249
|
|||||||||||||||
Derivatives
|
-
|
-
|
-
|
5,162
|
5,162
|
|||||||||||||||
Current liabilities:
|
||||||||||||||||||||
Loans and borrowings
|
-
|
(1,669
|
)
|
-
|
(2,469
|
)
|
(4,138
|
)
|
||||||||||||
Short-term debentures
|
-
|
(26,773
|
)
|
-
|
-
|
(26,773
|
)
|
|||||||||||||
Trade payables
|
-
|
(266
|
)
|
-
|
(1,499
|
)
|
(1,765
|
)
|
||||||||||||
Accrued expenses and
|
||||||||||||||||||||
other payables
|
-
|
(3,519
|
)
|
-
|
(1,491
|
)
|
(5,010
|
)
|
||||||||||||
Non-current liabilities:
|
||||||||||||||||||||
Lease liability
|
-
|
(1,529
|
)
|
-
|
(13,873
|
)
|
(15,402
|
)
|
||||||||||||
Long-term loans
|
-
|
(19,409
|
)
|
-
|
(69,773
|
)
|
(89,182
|
)
|
||||||||||||
Long-term debentures
|
-
|
(44,811
|
)
|
-
|
-
|
(44,811
|
)
|
|||||||||||||
Deferred tax
|
(6,467
|
)
|
-
|
-
|
-
|
(6,467
|
)
|
|||||||||||||
Derivatives
|
-
|
-
|
-
|
(7,263
|
)
|
(7,263
|
)
|
|||||||||||||
Other long-term liabilities
|
-
|
(28
|
)
|
-
|
(1,767
|
)
|
(1,795
|
)
|
||||||||||||
Total exposure in statement
|
||||||||||||||||||||
of financial position in
|
||||||||||||||||||||
respect of financial assets
|
||||||||||||||||||||
and financial liabilities
|
154,785
|
(124
|
)
|
4,155
|
(51,250
|
)
|
107,566
|
|
E. |
Market risk (cont’d)
|
|
(1) |
Foreign currency risk (cont’d)
|
|
(a) |
The exposure to linkage and foreign currency risk (cont’d)
|
December 31, 2018
|
||||||||||||||||||||
Non-monetary/ Non finance
|
NIS(*)
|
Unlinked
|
EURO
|
Total
|
||||||||||||||||
€ in thousands
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
-
|
287
|
937
|
35,658
|
36,882
|
|||||||||||||||
Marketable securities
|
-
|
-
|
2,132
|
-
|
2,132
|
|||||||||||||||
Restricted cash short-term and
|
||||||||||||||||||||
restricted marketable securities
|
-
|
-
|
-
|
1,315
|
**1,315
|
|||||||||||||||
Asset from concession project
|
-
|
1,292
|
-
|
-
|
1,292
|
|||||||||||||||
Financial asset short-term
|
-
|
1,282
|
-
|
-
|
1,282
|
|||||||||||||||
Trade and other receivables
|
1,279
|
780
|
531
|
10,033
|
12,623
|
|||||||||||||||
Non-current assets:
|
||||||||||||||||||||
Investments in equity
|
||||||||||||||||||||
accounted investees
|
21,175
|
6,571
|
-
|
-
|
27,746
|
|||||||||||||||
Advances on account of
|
||||||||||||||||||||
investments in process
|
798
|
-
|
-
|
-
|
798
|
|||||||||||||||
Asset from concession project
|
-
|
25,710
|
-
|
-
|
25,710
|
|||||||||||||||
Fixed assets
|
87,220
|
-
|
-
|
-
|
87,220
|
|||||||||||||||
Concession intangible asset
|
4,882
|
-
|
-
|
-
|
4,882
|
|||||||||||||||
Restricted cash long-term
|
-
|
4,992
|
267
|
141
|
**5,400
|
|||||||||||||||
Deferred tax
|
2,423
|
-
|
-
|
-
|
2,423
|
|||||||||||||||
Other assets
|
1,055
|
-
|
-
|
400
|
1,455
|
|||||||||||||||
Current liabilities:
|
||||||||||||||||||||
Loans and borrowings
|
-
|
(1,622
|
)
|
-
|
(4,242
|
)
|
(5,864
|
)
|
||||||||||||
Short-term debentures
|
-
|
(8,758
|
)
|
-
|
-
|
(8,758
|
)
|
|||||||||||||
Trade payables
|
-
|
(24
|
)
|
-
|
(2,102
|
)
|
(2,126
|
)
|
||||||||||||
Accrued expenses and
|
||||||||||||||||||||
other payables
|
-
|
(1,116
|
)
|
-
|
(1,987
|
)
|
(3,103
|
)
|
||||||||||||
Non-current liabilities:
|
||||||||||||||||||||
Long-term loans
|
-
|
(18,314
|
)
|
-
|
(41,914
|
)
|
(60,228
|
)
|
||||||||||||
Long-term debentures
|
-
|
(42,585
|
)
|
-
|
-
|
(42,585
|
)
|
|||||||||||||
Deferred tax
|
(6,219
|
)
|
-
|
-
|
-
|
(6,219
|
)
|
|||||||||||||
Other long-term liabilities
|
-
|
(19
|
)
|
-
|
(5,301
|
)
|
(5,320
|
)
|
||||||||||||
Total exposure in statement
|
||||||||||||||||||||
of financial position in
|
||||||||||||||||||||
respect of financial assets
|
||||||||||||||||||||
and financial liabilities
|
112,613
|
(31,524
|
)
|
3,867
|
(7,999
|
)
|
76,957
|
|
E. |
Market risk (cont’d)
|
|
(1) |
Foreign currency risk (cont’d)
|
|
(a) |
The exposure to linkage and foreign currency risk (cont’d)
|
For the year ended December 31
|
||||||||||||||||
Rate of
|
Rate of
|
|||||||||||||||
Change
|
Change
|
|||||||||||||||
%
|
Dollar
|
%
|
NIS
|
|||||||||||||
1 Euro in 2019
|
(2
|
)
|
1.122
|
(9.6
|
)
|
3.878
|
||||||||||
1 Euro in 2018
|
(4.4
|
)
|
1.145
|
3.3
|
4.292
|
|
(b) |
Sensitivity analysis
|
December 31, 2019
|
||||||||
Increase
|
Decrease
|
|||||||
Equity
|
Equity
|
|||||||
€ thousands
|
||||||||
Change in the exchange rate of:
|
||||||||
5% in the USD
|
185
|
(185
|
)
|
|||||
5% in NIS
|
412
|
(412
|
)
|
December 31, 2018
|
||||||||
Increase
|
Increase
|
|||||||
Equity
|
Equity
|
|||||||
€ thousands
|
||||||||
Change in the exchange rate of:
|
||||||||
5% in the USD
|
169
|
(169
|
)
|
|||||
5% in NIS
|
(367
|
)
|
367
|
|
E. |
Market risk (cont’d)
|
|
(2) |
Interest rate risk
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Profit or loss
|
Profit or loss
|
|||||||
€ in thousands
|
||||||||
Increase of 1%
|
580
|
1,012
|
||||||
Increase of 3%
|
1,701
|
2,604
|
||||||
Decrease of 1%
|
(542
|
)
|
(581
|
)
|
||||
Decrease of 3%
|
(1,663
|
)
|
(2,172
|
)
|
|
(3) |
Electricity market prices risk
|
|
F. |
Fair value
|
|
(1) |
Fair values versus carrying amounts
|
December 31, 2019
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying
|
Valuation techniques for
|
Inputs used to
|
|||||||||||||||||
amount
|
Level 1
|
Level 2
|
Level 3
|
determining fair value
|
determine fair value
|
||||||||||||||
€ in thousands
|
|||||||||||||||||||
Non-current liabilities:
|
|||||||||||||||||||
Debentures
|
71,584
|
73,211
|
-
|
-
|
|||||||||||||||
Loans from banks and others (including current maturities)
|
93,320
|
-
|
94,677
|
-
|
Discounting future cash flows by the market interest rate on the date of measurement.
|
Discount rate of Euribor+ 2.53%, fix rate for 5 years 2.9%-3.1% and 4.65% Linkage to Consumer price index in Israel
|
|||||||||||||
164,904
|
73,211
|
94,677
|
-
|
December 31, 2018
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying
|
Valuation techniques for
|
Inputs used to
|
|||||||||||||||||
amount
|
Level 1
|
Level 2
|
Level 3
|
determining fair value
|
determine fair value
|
||||||||||||||
€ in thousands
|
|||||||||||||||||||
Non-current liabilities:
|
|||||||||||||||||||
Debentures
|
51,343
|
49,190
|
-
|
-
|
|||||||||||||||
Loans from banks and others (including current maturities)
|
66,092
|
-
|
66,233
|
-
|
Discounting future cash flows by the market interest rate on the date of measurement.
|
Discount rate of Euribor+ 2.53%, Discount rate of Euribor+ 1.85%, fix rate for 5 years 2.9%-3.1% and 4.65% Linkage to Consumer price index in Israel
|
|||||||||||||
117,435
|
49,190
|
66,233
|
-
|
||||||||||||||||
|
F. |
Fair value (cont'd)
|
|
(2) |
Interest rates used for determining fair value
|
December 31
|
2019
|
2018
|
%
|
Non-current liabilities:
|
|||
Loans from banks
|
Euribor+ 2.53%
|
Euribor+ 2.53%
|
|
Loans from banks
|
4.65% Linkage to Consumer price index in Israel
|
4.65% Linkage to Consumer price index in Israel
|
|
Loans from banks
|
-
|
Euribor+ 1.85%
|
|
Loans from banks
|
fix rate for 5 years 2.9% - 3.1%
|
fix rate for 5 years 2.9% - 3.1%
|
|
(3) |
Fair values hierarchy
|
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 (unobservable inputs).
|
|
F. |
Fair value (cont'd)
|
|
(3) |
Fair values hierarchy (Cont'd)
|
December 31, 2019
|
|||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Valuation techniques for
|
|||||||||||||
€ in thousands
|
determining fair value
|
||||||||||||||||
Income receivable in connection with the A.R.Z. electricity pumped storage project (see Note 6B)
|
-
|
-
|
1,418
|
1,418
|
The fair value of the income receivable in connection with the A.R.Z. electricity pumped storage project was calculated according to the cash flows expected to be received in 4.5 years
following the financial closing of the project, discounted at a weighted interest rate of 2.36% reflecting the credit risk of the debtor.
|
||||||||||||
Marketable securities
|
-
|
2,242
|
-
|
2,242
|
Market price
|
||||||||||||
Forward contracts
|
-
|
(252
|
)
|
-
|
(252
|
)
|
Fair value measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market
interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks.
|
||||||||||
Swap contracts
|
-
|
(7,685
|
)
|
-
|
(7,685
|
)
|
Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment
required for the parties’ credit risks.
|
||||||||||
Currency swap
|
-
|
197
|
-
|
197
|
Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment
required for the parties’ credit risks.
|
||||||||||||
Dori Energy loan
|
-
|
-
|
10,595
|
10,595
|
The fair value is measured by discounting the expected future loan repayments and using market interest rates appropriate for similar instruments, including the adjustment required for the
parties’ credit risks. The discounting rate was estimated at approximately 10% and the expected yearly change of Israeli Consumer Price Index, during the expected lifetime of the loan, was estimated at approximately 1%.
|
||||||||||||
Financial power swap
|
-
|
-
|
4,967
|
4,967
|
Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for
the parties’ credit risks.
|
||||||||||||
|
|
F. |
Fair value (cont'd)
|
|
(3) |
Fair values hierarchy (Cont'd)
|
|
F. |
Fair value (cont'd)
|
Financial assets
|
||||
Dori Energy loan
|
||||
€ in thousands
|
||||
Balance as at December 31, 2018
|
9,189
|
|||
Total income recognized in profit or loss
|
413
|
|||
Foreign Currency translation adjustments
|
993
|
|||
Balance as at December 31, 2019
|
10,595
|
Financial assets
|
||||
Financial power swap
|
||||
€ in thousands
|
||||
Balance as at December 31, 2018
|
-
|
|||
Total income is recognized in other comprehensive income
|
4,967
|
|||
Balance as at December 31, 2019
|
4,967
|
|
• |
Photovoltaic power plants (PV Plants) – Operation of installations that convert the energy in sunlight into electrical energy as follows: (i) approximately 22.6MWp aggregate installed capacity of photovoltaic power plants in Italy,
that the Company sold on December 20, 2019, (ii) approximately 7.9MWp aggregate installed capacity of photovoltaic power plants in Spain, (iii) a photovoltaic power plant of approximately 9 MWp installed capacity in Israel and (iv)
Talasol, which is constructing a photovoltaic plant with a peak capacity of 300 MW in the municipality of Talaván, Cáceres, Spain.
|
|
• |
Dorad Energy Ltd. (Dorad) – 9.375% indirect interest in Dorad, which owns and operates a combined cycle power plant based on natural gas, with production capacity of approximately 860 MW, located south of Ashkelon, Israel.
|
|
• |
Anaerobic digestion plants (Biogas) – Groen Gas Goor B.V. and of Groen
Gas Oude-Tonge B.V., project companies operating anaerobic digestion plants with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands and 475 Nm3/h,
in Oude Tonge, the Netherlands, respectively.
|
|
• |
Pumped storage hydro power plant (Manara) – 75% of a project to construct
a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
|
PV
|
Total
|
|||||||||||||||||||||||||||||||||||||||
reportable
|
Total
|
|||||||||||||||||||||||||||||||||||||||
Italy
|
Spain
|
Israel
|
Talasol
|
Biogas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|||||||||||||||||||||||||||||||
For the year ended December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||||||||||||||||||
Revenues
|
10,082
|
2,987
|
4,114
|
-
|
4,786
|
63,416
|
-
|
85,385
|
(66,397
|
)
|
18,988
|
|||||||||||||||||||||||||||||
Operating expenses
|
(1,422
|
)
|
(504
|
)
|
(325
|
)
|
-
|
(4,387
|
)
|
(48,558
|
)
|
-
|
(55,196
|
)
|
48,558
|
(6,638
|
)
|
|||||||||||||||||||||||
Depreciation and amortization expenses
|
(3,668
|
)
|
(903
|
)
|
(2,271
|
)
|
(30
|
)
|
(1,353
|
)
|
(5,031
|
)
|
-
|
(13,256
|
)
|
6,840
|
(6,416
|
)
|
||||||||||||||||||||||
Gross profit (loss)
|
4,992
|
1,580
|
1,518
|
(30
|
)
|
(954
|
)
|
9,827
|
-
|
16,933
|
(10,999
|
)
|
5,934
|
|||||||||||||||||||||||||||
Project development costs
|
(4,213
|
)
|
||||||||||||||||||||||||||||||||||||||
General and
|
||||||||||||||||||||||||||||||||||||||||
administrative expenses
|
(3,827
|
)
|
||||||||||||||||||||||||||||||||||||||
Share of profits (loss) of
|
||||||||||||||||||||||||||||||||||||||||
equity accounted investee
|
3,086
|
|||||||||||||||||||||||||||||||||||||||
Other income, net
|
(2,100
|
)
|
||||||||||||||||||||||||||||||||||||||
Capital gain (loss)
|
18,770
|
|||||||||||||||||||||||||||||||||||||||
Operating profit
|
17,650
|
|||||||||||||||||||||||||||||||||||||||
Financing income
|
1,827
|
|||||||||||||||||||||||||||||||||||||||
Financing income
|
||||||||||||||||||||||||||||||||||||||||
(expenses) in connection
|
||||||||||||||||||||||||||||||||||||||||
with derivatives, net
|
897
|
|||||||||||||||||||||||||||||||||||||||
Financing expenses, net
|
(10,877
|
)
|
||||||||||||||||||||||||||||||||||||||
Profit before taxes on
|
||||||||||||||||||||||||||||||||||||||||
Income
|
9,497
|
|||||||||||||||||||||||||||||||||||||||
Segment assets as at
|
||||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
-
|
16,324
|
38,942
|
118,848
|
18,463
|
116,561
|
2,473
|
311,611
|
(1,439
|
)
|
310,172
|
PV
|
Total
|
|||||||||||||||||||||||||||||||||||||||
reportable
|
Total
|
|||||||||||||||||||||||||||||||||||||||
Italy
|
Spain
|
Israel
|
Talasol
|
Biogas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|||||||||||||||||||||||||||||||
For the year ended December 31, 2018
|
||||||||||||||||||||||||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||||||||||||||||||
Revenues
|
9,560
|
3,033
|
4,011
|
-
|
4,483
|
58,063
|
-
|
79,150
|
(61,033
|
)
|
18,117
|
|||||||||||||||||||||||||||||
Operating expenses
|
(1,579
|
)
|
(574
|
)
|
(507
|
)
|
-
|
(3,682
|
)
|
(44,600
|
)
|
-
|
(50,942
|
)
|
44,600
|
(6,342
|
)
|
|||||||||||||||||||||||
Depreciation and amortization expenses
|
(3,569
|
)
|
(828
|
)
|
(2,042
|
)
|
-
|
(1,081
|
)
|
(4,811
|
)
|
-
|
(12,331
|
)
|
6,515
|
(5,816
|
)
|
|||||||||||||||||||||||
Gross profit (loss)
|
4,412
|
1,631
|
1,462
|
-
|
(280
|
)
|
8,652
|
-
|
15,877
|
(9,918
|
)
|
5,959
|
||||||||||||||||||||||||||||
Project development costs
|
(2,878
|
)
|
||||||||||||||||||||||||||||||||||||||
General and
|
||||||||||||||||||||||||||||||||||||||||
administrative expenses
|
(3,600
|
)
|
||||||||||||||||||||||||||||||||||||||
Share of profits (loss) of
|
||||||||||||||||||||||||||||||||||||||||
equity accounted investee
|
2,545
|
|||||||||||||||||||||||||||||||||||||||
Other income, net
|
884
|
|||||||||||||||||||||||||||||||||||||||
Operating profit
|
2,910
|
|||||||||||||||||||||||||||||||||||||||
Financing income
|
2,936
|
|||||||||||||||||||||||||||||||||||||||
Financing income
|
||||||||||||||||||||||||||||||||||||||||
(expenses) in connection
|
||||||||||||||||||||||||||||||||||||||||
with derivatives, net
|
494
|
|||||||||||||||||||||||||||||||||||||||
Financing expenses, net
|
(5,521
|
)
|
||||||||||||||||||||||||||||||||||||||
Profit before taxes on
|
||||||||||||||||||||||||||||||||||||||||
Income
|
819
|
|||||||||||||||||||||||||||||||||||||||
Segment assets as at
December 31, 2018
|
54,539
|
16,799
|
34,258
|
15,169
|
18,879
|
105,246
|
2,318
|
247,208
|
(36,048
|
)
|
211,160
|
PV
|
Total
|
|||||||||||||||||||||||||||||||||||
reportable
|
Total
|
|||||||||||||||||||||||||||||||||||
Italy
|
Spain
|
Israel
|
Dorad
|
Biogas
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
||||||||||||||||||||||||||||
For the year ended December 31, 2017
|
||||||||||||||||||||||||||||||||||||
€ in thousands
|
||||||||||||||||||||||||||||||||||||
Revenues
|
10,143
|
3,007
|
1,378
|
58,234
|
303
|
-
|
73,065
|
(59,429
|
)
|
13,636
|
||||||||||||||||||||||||||
Operating expenses
|
(1,660
|
)
|
(677
|
)
|
(117
|
)
|
(45,027
|
)
|
(95
|
)
|
-
|
(47,576
|
)
|
45,027
|
(2,549
|
)
|
||||||||||||||||||||
Depreciation and amortization expenses
|
(3,567
|
)
|
(828
|
)
|
(447
|
)
|
(4,817
|
)
|
(111
|
)
|
-
|
(9,770
|
)
|
5,252
|
(4,518
|
)
|
||||||||||||||||||||
Gross profit
|
4,916
|
1,502
|
814
|
8,390
|
97
|
-
|
15,719
|
(9,150
|
)
|
6,569
|
||||||||||||||||||||||||||
Project development costs
|
(2,739
|
)
|
||||||||||||||||||||||||||||||||||
General and
|
||||||||||||||||||||||||||||||||||||
administrative expenses
|
(2,420
|
)
|
||||||||||||||||||||||||||||||||||
Share of pro loss of equity
|
||||||||||||||||||||||||||||||||||||
accounted investee
|
1,531
|
|||||||||||||||||||||||||||||||||||
Other income, net
|
18
|
|||||||||||||||||||||||||||||||||||
Operating Profit
|
2,959
|
|||||||||||||||||||||||||||||||||||
Financing income
|
1,333
|
|||||||||||||||||||||||||||||||||||
Financing income
|
||||||||||||||||||||||||||||||||||||
(expenses) in connection
|
||||||||||||||||||||||||||||||||||||
with derivatives, net
|
(3,156
|
)
|
||||||||||||||||||||||||||||||||||
Financing expenses, net
|
(7,405
|
)
|
||||||||||||||||||||||||||||||||||
Loss before taxes
|
||||||||||||||||||||||||||||||||||||
on Income
|
(6,269
|
)
|
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Segment assets as at December 31, 2017
|
59,441
|
16,779
|
37,903
|
114,282
|
16,882
|
2,386
|
247,673
|
(49,586
|
)
|
198,087
|
For the year ended December 31
|
||||||||
2019
|
2018
|
|||||||
€ in thousands
|
||||||||
Israel
|
19
|
17
|
||||||
The Netherlands
|
17,043
|
17,464
|
||||||
Italy
|
-
|
44,986
|
||||||
Spain
|
109,545
|
24,753
|
||||||
Total fixed assets, net
|
126,607
|
87,220
|
|
a. |
In February 2020, the Company issued 715,000 ordinary shares and warrants to purchase an additional 178,750 ordinary shares to several Israeli institutional investors in a private placement undertaken in accordance with Regulation S
of the Securities Act of 1933, as amended. The price per share was set at NIS 70 (approximately €18.9). The warrants are exercisable for a period of one year, with an exercise price of NIS 80 (approximately €21.6) per ordinary share.
The gross proceeds to the Company in connection with the private placement were NIS 50.05 million (approximately €13.5 million).
|
|
b. |
In December 2019, COVID-19 was identified in Wuhan, China. This virus continues to spread globally and as of the end of March 2020, has spread to over 180 countries, including Spain and
Italy, which as of the end of March 2020 have the highest numbers of deaths, and Israel. The spread of COVID-19 has resulted in the World Health Organization declaring the outbreak of COVID-19 as a “pandemic.” Many countries
around the world, including Spain, Israel and Italy, have imposed quarantines and restrictions on travel and mass gatherings and curtailed and limited non-essential works in an attempt to slow the spread of the virus.
Although the Company’s operations have not thus far been materially adversely affected by the restrictions imposed by local governments
and authorities in the countries in which the Company operate, in the event the restrictions continue our operations, including our projects under construction and development, may be adversely affected. The spread of COVID-19 and
its implications may also affect our operations through changes in the prices of oil, resulting in a decrease in the electricity prices, reduction in demand for electricity, delays in construction of projects due to curtailment of
work, limited availability of components required in order to operate or construct new projects, regulatory changes by countries affected by the virus, including changes in subsidies, collection delays, delays in obtaining
permits, limited availability or changes in terms of financing for future projects, limited availability of corporate financing and lower returns on potential future investments. As a result, our business and operating results
could be negatively affected. The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. For example, at the end of March 2020, the Spanish government issued orders stopping all construction works and other non-essential
activities for two weeks, until Easter. The Company is closely monitoring the situation and evaluating the potential implications on its business operations.
|
|
c. |
On March 30, 2020, the Company’s Board of Directors approved a plan to repurchase the Company’s Debentures in an aggregate amount of up to NIS 15 million (approximately €3.9 million) for a six month period. The timing, volume
and nature of repurchases will be at the sole discretion of management and will depend on market conditions, the price and availability of our Debentures, and other factors.
|
|
|
|
Auditors' Report
|
FD-2
|
FD-3
|
|
FD-4
|
|
FD-5
|
|
FD-6
|
|
FD-7 – FD-51
|
December 31
|
December 31
|
|||||||||||
2019
|
2018
|
|||||||||||
Note
|
NIS thousands
|
NIS thousands
|
||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
4
|
266,021
|
117,220
|
|||||||||
Trade and Income receivable
|
5
|
292,759
|
297,997
|
|||||||||
Other receivables
|
6
|
22,685
|
56,417
|
|||||||||
Financial derivatives
|
-
|
387
|
||||||||||
Total current assets
|
581,465
|
472,021
|
||||||||||
Non-current assets
|
||||||||||||
Restricted deposit
|
13A1B
|
|
438,032
|
431,096
|
||||||||
Prepaid expenses
|
13A2, 13A4
|
37,225
|
41,704
|
|||||||||
Fixed assets
|
7
|
3,698,716
|
3,869,800
|
|||||||||
Intangible assets
|
2,247
|
3,265
|
||||||||||
Right of use assets
|
18
|
64,161
|
-
|
|||||||||
Total non-current assets
|
4,240,381
|
4,345,865
|
||||||||||
Total assets
|
4,821,846
|
4,817,886
|
||||||||||
Current liabilities
|
||||||||||||
Current maturities of loans from banks
|
8
|
231,380
|
*224,444
|
|||||||||
Current maturity of loans from related parties
|
11
|
-
|
17,805
|
|||||||||
Current maturities of lease liabilities
|
18
|
4,551
|
-
|
|||||||||
Trade payables
|
9
|
288,127
|
340,829
|
|||||||||
Other payables
|
10
|
10,509
|
5,966
|
|||||||||
Total current liabilities
|
534,567
|
589,044
|
||||||||||
Non-current liabilities
|
||||||||||||
Loans from banks
|
8
|
2,803,975
|
*3,009,392
|
|||||||||
Long-term lease liabilities
|
18
|
54,052
|
-
|
|||||||||
Provision for dismantling and restoration
|
36,102
|
35,497
|
||||||||||
Deferred tax liabilities, net
|
12
|
170,676
|
122,803
|
|||||||||
Liabilities for employee benefits, net
|
160
|
160
|
||||||||||
Total non-current liabilities
|
3,064,965
|
3,167,852
|
||||||||||
Equity
|
14
|
|||||||||||
Share capital
|
11
|
11
|
||||||||||
Share premium
|
642,199
|
642,199
|
||||||||||
Capital reserve for activities with controlling shareholders
|
3,748
|
3,748
|
||||||||||
Retained earnings
|
576,356
|
415,032
|
||||||||||
Total equity
|
1,222,314
|
1,060,990
|
||||||||||
Total liabilities and equity
|
4,821,846
|
4,817,886
|
/s/ Shouky Oren
|
/s/ Eli Asulin
|
/s/ David Bitton
|
||
Shouky Oren
|
Eli Asulin
|
David Bitton
|
||
Chairman of the
|
Chief Executive Officer
|
Chief Financial Officer
|
||
Board of Directors
|
Year ended December 31,
|
||||||||||||||||
2019
|
2018
|
2017
|
||||||||||||||
Note
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
|||||||||||||
Revenues
|
2,700,766
|
2,628,607
|
2,523,263
|
|||||||||||||
Operating costs of the power plant
|
||||||||||||||||
Energy costs
|
708,662
|
687,431
|
616,221
|
|||||||||||||
Electricity purchase and infrastructure services
|
1,208,223
|
1,194,948
|
1,212,431
|
|||||||||||||
Depreciation and amortization
|
214,248
|
217,795
|
208,705
|
|||||||||||||
Other operating costs
|
151,116
|
136,705
|
122,345
|
|||||||||||||
Total cost of power plant
|
2,282,249
|
2,236,879
|
2,159,702
|
|||||||||||||
Profit from operating the power plant
|
418,517
|
391,728
|
363,561
|
|||||||||||||
General and administrative expenses
|
15
|
20,676
|
20,740
|
18,712
|
||||||||||||
Operating profit
|
397,841
|
370,988
|
344,849
|
|||||||||||||
Financing income
|
4,237
|
24,650
|
3,195
|
|||||||||||||
Financing expenses
|
192,881
|
227,988
|
245,122
|
|||||||||||||
Financing expenses, net
|
16
|
188,644
|
203,338
|
241,927
|
||||||||||||
Profit before taxes on income
|
209,197
|
167,650
|
102,922
|
|||||||||||||
Taxes on income
|
12
|
47,873
|
33,505
|
23,681
|
||||||||||||
Profit for the year
|
161,324
|
134,145
|
79,241
|
Capital
|
||||||||||||||||||||
reserve for
|
||||||||||||||||||||
activities with
|
||||||||||||||||||||
Share
|
controlling
|
Retained
|
||||||||||||||||||
Share capital
|
premium
|
shareholders
|
earnings
|
Total equity
|
||||||||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||||||||
For the year ended December 31, 2019
|
||||||||||||||||||||
Balance as at January 1, 2019
|
11
|
642,199
|
3,748
|
415,032
|
1,060,990
|
|||||||||||||||
Profit for the year
|
-
|
-
|
-
|
161,324
|
161,324
|
|||||||||||||||
Balance as at December 31, 2019
|
11
|
642,199
|
3,748
|
576,356
|
1,222,314
|
|||||||||||||||
For the year ended December 31, 2018
|
||||||||||||||||||||
Balance as at January 1, 2018
|
11
|
642,199
|
3,748
|
280,887
|
926,845
|
|||||||||||||||
Profit for the year
|
-
|
-
|
-
|
134,145
|
134,145
|
|||||||||||||||
Balance as at December 31, 2018
|
11
|
642,199
|
3,748
|
415,032
|
1,060,990
|
|||||||||||||||
For the year ended December 31, 2017
|
||||||||||||||||||||
Balance as at January 1, 2017
|
11
|
642,199
|
3,748
|
201,646
|
847,604
|
|||||||||||||||
Profit for the year
|
-
|
-
|
-
|
79,241
|
79,241
|
|||||||||||||||
Balance as at December 31, 2017
|
11
|
642,199
|
3,748
|
280,887
|
926,845
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Profit for the year
|
161,324
|
134,145
|
79,241
|
|||||||||
Adjustments:
|
||||||||||||
Depreciation, amortization and fuel consumption
|
239,323
|
223,028
|
286,542
|
|||||||||
Taxes on income
|
47,873
|
33,505
|
23,681
|
|||||||||
Financing expenses, net
|
188,644
|
203,338
|
241,927
|
|||||||||
475,840
|
459,871
|
552,150
|
||||||||||
Change in trade receivables
|
5,238
|
32,536
|
(35,465
|
)
|
||||||||
Change in other receivables
|
25,394
|
6,119
|
(84,857
|
)
|
||||||||
Change in trade payables
|
(57,719
|
)
|
(81,273
|
)
|
123,045
|
|||||||
Change in other payables
|
4,543
|
304
|
(2,669
|
)
|
||||||||
(22,544
|
)
|
(42,314
|
)
|
54
|
||||||||
Net cash provided by operating activities
|
614,620
|
551,702
|
631,445
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Proceeds from (payment for) settlement of financial derivatives
|
(4,551
|
)
|
9,957
|
(10,596
|
)
|
|||||||
Insurance proceeds in respect of damage to fixed asset
|
8,336
|
20,619
|
38,742
|
|||||||||
Investment in long-term restricted deposits
|
(14,000
|
)
|
(12,158
|
)
|
(34,000
|
)
|
||||||
Release of long-term restricted deposit
|
-
|
-
|
25,790
|
|||||||||
Investment in fixed assets
|
(60,476
|
)
|
(79,855
|
)
|
(121,361
|
)
|
||||||
Investment in intangible assets
|
(939
|
)
|
(222
|
)
|
(413
|
)
|
||||||
Interest received
|
4,213
|
3,497
|
1,268
|
|||||||||
Net cash used in investing activities
|
(67,417
|
)
|
(58,162
|
)
|
(100,570
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Repayment of lease liability principal
|
(8,513
|
)
|
-
|
-
|
||||||||
Repayment of loans from related parties
|
(17,704
|
)
|
(160,326
|
)
|
(39,628
|
)
|
||||||
Repayment of loans from banks
|
(189,893
|
)
|
(181,970
|
)
|
(161,668
|
)
|
||||||
Interest paid
|
(182,435
|
)
|
(220,765
|
)
|
(227,530
|
)
|
||||||
Net cash used in financing activities
|
(398,545
|
)
|
(563,061
|
)
|
(428,826
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
148,658
|
(69,521
|
)
|
102,049
|
||||||||
Effect of exchange rate fluctuations on cash and
|
||||||||||||
cash equivalents
|
143
|
2,559
|
1,166
|
|||||||||
Cash and cash equivalents at beginning of year
|
117,220
|
184,182
|
80,967
|
|||||||||
Cash and cash equivalents at end of year
|
266,021
|
117,220
|
184,182
|
|
• |
Related party as defined in International Accounting Standard (2009) 24 regarding related parties.
|
|
• |
Interested parties within their meaning in Paragraph (1) of the definition of an “interested party” in Section 1 of the Securities Law - 1968.
|
|
• |
All references to laws, regulations, court proceedings refer to the State of Israel, unless otherwise indicated.
|
|
C. |
Licenses and legal environment
|
|
1. |
The construction of the power plant was officially designated a “National Infrastructure” Project, as defined in paragraph 1 of the Planning and Building Law-1965 by the Prime Minister, Minister of Finance and Minister of the
Interior. In July 2009, the Licensing Authority of the National Planning and Construction Board for National Infrastructures approved the building permit for the establishment of a power station. (Building License No. 2-01-2008).
|
|
2. |
On January 8, 2018 the PUA published a decision regarding “Electricity Rates for Customers of IEC in 2018” which in accordance the average production component will increase by about 6% from January 15, 2018 and will remain in
effect to the end of 2018. On December 24, 2018 the PUA published a decision regarding “Electricity Rates for Customers of IEC in 2019” which in accordance the average production component
will increase by about 3.3% from January 1, 2019 and will remain in effect to the end of 2019. On December 23, 2019, the PUA published a decision regarding "Annual Electricity Rate Update 2020", which, among other things, averaged a
7.9% decrease in the production component as of January 1, 2020, and will remain in effect to the end of 2020.
|
|
• |
Derivative financial instruments at fair value through profit or loss.
|
|
• |
Deferred tax liabilities
|
|
• |
Provisions
|
|
D. |
Use of estimates and judgments
|
|
1. |
Non-derivative financial assets (cont’d)
|
|
3. |
Derivative financial instruments
|
|
C. |
Fixed assets
|
|
1. |
Recognition and measurement
|
|
3. |
Depreciation
|
|
C. |
Fixed assets (cont’d)
|
|
3. |
Depreciation (cont’d)
|
Depreciation
|
||
rate
|
||
(percentage)
|
||
Buildings and permanent connections
|
4
|
|
Turbine components
|
4 or by operating hours
|
|
Machinery, equipment and apparatus
|
mainly 4
|
|
Monitoring station
|
10
|
|
Spare parts
|
4
|
|
Backup diesel
|
upon usage
|
|
Leasehold improvements
|
10
|
|
1. |
Recognition and measurement
|
|
1) |
Non derivative financial assets
|
|
2) |
Non-financial assets
|
|
I. |
Revenues
|
|
(a) |
The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them.
|
|
(b) |
The company can identify the rights of each party in relation to the goods or services that will be transferred.
|
|
(d)
|
The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract).
|
|
(e) |
It is probable that the consideration, to which the company is entitled to in exchange for the goods or services transferred to the customer, will be collected.
|
|
I. |
Revenues (cont’d)
|
|
(b) |
A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer.
|
|
(1) |
Determining whether an arrangement contains a lease
|
|
(2) |
Leased assets and lease liabilities
|
|
(3) |
The lease terms
|
|
(4) |
Variable lease payments
|
|
(5) |
Depreciation of right-of-use asset
|
|
(6) |
Reassessment of lease liability
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
NIS thousands
|
|||||||
Balance in banks
|
5
|
6
|
||||||
Deposits on demand
|
266,016
|
117,214
|
||||||
266,021
|
117,220
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
NIS thousands
|
|||||||
Trade receivables
|
360
|
39,677
|
||||||
Income receivable
|
292,602
|
258,320
|
||||||
292,962
|
297,997
|
|||||||
Provision for doubtful debt
|
(203
|
)
|
-
|
|||||
292,759
|
297,997
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
NIS thousands
|
|||||||
Government institutions
|
311
|
4,838
|
||||||
Receivables for insurance
|
3,555
|
13,819
|
||||||
Receivables for warranty
|
-
|
17,089
|
||||||
Advances to suppliers
|
272
|
298
|
||||||
Prepaid expenses
|
18,547
|
20,373
|
||||||
22,685
|
56,417
|
Furniture
|
Leasehold
|
|||||||||||||||
Power plant
|
and equipment
|
improvements
|
Total
|
|||||||||||||
NIS thousands
|
||||||||||||||||
Cost
|
||||||||||||||||
Balance as at January 1, 2018
|
4,799,566
|
2,538
|
736
|
4,802,840
|
||||||||||||
Additions
|
78,479
|
184
|
8
|
78,671
|
||||||||||||
Disposals
|
-
|
-
|
-
|
-
|
||||||||||||
Balance as at December 31, 2018
|
4,878,045
|
2,722
|
744
|
4,881,511
|
||||||||||||
Additions
|
60,016
|
397
|
63
|
60,476
|
||||||||||||
Disposals
|
||||||||||||||||
Balance as at December 31, 2019
|
4,938,061
|
3,119
|
807
|
4,941,987
|
||||||||||||
Depreciation
|
||||||||||||||||
Balance as at January 1, 2018
|
791,518
|
2,049
|
265
|
793,832
|
||||||||||||
Additions
|
217,683
|
122
|
74
|
217,879
|
||||||||||||
Disposals
|
-
|
-
|
-
|
-
|
||||||||||||
Balance as at December 31, 2018
|
1,009,201
|
2,171
|
339
|
1,011,711
|
||||||||||||
Additions
|
231,349
|
132
|
79
|
231,560
|
||||||||||||
Disposals
|
||||||||||||||||
Balance as at December 31, 2019
|
1,240,550
|
2,303
|
418
|
1,243,271
|
||||||||||||
Carrying amounts
|
||||||||||||||||
As at January 1, 2018
|
4,008,048
|
489
|
471
|
4,009,008
|
||||||||||||
As at December 31, 2018
|
3,868,844
|
551
|
405
|
3,869,800
|
||||||||||||
As at December 31, 2019
|
3,697,511
|
816
|
389
|
3,698,716
|
Currency and
linkage base
|
Carrying amount as at December 31
|
|||||||||||||
|
31.12.2019
|
|||||||||||||
|
Effective interest
|
2019
|
2018
|
|||||||||||
%
|
NIS thousands
|
NIS thousands
|
||||||||||||
Loans from banks
|
|
CPI-linked
|
5.1
|
%
|
3,035,355
|
3,233,836
|
||||||||
Less current maturities (including
|
|
NIS
|
||||||||||||
interest as at December 31)
|
231,380
|
**224,444
|
|
|||||||||||
2,803,975
|
**3,009,392
|
|
|
1. |
On February 14, 2018, the rating company announced that it would raise the rating to the Company senior debt. As a result of the increase in the rating and in accordance with the financing agreements with the financing entities,
The Annual interest rate on the balance of the loan decreased by 0.4% as of July 13, 2018.
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
NIS thousands
|
|||||||
Open debts
|
24,744
|
144,819
|
||||||
Accrued expenses
|
263,383
|
196,009
|
||||||
288,127
|
340,829
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
NIS thousands
|
|||||||
Accrued expenses (*)
|
2,801
|
5,100
|
||||||
Other payables
|
1,031
|
866
|
||||||
Institutions
|
6,677
|
-
|
||||||
10,509
|
5,966
|
|||||||
|
1,151
|
733
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
NIS thousands
|
|||||||
Shareholders
|
||||||||
Eilat-Ashkelon Infrastructure Services Ltd.
|
-
|
7,568
|
||||||
Zorlu Enerji Elektrik Uretim A.S.
|
-
|
1,523
|
||||||
U. Dori Energy Infrastructure Ltd.
|
-
|
3,565
|
||||||
Edelcom Ltd.
|
-
|
5,149
|
||||||
|
-
|
17,805
|
||||||
Less current maturities
|
-
|
17,805
|
||||||
-
|
-
|
|
(1) |
Presented hereunder are the tax rates relevant to the Company in the years 2017-2019:
|
|
A. |
Details regarding the tax environment of the Company (cont’d)
|
|
(2) |
On January 12, 2012 Amendment 188 to the Income Tax Ordinance (New Version) – 1961 (hereinafter – “the Ordinance”) was published in the Official Gazette. The amendment amended Section 87A to the Ordinance, and provides a
temporary order whereby Accounting Standard No. 29 “Adoption of International Financial Reporting Standards (IFRS)” that was issued by the Israel Accounting Standards Board shall not apply when determining the taxable income for the
tax years 2010-2011 even if this standard was applied when preparing the financial statements (hereinafter – “the Temporary Order”). On July 31, 2014 Amendment 202 to the Ordinance was issued, by which the Temporary Order was
extended to the 2012 and 2013 tax years.
|
|
(3) |
The Company is an “Industrial Company” as defined in the Encouragement of Industry (Taxes) 1969 and accordingly is entitled to certain benefits including accelerated depreciation.
|
Year ended
|
Year ended
|
Year ended
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2019
|
2018
|
2017
|
||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
Deferred tax expense
|
47,873
|
33,505
|
23,681
|
|
C. |
Deferred tax liabilities and assets recognized
|
Provisions
|
||||||||||||||||
and other
|
||||||||||||||||
timing
|
Tax losses
|
|||||||||||||||
Fixed assets
|
differences
|
carried forward
|
Total
|
|||||||||||||
NIS thousands
|
||||||||||||||||
Balance of deferred tax
|
||||||||||||||||
asset (liability) as at
|
||||||||||||||||
January 1, 2018
|
(482,701
|
)
|
9,382
|
384,021
|
(89,298
|
)
|
||||||||||
Changes recognized in the
|
||||||||||||||||
profit and loss statements
|
(129,825
|
)
|
(838
|
)
|
97,158
|
(33,505
|
)
|
|||||||||
Balance of deferred tax
|
||||||||||||||||
asset (liability) as at
|
||||||||||||||||
December 31, 2018
|
(612,526
|
)
|
8,544
|
481,179
|
(122,803
|
)
|
||||||||||
Changes recognized in the
|
||||||||||||||||
profit and loss statements
|
(35,797
|
)
|
166
|
(12,242
|
)
|
(47,873
|
)
|
|||||||||
Balance of deferred tax
|
||||||||||||||||
asset (liability) as at
|
||||||||||||||||
December 31, 2019
|
(648,323
|
)
|
8,710
|
468,937
|
(170,676
|
)
|
Year ended
|
Year ended
|
Year ended
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2019
|
2018
|
2017
|
||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
Profit before taxes on income
|
209,197
|
167,650
|
102,922
|
|||||||||
Statutory tax rate of the company
|
23
|
%
|
23
|
%
|
24
|
%
|
||||||
Tax calculated according to the Company’s
|
||||||||||||
statutory tax rate
|
48,115
|
38,559
|
24,701
|
|||||||||
creation of deferred taxes in respect of losses from previous years for which no deferred taxes were recorded in the past
|
(286
|
)
|
(5,092
|
)
|
-
|
|||||||
Impact of decrease in tax rate
|
-
|
-
|
(1,030
|
)
|
||||||||
Non-deductible expenses and others
|
44
|
38
|
10
|
|||||||||
Income tax expense
|
47,873
|
33,505
|
23,681
|
|
E. |
Tax losses carried forward
|
|
F. |
Tax assessments
|
|
A. |
Commitments
|
|
1. |
The Company is required to maintain a debt coverage ratio of 1.1:1 over two consecutive calculation periods, and a debt coverage ratio of 1.05:1 over the entire calculation period.
|
|
2. |
The Company is required to maintain a minimal loan life coverage ratio of 1.1:1.
|
|
a. |
Capital Injection Agreement and a Subordinated Loan Agreement
|
|
1. |
Financing agreements (cont’d)
|
|
a. |
Capital Injection Agreement and a Subordinated Loan Agreement (cont’d)
|
|
b. |
Bank accounts agreement
|
|
4. |
Gas Pipeline Agreement
|
|
A. |
Commitments (cont’d)
|
|
6. |
Agreement to purchase natural gas
|
|
a) |
Petition to Approve a Derivative Claim filed by Dori Energy and Hemi Raphael
|
|
A. |
Commitments (cont’d)
|
|
a) |
Petition to Approve a Derivative Claim filed by Dori Energy and Hemi Raphael (cont’d)
|
|
b) |
A letter from Zorlu
|
|
c) |
Petition to Approve a Derivative Claim filed by Edelcom
|
|
A. |
Commitments (cont’d)
|
|
d) |
Statement of Claim filed by Edelcom
|
|
A. |
Commitments (cont’d)
|
|
e) |
On April 8, 2019, Zorlu filed a motion against the Company and directors in the Company. The motion revolves around the issue of convening a shareholder meeting whose agenda is the planning and construction of the “Dorad 2”
project. Zorlu claim that the court must issue an order instructing the Company to convene a special meeting of its shareholders, the agenda of which will be the planning and construction of the “Dorad 2” project. On April 16, 2019,
Edelcom made an application to be joined as an additional respondent in the motion. On August 13, 2019, the Company responded to the motion. On December 8, 2019, an evidentiary hearing was held as part of the testimony of Zorlu and
Edelcom representative. On January 12, 2020, the court ruled that Zorlu and Edelcom must submit written summaries within 45 days and that respondents must submit summaries 45 days thereafter.
|
|
A. |
Commitments (cont’d)
|
|
A. |
Commitments (cont’d)
|
|
1. |
Fixed lien – A fixed lien and first priority mortgage and an assignment by way of lien on all the assets and rights with respect to the power plant in Ashkelon (“the Project”) and all as detailed in the mortgage deed and
its appendices.
|
|
2. |
Floating lien - An unlimited first priority floating lien on all of the rights and assets of the borrower, any object and/or equipment and any other tangible or intangible asset of any type as specified in the Financing
Agreements.
|
|
3. |
Lien on account of guarantees to third parties – a fixed lien, mortgage and assignment by way of a first priority lien, and a second priority lien on all assets and rights with respect to the account of guarantees
including the funds, the securities, the documents and the notes of others of any type that will be deposited in the account from time to time, as detailed in the mortgage deed and all of its appendices.
|
|
4. |
Lien on the land of the project – A fixed lien and first priority mortgage and an assignment by way of lien on all of the rights, existing and future, of the pledger with no exceptions, per the development agreement that
was signed between the pledger and the ILA with respect to the land.
|
Number of shares
December 31
|
||||||||||||
|
Issued and
|
Issued and
|
||||||||||
Authorized
|
paid-in
|
paid-in
|
||||||||||
2019
|
2018
|
|||||||||||
Ordinary shares of NIS 1 par value
|
500,000
|
10,640
|
10,640
|
For the year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
NIS thousands
|
||||||||||||
Wages and related expenses
|
10,835
|
11,141
|
9,562
|
|||||||||
Rental and office maintenance
|
2,748
|
2,971
|
2,805
|
|||||||||
Profession services
|
6,145
|
6,268
|
5,800
|
|||||||||
Depreciation
|
793
|
196
|
420
|
|||||||||
Other
|
155
|
164
|
125
|
|||||||||
20,676
|
20,740
|
18,712
|
Year ended December 31
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
NIS thousands
|
||||||||||||
Financing income
|
||||||||||||
Revaluation of derivatives
|
-
|
11,536
|
-
|
|||||||||
Net foreign exchange gain
|
-
|
9,753
|
-
|
|||||||||
Other
|
4,237
|
3,361
|
3,195
|
|||||||||
4,237
|
24,650
|
3,195
|
||||||||||
Financing expenses
|
||||||||||||
Revaluation of derivatives
|
4,939
|
-
|
11,788
|
|||||||||
Interest expense and linkage on bank loans
|
171,962
|
212,367
|
200,883
|
|||||||||
Interest expense and linkage on loans from related parties
|
838
|
12,577
|
18,676
|
|||||||||
Net foreign exchange loss
|
11,935
|
-
|
12,452
|
|||||||||
Bank commissions
|
972
|
2,581
|
785
|
|||||||||
Lease financing expenses
|
1,631
|
-
|
-
|
|||||||||
Other financing expenses
|
604
|
463
|
538
|
|||||||||
192,881
|
227,988
|
245,122
|
||||||||||
Net financing expenses
|
188,644
|
203,338
|
241,927
|
|
A. |
Overview
|
|
— |
Credit risk
|
|
— |
Liquidity risk
|
|
— |
Market risk
|
December 31
|
||||||||
2019
|
2018
|
|||||||
NIS thousands
|
||||||||
Derivatives presented under current liability
|
||||||||
Forward exchange contracts used for economic hedge
|
-
|
387
|
|
B. |
Risk management framework
|
|
C. |
Credit Risk
|
|
C. |
Credit Risk (cont’d)
|
|
D. |
Liquidity risk
|
|
D. |
Liquidity risk (cont’d)
|
December 31, 2019
|
||||||||||||||||||||||||||||
Carrying
|
Contractual
|
6 months
|
More than
|
|||||||||||||||||||||||||
amount
|
cash flows
|
or less
|
6-12 months
|
1-2 years
|
2-5 years
|
5 years
|
||||||||||||||||||||||
NIS thousands
|
||||||||||||||||||||||||||||
Non-derivative financial liabilities
|
||||||||||||||||||||||||||||
Trade payables
|
288,127
|
288,127
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Other payables
|
9,478
|
9,478
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Loans from banks
|
3,035,355
|
3,874,688
|
184,207
|
170,813
|
356,987
|
1,089,365
|
2,073,316
|
|||||||||||||||||||||
3,332,960
|
4,172,293
|
184,207
|
170,813
|
356,987
|
1,089,365
|
2,073,316
|
|
D. |
Liquidity risk (cont’d)
|
December 31, 2018
|
||||||||||||||||||||||||||||
Carrying
|
Contractual
|
6 months
|
More than
|
|||||||||||||||||||||||||
amount
|
cash flows
|
or less
|
6-12 months
|
1-2 years
|
2-5 years
|
5 years
|
||||||||||||||||||||||
NIS thousands
|
||||||||||||||||||||||||||||
Non-derivative financial liabilities
|
||||||||||||||||||||||||||||
Trade payables
|
340,829
|
340,829
|
340,829
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Other payables
|
5,104
|
5,104
|
5,104
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Loans from banks
|
3,233,836
|
4,233,003
|
187,591
|
170,723
|
355,021
|
1,093,388
|
2,426,280
|
|||||||||||||||||||||
Loans from related parties
|
17,805
|
19,585
|
-
|
19,585
|
-
|
-
|
-
|
|||||||||||||||||||||
3,597,574
|
4,598,521
|
533,524
|
190,308
|
355,021
|
1,093,388
|
2,426,280
|
|
E. |
Market risk
|
|
E. |
Market risk (Cont'd)
|
|
(1) |
Linkage and foreign currency risk
|
|
(a) |
The exposure to linkage and foreign currency risk
|
December 31, 2019
|
||||||||||||||||||||||||
Non-financial
|
Unlinked
|
CPI-linked
|
US Dollar
|
EURO
|
Total
|
|||||||||||||||||||
NIS thousand
|
||||||||||||||||||||||||
Financial assets and financial
|
||||||||||||||||||||||||
liabilities:
|
||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||
Cash and cash equivalents
|
-
|
195,082
|
-
|
70,931
|
8
|
266,021
|
||||||||||||||||||
Trade receivables and Income receivable
|
-
|
292,759
|
-
|
-
|
-
|
292,759
|
||||||||||||||||||
Other receivables
|
22,685
|
-
|
-
|
-
|
-
|
22,685
|
||||||||||||||||||
Non-current assets:
|
||||||||||||||||||||||||
Restricted deposits
|
-
|
303,263
|
-
|
134,769
|
-
|
438,032
|
||||||||||||||||||
Prepaid expenses
|
37,225
|
-
|
-
|
-
|
-
|
37,225
|
||||||||||||||||||
Fixed assets
|
3,698,716
|
-
|
-
|
-
|
-
|
3,698,716
|
||||||||||||||||||
Intangible assets
|
2,247
|
-
|
-
|
-
|
-
|
2,247
|
||||||||||||||||||
Right of use assets
|
64,161
|
-
|
-
|
-
|
-
|
64,161
|
||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Current maturities of loans
|
||||||||||||||||||||||||
from banks
|
-
|
-
|
231,380
|
-
|
-
|
231,380
|
||||||||||||||||||
Current maturities of
|
||||||||||||||||||||||||
lease liabilities
|
-
|
-
|
4,551
|
-
|
-
|
4,551
|
||||||||||||||||||
Trade payables
|
-
|
247,464
|
-
|
40,663
|
-
|
288,127
|
||||||||||||||||||
Other accounts payable
|
1,031
|
9,478
|
-
|
-
|
-
|
10,509
|
||||||||||||||||||
Non-current liabilities:
|
||||||||||||||||||||||||
Loans from banks
|
-
|
-
|
2,803,975
|
-
|
-
|
2,803,975
|
||||||||||||||||||
Long-term lease liabilities
|
-
|
-
|
54,052
|
-
|
-
|
54,052
|
||||||||||||||||||
Provisions for dismantling
|
||||||||||||||||||||||||
and restoration
|
36,102
|
-
|
-
|
-
|
-
|
36,102
|
||||||||||||||||||
Deferred tax liabilities
|
170,676
|
-
|
-
|
-
|
-
|
170,676
|
||||||||||||||||||
Liabilities for employee
|
||||||||||||||||||||||||
benefits, net
|
160
|
-
|
-
|
-
|
-
|
160
|
||||||||||||||||||
Total exposure in statement
|
||||||||||||||||||||||||
of financial position
|
||||||||||||||||||||||||
in respect of financial assets
|
||||||||||||||||||||||||
and financial liabilities
|
3,617,065
|
534,162
|
(3,093,958
|
)
|
165,037
|
8
|
1,222,314
|
|
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, 2018
|
||||||||||||||||||||||||
Non-financial
|
Unlinked
|
CPI-linked
|
US Dollar
|
EURO
|
Total
|
|||||||||||||||||||
NIS thousand
|
||||||||||||||||||||||||
Financial assets and financial
|
||||||||||||||||||||||||
liabilities:
|
||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||
Cash and cash equivalents
|
-
|
115,969
|
-
|
1,251
|
-
|
117,220
|
||||||||||||||||||
Trade receivables and Income receivable
|
-
|
297,997
|
-
|
-
|
-
|
297,997
|
||||||||||||||||||
Other receivables
|
56,417
|
-
|
-
|
-
|
-
|
56,417
|
||||||||||||||||||
Financial derivatives
|
-
|
-
|
-
|
387
|
-
|
387
|
||||||||||||||||||
Non-current assets:
|
||||||||||||||||||||||||
Restricted deposits
|
-
|
291,015
|
-
|
140,081
|
-
|
431,096
|
||||||||||||||||||
Prepaid expenses
|
41,704
|
-
|
-
|
-
|
-
|
41,704
|
||||||||||||||||||
Fixed assets
|
3,869,800
|
-
|
-
|
-
|
-
|
3,869,800
|
||||||||||||||||||
Intangible assets
|
3,265
|
-
|
-
|
-
|
-
|
3,265
|
||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Current maturities of loans
|
||||||||||||||||||||||||
from banks
|
-
|
-
|
*224,444
|
-
|
-
|
*224,444
|
||||||||||||||||||
Current maturities of loans
|
||||||||||||||||||||||||
from related parties
|
-
|
-
|
17,805
|
-
|
-
|
17,805
|
||||||||||||||||||
Trade payables
|
-
|
292,171
|
-
|
48,658
|
-
|
340,829
|
||||||||||||||||||
Other accounts payable
|
861
|
3,837
|
-
|
1,268
|
-
|
5,966
|
||||||||||||||||||
Non-current liabilities:
|
||||||||||||||||||||||||
Loans from banks
|
-
|
-
|
*3,009,392
|
-
|
-
|
*3,009,392
|
||||||||||||||||||
Provisions for dismantling
|
||||||||||||||||||||||||
and restoration
|
35,497
|
-
|
-
|
-
|
-
|
35,497
|
||||||||||||||||||
Deferred tax liabilities
|
122,803
|
-
|
-
|
-
|
-
|
122,803
|
||||||||||||||||||
Liabilities for employee
|
||||||||||||||||||||||||
benefits, net
|
160
|
-
|
-
|
-
|
-
|
160
|
||||||||||||||||||
Total exposure in statement
|
||||||||||||||||||||||||
of financial position
|
||||||||||||||||||||||||
in respect of financial assets
|
||||||||||||||||||||||||
and financial liabilities
|
3,811,865
|
408,973
|
(3,251,641
|
)
|
91,793
|
-
|
1,060,990
|
|
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, 2019
|
||||||||||||||||||||
Currency/
|
Currency/
|
Principal
|
||||||||||||||||||
linkage
|
linkage
|
amount in
|
Dates of
|
|||||||||||||||||
receivable
|
payable
|
$ millions
|
expiration
|
Fair value
|
||||||||||||||||
NIS thousands
|
||||||||||||||||||||
Instruments used
|
||||||||||||||||||||
Economic Hedge:
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Forward foreign
|
||||||||||||||||||||
currency contracts
|
US dollars
|
NIS
|
-
|
December 31, 2018
|
||||||||||||||||||||
Currency/
|
Currency/
|
Principal
|
||||||||||||||||||
linkage
|
linkage
|
amount in
|
Dates of
|
|||||||||||||||||
receivable
|
payable
|
$ millions
|
expiration
|
Fair value
|
||||||||||||||||
NIS thousands
|
||||||||||||||||||||
Instruments used
|
|
|||||||||||||||||||
Economic Hedge:
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Forward foreign
|
||||||||||||||||||||
currency contracts
|
US dollars
|
NIS
|
1
|
28.1.19
|
387
|
|
(b) |
Sensitivity analysis
|
December 31, 2019
|
December 31, 2018
|
|||||||||||||||
Increase
|
Decrease
|
Increase
|
Decrease
|
|||||||||||||
Profit or loss
|
Profit or loss
|
Profit or loss
|
Profit or loss
|
|||||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
|||||||||||||
Change in the exchange rate of:
|
||||||||||||||||
5% in the US dollar (1)
|
8,252
|
(8,252
|
)
|
4,765
|
(4,750
|
)
|
||||||||||
10% in the U.S. dollar (1)
|
16,504
|
(16,504
|
)
|
9,523
|
(9,508
|
)
|
||||||||||
1% change in CPI (2)
|
(30,354
|
)
|
30,354
|
(32,516
|
)
|
32,516
|
||||||||||
2% change in CPI (2)
|
(60,707
|
)
|
60,707
|
(65,033
|
)
|
65,033
|
|
(1) |
The sensitivity derives mainly from balances of cash, restricted deposits, derivatives and balances of trade and other payables in foreign currency.
|
|
F. |
Fair value
|
|
(1) |
Fair values versus carrying amounts
|
December 31
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
amount
|
value
|
amount
|
value
|
|||||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
|||||||||||||
Long-term loans from banks (*)
|
3,035,355
|
3,165,760
|
3,233,836
|
3,320,751
|
|
(*) |
Including current maturities.
|
|
(2) |
Interest rates used for determining fair value
|
December 31
|
||||||||
2019
|
2018
|
|||||||
%
|
%
|
|||||||
Long-term loans from banks
|
3.9
|
%
|
4.3
|
%
|
|
— |
Level 1: quoted prices (unadjusted) in active markets for identical instruments
|
|
— |
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 (unobservable inputs).
|
December 31, 2019
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
|||||||||||||
Derivatives used for hedging:
|
||||||||||||||||
Forward foreign currency contracts
|
-
|
-
|
-
|
-
|
December 31, 2018
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
NIS thousands
|
|||||||||||||
Derivatives used for hedging:
|
||||||||||||||||
Forward foreign currency contracts
|
-
|
387
|
-
|
387
|
|
(1) |
Land
|
|
(2) |
Offices
|
(1) |
Information regarding material lease agreements
|
|
(a) |
The Company leases land from EAIS for a period of 25 years during which the Company established a power station. The total liability for the lease and the right of use assets recognized in the statement of financial position as
of December 31, 2019 for the lease was approximately NIS 56,872 thousand and NIS 62,453 thousand respectively.
|
|
(b) |
The Company leases offices from Africa Israel for a period of 5 years with extension options for another 6 years, the ending date for the extension periods is December 8, 2022. The Company is in an option period to extend the
agreement, under the same conditions as the original agreement. The total liability for the lease and the right of use assets recognized in the statement of financial position as of December 31, 2019 for the lease of the offices
is approximately NIS 1,731 thousand and approximately NIS 1,708 thousand respectively.
|
(2) |
Right-of-use assets
|
|
(a) |
Composition and changes
|
Land *
|
offices
|
Total
|
||||||||||
NIS thousands
|
NIS thousands
|
NIS thousands
|
||||||||||
Balance as at January 1,
|
||||||||||||
2019
|
65,675
|
2,289
|
67,964
|
|||||||||
Depreciation on right-of-
|
||||||||||||
use assets
|
3,222
|
581
|
3,803
|
|||||||||
Balance as at December
|
||||||||||||
31, 2019
|
62,453
|
1,708
|
64,161
|
(3) |
Lease liability
|
NIS thousands
|
||||
Less than one year
|
4,551
|
|||
One to five years
|
20,989
|
|||
More than five years
|
33,063
|
|||
Total
|
58,603
|
|||
Current maturities of lease liability
|
4,551
|
|||
Long-term lease liability
|
54,052
|
|||
58,603
|
(4) |
Additional information on leases to the year ended December 31,2019:
|
NIS thousands
|
||||
(a) Amounts recognized in profit or loss
|
||||
Interest expenses on lease liability
|
1,631
|
|||
(b) Amounts recognized in the statement of cash flows
|
||||
Cash outflow for leases
|
8,513
|
Year ended December 31
|
December 31
|
|||||||||||||||||||||
2019
|
2018
|
2017
|
2019
|
2018
|
||||||||||||||||||
Related party/Interested party
|
Nature of transaction
|
Transactions amounts
|
Outstanding balance
|
|||||||||||||||||||
Parties having significant influence
|
In December 2017 the Company entered into an agreement with EZOM regarding operation and maintenance of the power station including the purchasing of spare parts
|
163,152
|
203,050
|
2,542
|
5,798
|
3,743
|
||||||||||||||||
Parties having significant influence
|
The Company entered into an agreement with EAPSS regarding operation and maintenance of the power station including the purchasing of spare parts and repairs as from
November 2012 see Note 13A(10). The payments will be made on a monthly basis throughout the period of the agreement. See Note 13A(3)) regarding a subcontracting agreement between EAPSS and Ezom Ltd. From December 2017, the agreement is
directly with Ezom.
|
3,326
|
3,291
|
225,325
|
-
|
-
|
||||||||||||||||
Parties having significant influence
|
The Company entered into an agreement with Eilat Ashkelon Pipeline Company Ltd. (EAPC) regarding petrol storage services as of July 2013. The payments will be paid on a
quarterly basis (see Note 13A(5)).
|
918
|
4,312
|
4,000
|
-
|
-
|
||||||||||||||||
Parties having significant influence
|
The Company entered into a lease agreement of the land for the power station (see Note 13A(2)).
|
3,951
|
3,892
|
3,881
|
-
|
-
|
||||||||||||||||
Parties having significant influence
|
In March 2015, the Company entered into an agreement with EAPC for renting an operational area near to the power station
|
-
|
-
|
26
|
-
|
-
|
|
|
Year ended December 31
|
December 31
|
|||||||||||||||||||
|
|
2019
|
2018
|
2017
|
2019
|
2018
|
||||||||||||||||
Related party/Interested party
|
Nature of transaction
|
Transactions amounts
|
Outstanding balance
|
|||||||||||||||||||
Parties having significant influence
|
The Company has several agreements with related companies for the sale of electricity.
|
4,697
|
16,278
|
20,270
|
-
|
-
|
||||||||||||||||
Related Party
|
The Company engage with Ramat Negev Energy for purchase electricity.
|
1,877
|
127
|
476
|
-
|
-
|
||||||||||||||||
Key management personnel
|
CEO current salary and benefits
|
3,485
|
3,256
|
2,959
|
1,151
|
1,061
|
The terms of the loan
|
Balance as at December 31
|
||||||||||||||||||||
Term of
|
Interest
|
Linkage
|
|||||||||||||||||||
Face value
|
repayment
|
rate
|
base
|
2019
|
2018
|
||||||||||||||||
NIS thousands
|
%
|
NIS thousands
|
|||||||||||||||||||
Loans from related parties (*)
|
-
|
(*
|
)
|
10
|
%
|
CPI
|
-
|
17,805
|
Number
|
Description
|
Number
|
Description
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Presentation Linkbase Document
|
* |
The original language version is on file with the Registrant and is available upon request.
|
** |
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are
deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
(1) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2012 and incorporated by reference herein.
|
(2) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2012 and incorporated by reference herein.
|
(3) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2011 and incorporated by reference herein.
|
(4) |
Included in the Registrant’s Form 6-K dated May 17, 2018 and incorporated by reference herein.
|
(5) |
Included in the Registrant’s Form 6-K dated October 14, 2005 and incorporated by reference herein.
|
(6) |
Included in the Registrant’s Form 6-K dated December 1, 2008 and incorporated by reference herein.
|
(7) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2010 and incorporated by reference herein.
|
(8) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2013 and incorporated by reference herein.
|
(9) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.
|
(10) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2017 and incorporated by reference herein.
|
(11) |
Previously filed with the Registrant’s Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.
|
(12) |
Included in the Registrant’s Form 6-K dated September 25, 2019 and incorporated by reference herein.
|
|
• |
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. |
Shareholder Approval and Purpose
|
|
1.1. |
Shareholder Approval. At the Company's December 8, 1998 Annual Meeting of
Shareholders, the Plan was ratified by an affirmative vote of the holders of a majority of the Shares which were present in person or by proxy and entitled to vote at the Meeting.
|
|
1.2. |
Purpose of the Plan. The Plan is intended to closely align the interests
of the Non-Employee Directors with the interests of the Company's shareholders. This is achieved by making a significant portion of Non-Employee Director compensation directly related to the total return performance of the Shares. The
Plan also is intended to encourage Share ownership on the part of Non-Employee Directors.
|
|
2. |
Definitions
|
|
2.1. |
"Award" means, individually or collectively, a grant under
the Plan of an Option.
|
|
2.2. |
"Board" means the Board of Directors of the Company.
|
|
2.3. |
"Committee" means the committee appointed pursuant to Section
3.1 to administer the Plan.
|
|
2.4. |
"Company" means NUR Macroprinters Ltd., an Israeli
corporation, or any successor thereto.
|
|
2.5. |
"Control" shall have the meaning ascribed thereto in Section
102 of the Ordinance.
|
|
2.6. |
"Director" means any individual who is a member of the Board.
|
|
2.7. |
"Disability" means a permanent and total disability, as
determined by the Committee (in its discretion) in accordance with uniform and non-discriminatory standards adopted by the Committee from time to time.
|
|
2.8. |
"Exercise Price" means the price at which a Share may be
purchased by a Participant pursuant to the exercise of an Option.
|
|
2.9. |
"Fair Market Value" means the average closing bid and sale
prices of the Shares for the date in question as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or any similar organization if Nasdaq is no longer reporting such information, or such other market on which
the Shares are then traded, or if not then traded as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it.
|
|
2.10. |
"Grant Date" means, with respect to 1998, October 26, 1998
and, with respect to each subsequent calendar year, August 1. For example, for 1999, the Grant Date is August 1, 1999. With respect to a particular Award, "Grant Date" means the particular Grant Date on which the Award was granted.
Notwithstanding the preceding, a Non-Employee Director who is first elected or appointed on other than December 8, 1998, shall have only an initial Grant Date coincident with the date of his or her commencement of service on the Board.
|
|
2.11. |
"Holding Period" means the period in which the Options
granted to an Israeli Participant or, upon exercise thereof the Shares underlying thereunder, are to be held by the Trustee on behalf of such Israeli Participant, in accordance with Section 102 of the Ordinance, and pursuant to the Tax
Track which the Company selects.
|
|
2.12. |
"Israeli Participants" means Non-Employee Directors who do
not Control the Company and who are subject to payment in Israel of tax on their income from the Company (other than withholding tax), as the Committee, in its discretion shall determine.
|
|
2.13. |
"Non-Employee Director" means a Director who is an employee
of neither the Company nor of any Subsidiary.
|
|
2.14. |
"Non-Israeli Participants" means all Non-Employee Directors
who are not Israeli Participants.
|
|
2.15. |
"Option" means an option to purchase Shares granted pursuant
to Section 5
|
|
2.16. |
"Option Agreement" means the written agreement between the
Company and a Participant setting forth the terms and provisions applicable to each Option granted under the Plan.
|
|
2.17. |
"Ordinance" means the Israeli Income Tax Ordinance [New
Version], 1961, as amended and any regulations, rules, orders or procedures promulgated thereunder.
|
|
2.18. |
"Participant" means a Non-Employee Director who has an
outstanding Award.
|
|
2.19. |
"Plan" means this 1998 Share Option Plan for Non-Employee
Directors, as set forth in this instrument and as hereafter amended from time to time.
|
|
2.20. |
"Shares" means the Ordinary Shares of the Company, NIS 10.00
nominal value.
|
|
2.21. |
"Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns shares possessing fifty percent (50%) or more of the total combined voting power of all classes of shares
in one of the other corporations in such chain.
|
|
2.22. |
"Tax Track" means one of the three tax tracks described under
Section 102 of the Ordinance, specifically: (1) the "Capital Gains Track Through a Trustee"; (2) "Income Tax Track Through a Trustee"; or (3) the "Income Tax Track Without a Trustee"; each as defined respectively in Sections 6.2 and 6.3
of the Plan.
|
|
2.23. |
"Termination of Service" means a cessation of the
Participant's service on the Board for any reason.
|
|
2.24. |
"Trustee" means the trustee appointed by the Company under
the Trust Agreement as set forth in Section 6.5 of the Plan.
|
|
3. |
Administration
|
|
3.1. |
The Committee. The Plan shall be administered by the Committee. The
Committee shall consist of one or more Directors who shall be appointed by, and serve at the pleasure of, members of the Company's Board who are not eligible to receive Awards under the Plan. The Committee shall be comprised solely of a
Director or Directors who are not eligible to receive Awards under the Plan.
|
|
3.2. |
Authority of the Committee. It shall be the duty of the Committee to
administer the Plan in accordance with the Plan's provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a)
interpret the Plan and the Awards, (b) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, (c) interpret, amend or revoke any such rules, and (d) adopt such procedures and subplans
as are necessary or appropriate to permit participation in the Plan by Non-Employee Directors who are non-Israeli nationals or employed outside of Israel.
|
|
3.3. |
Decisions Binding. Subject to the provisions of any applicable law, all
determinations and decisions made by the Committee related to the Plan and its application shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.
|
|
4. |
Shares Subject to the Plan
|
|
4.1. |
Number of Shares. Subject to adjustment as provided in Section 4.3, the
total number of Shares available and reserved for grant under the Plan shall not exceed 75,000. Shares granted under the Plan shall be taken from the Company's authorized but unissued Shares.
|
|
4.2. |
Lapsed Awards. If an Award terminates or expires for any reason, any
Shares subject to such Award again shall be available to be the subject of an Award.
|
|
4.3. |
Adjustments in Awards and Authorized Shares. In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, share dividend, split-up, Share combination, or other change in the corporate structure of the Company affecting the Shares, the Committee shall adjust the number and class of Shares which may be
delivered under the Plan, and the number, class, and Exercise Price of Shares subject to outstanding Awards and future grants, in such manner as the Committee (in its sole discretion) shall determine to be appropriate to prevent the
dilution or diminution of such Awards. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.
|
|
5. |
Share Options
|
|
5.1. |
Granting of Options
|
|
5.1.1. |
Directors serving on the 1998 Grant Date. Each Non-Employee Director who
is such on the 1998 Grant Date, shall automatically receive, as of the 1998 Grant Date, an Option to purchase 10,000 Shares. Each Non-Employee who has received an Option pursuant to the preceding sentence shall also automatically receive,
as of each subsequent Grant Date, an Option to purchase 10,000 Shares, provided that the individual shall receive an Option on any such subsequent Grant Date only if he or she both (a) is a Non-Employee Director on the Grant Date, and (b)
has served as a Non-Employee Director for the entire period since the last Grant Date.
|
|
5.1.2. |
Directors first elected or appointed after the 1998 Grant Date. Each Non-
Employee Director who first becomes such after the 1998 Grant Date, automatically shall receive on his or her initial Grant Date an option to purchase up to 10,000 Shares prorated based on the number of full months of service between the
prior annual Grant Date and the next Grant Date. A Director joining the Board on or before the 15th day of the month will receive credit for service for the full month. For example, (a) if a Non-Employee Director joins the
Company as such on June 15, 1999 such Director would be entitled to an initial grant of options to purchase 2,222 Shares and (b) if a Non-Employee Director joined the Company on June 15 of any subsequent year, such Director would be
entitled to an initial grant of options to purchase 1,667 Shares. Each such Non-Employee Director also shall automatically receive, as of each subsequent Grant Date, an Option to purchase 10,000 Shares annually, provided that the
individual shall receive an Option on any such Grant Date only if he or she both (y) is a Non- Employee Director on the Grant Date, and (z) has served as a Non-Employee Director for the entire period since the last Grant Date.
|
|
5.2. |
Terms of Options
|
|
5.2.1. |
Option Agreement. Each Option granted pursuant to this Section 5 shall be
evidenced by a written Option Agreement (satisfactory to the Committee), which shall be executed by the Participant and the Company.
|
|
5.2.2. |
Exercise Price. The Exercise Price for the Shares subject to each Option
shall be 100% of the Fair Market Value of such Shares on the applicable Grant Date.
|
|
5.2.3. |
Exercisability. Each Option granted pursuant to Section 5.1 shall become
exercisable based on the vesting schedule determined in accordance with the requisite approvals under applicable law. Options not exercised before the
applicable expiration periods designated in Section 5.2.4. below shall terminate upon the expiration thereof.
|
|
5.2.4. |
Expiration of Options. Each Option shall terminate upon the first to occur of the following events,
|
|
(a) |
The expiration of ten (10) years from the applicable Grant Date;
|
|
(b) |
The expiration of three (3) months from the date of the Participant's Termination of Service prior to age 70 for any reason other than the Participant's death or
Disability, provided that the Committee, subject to subsequent shareholder approval, may determine to extend such period to a maximum of five years;
|
|
(c) |
The expiration of two (2) years from the date of the Participant's Termination of Service by reason of Disability; or
|
|
(d) |
The expiration of one (1) year from the date of the Participant's Termination of Service at or after age 70 for any reason other than the Participant's death or
Disability.
|
|
5.2.5. |
Death of Director. Notwithstanding Section 5.2.4, if a Director dies
prior to the expiration of his or her Option(s) in accordance with Section 5.2.4, his or her Option(s), which are exercisable on the date of his or her death shall terminate one (1) year after the date of death.
|
|
5.3. |
Payment. Options shall be exercised by the Participant's delivery of a
written notice of exercise (satisfactory to the Committee) to the Company in care of Chief Financial Officer, 12 Abba Hillel Silver Street, P.O. Box 1281, Lod 71111, Israel, or at such other address as Company may hereafter designate in
writing, setting forth the number of Shares with respect to which the Option is to be exercised, and accompanied by full payment for the Shares. Upon the exercise of any Option, the Exercise Price shall be payable to the Company in full
in cash. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant's designated broker), Share certificates
(which may be in book-entry form) representing such Shares.
|
|
5.4. |
Options are not Incentive Share Options. Options are not intended to be
incentive stock options within the meaning of Section 422 of the United States Internal Revenue Code.
|
|
5.5. |
Conditions Upon Issuance of Shares
|
|
5.5.1. |
Investment Representation. As a condition to the exercise of an Option,
the Committee may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such
Shares if, upon the advice of counsel for the Company, such representation is required.
|
|
5.5.2. |
Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which requisite authority shall not have been obtained.
|
|
6. |
Awards to Israeli Participants
|
|
6.1. |
Option Subject to Section 102 of the Ordinance. Awards to Israeli
Participants shall be made under the provisions of Section 102 of the Ordinance. Anything herein to the contrary notwithstanding, the Grant Date of Options to Israeli Participants and elected to have their Options issued under the Tax
Track that the Company has selected, shall not be earlier than the date at which the Plan was approved by the Israeli Tax Authorities.
|
|
6.2. |
Trustee Tax Tracks. If the Company elects to grant Options through (i)
the Capital Gains Tax Track Through a Trustee, or (ii) the Income Tax Track Through a Trustee, then, in accordance with the requirements of Section 102 of the Ordinance, the Company shall appoint a Trustee who will hold in trust on behalf
of each Israeli Participant the Options and the Shares issued upon exercise of such Options.
|
|
(1) |
The Capital Gains Tax Track Through a Trustee – if the
Company elects to Award the Options according to the provisions of this track, then the minimum Holding Period needed to benefit from that Capital Gain Tax Track will be twenty-four (24) months from the end of the tax year in which the
Options were Awarded to the Trustee on behalf of the Israeli Participant, or such shorter period as may be approved by the Israeli Tax Authorities.
|
|
(2) |
Income Tax Track Through a Trustee – if the Company elects
to Award Options according to the provisions of this track, then the minimum Holding Period needed to benefit from that Income Tax Through a Trustee Track will be twelve (12) months from the end of the tax year in which the Options were
Awarded to the Trustee on behalf of the Israeli Participant, or such shorter period as may be approved by the Israeli Tax Authorities.
|
|
6.3. |
Income Tax Track Without a Trustee. If the Company elects to Award
Options according to the provisions of this track, then the Options will not be subject to a Holding Period.
|
|
6.4. |
Track Selection. The Company, in its sole discretion, shall elect under
which of the above three Tax Tracks, Awards to Israeli Participants shall be made and the Option Agreement will indicate the Tax Track under which the Options are being granted.
|
|
6.5. |
Trust Agreement
|
|
6.5.1. |
The terms and conditions applicable to the trust relating to Awards to Israeli Participants under the Tax Track selected by the Company shall be set forth in an
agreement signed by the Company and the Trustee (the "Trust Agreement").
|
|
6.5.2. |
The Company shall cause the Trustee to exercise the Options by countersigning and delivering to the Company a notice of exercise, upon receipt of written
instructions from the Participant thereof, provided, that the Israeli Participant has made appropriate arrangements for the payment of the Exercise Price of the Shares issuable upon such exercise.
|
|
6.6. |
Tax Matters
|
|
6.6.1. |
Awards to Israeli Participants shall be governed by, and shall conform with and be interpreted so as to comply with, the requirements of Section 102 of the
Ordinance and any written approval from the Israeli Tax Authorities. All tax consequences under any applicable law (other than stamp duty) which may arise from the Award of Options, from the exercise thereof or from the holding or sale of
underlying Shares (or other securities issued under the Plan) by or on behalf of an Israeli Participant, shall be borne solely on such Israeli Participant. An Israeli Participant shall indemnify the Company and hold it harmless against
and from any liability for any such tax or any penalty, interest or indexing.
|
|
6.6.2. |
If the Company elects to Award Options according to the provisions of the Income Tax Track Without a Trustee (Section 6.3 of the Plan), and if prior to the exercise
of any and/or all of these Options, an Israeli Participant ceases to be a director of the Company, such Israeli Participant shall deposit with the Company a guarantee or other security as required by law, in order to ensure the payment of
applicable taxes upon the exercise of such Options.
|
|
6.6.3. |
Until all taxes relating to Awards to Israeli Participants have been paid in accordance with the Ordinance, Options and/or the Shares underlying thereunder may not
be sold, transferred, assigned, pledged, encumbered, or otherwise willfully hypothecated or disposed of, and no power of attorney or deed of transfer, whether for immediate or future use may be validly given. Notwithstanding the
foregoing, the Options and/or the Shares underlying thereunder may be validly transferred in a transfer made by will or laws of descent, provided that the transferee thereof shall be subject to the provisions of Section 102 of the
Ordinance and the rules thereunder as would have been applicable to the deceased Israeli Participant were he or she to have survived.
|
|
7. |
Miscellaneous
|
|
7.1. |
No Effect on Service. Nothing in the Plan shall (a) create any obligation
on the part of the Board to nominate any Participant for reelection by the Company's shareholders, or (b) interfere with or limit in any way the right of the Company to terminate any Participant's service.
|
|
7.2. |
Successors. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.
|
|
7.3. |
Beneficiary Designations. If permitted by the Committee, a Participant
may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant's death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if
given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate and, subject to the terms of the
Plan and of the applicable Option Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant's estate.
|
|
7.4. |
Nontransferability of Awards. No Award granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 7.3. All rights with respect to an Award granted to a
Participant shall be available during his or her lifetime only to the Participant.
|
|
7.5. |
No Rights as Shareholder. Except to the limited extent provided in
Section 7.3, no Participant (nor any beneficiary) shall have any of the rights or privileges of a shareholder of the Company with respect to any Shares issuable pursuant to exercise of an Option, unless and until certificates representing
such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant, beneficiary or Company (as escrow agent).
|
|
7.6. |
Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy governmental, federal, state, and local
taxes (including the Participant's FICA obligation) required to be withheld with respect to such Award (or exercise thereof).
|
|
8. |
Amendment, Termination and Duration
|
|
8.1. |
Amendment or Termination. The Board, in its sole discretion, may amend or
terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension, or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award
theretofore granted to such Participant.
|
|
8.2. |
Duration of the Plan. The Plan shall commence on the date specified
herein, and subject to Section 8.1 (regarding the Board's right to amend or terminate the Plan), shall remain in effect thereafter until December 8, 2028, unless terminated earlier by the Board.
|
|
9. |
Legal Construction
|
|
9.1. |
Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
|
|
9.2. |
Severabilitv. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
|
|
9.3. |
Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any other state having jurisdiction over the Company and the Participant, including the registration
of the Shares under United States Securities Act of 1933, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
|
9.4. |
Compliance with Rule 16b-3. For the purpose of ensuring that transactions
under the Plan do not subject Participants to liability under Section 16(b) the Securities Exchange Act of 1934, as amended (the "1934 Act"),
if the Participants shall become subject thereto, all transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or
superseding such regulation. To the extent any provision of the Plan, Option Agreement or action by the Committee or a Participant fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable
by the Committee.
|
|
9.5. |
Governing Law. The Plan and all Option Agreements shall be construed in
accordance with and governed by the laws of the State of Israel without giving effect to any choice or conflict of law provision or rule (whether of Israeli or otherwise) which would cause the application of the laws of any jurisdiction
other than Israel.
|
|
9.6. |
Captions. Captions provided herein are for convenience only, and shall
not serve as a basis for interpretation or construction of the Plan.
|
|
1. |
Establishment, Purpose, and Definitions
|
|
(a) |
This, the 2000 Stock Option Plan (the "Plan") of NUR Macroprinters Ltd. (the "Company"), has been adopted and approved by the Board of Directors of the
Company (the "Board") on August 9, 2002 and amended on July 15, 2003, June 23, 2008, June 9, 2011 and June 21, 2018.
|
|
(b) |
The purpose of the Plan is to provide a means whereby Eligible Individuals (as defined in paragraph 4, below) may acquire ordinary shares of the Company par value NIS 10.00 each (the "Shares")
pursuant to the exercise of options granted under the Plan (respectively the "Options" and "Grant"). Options may be Granted on the basis of past or future
services by employees of the Company or of Affiliates ("Service Options"), or on the basis of past or future services by non-employees of the Company or of Affiliates ("Non-Employee Options").
|
|
(c) |
The term "Affiliate" or "Affiliates" as used in the Plan means a present or future company that either (i) Controls the Company or is Controlled by the
Company; or (ii) is Controlled by the same person or entity that Controls the Company.
|
|
(d) |
The term "Control" as used in the Plan shall have the meaning ascribed thereto in Section 102 of the Israeli Income Tax Ordinance [New Version], 1961, as amended, and any regulations, rules,
orders or procedures promulgated thereunder (all referred to together as "Section 102").
|
|
(e) |
The term "Employee" as used in this Plan means an employee, officer - "Nosei Misra" - as such term is defined in the Companies law 5759-1999 ("Officers"
and the "Companies law" respectively), or director of the Company or any Affiliate, provided that such person does not Control the Company.
|
|
(f) |
The term "Non-Employees" as used in this Plan means consultants or Employees if such Employees Control the Company.
|
|
(g) |
The terms "Participant" Participant as used in this Plan shall mean any Employee or Non-Employee Granted Options under this Plan.
|
|
2. |
Administration of the Plan
|
|
(a) |
The Plan shall be administered by the Board or by a committee elected by the Board (the "Committee"), under such terms and conditions, as the Board shall determine. Members of the Committee
shall serve at the pleasure of the Board. At least one member of the Committee shall be an independent director, such that such person would be qualified to serve on the Committee under the provisions of paragraph 2(b)(ii) below. The
Committee shall select one of its members as chairman, and the provisions of the Articles of Association of the Company as to committees of the Board shall apply to the meetings of the Committee, including the provisions relating to the
convening of meetings, the adoption of resolutions, and the adoption of resolutions in writing. Until such time as the Board shall delegate the administration of the Plan to the Committee or if the Board chooses not to delegate the
administration of the Plan to the Committee, each reference in this Plan to "the Committee" shall be construed to refer to the Board.
|
|
(b) |
In the event that the Company becomes subject to the requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"), then, notwithstanding the
provisions of paragraph 2(a) above, (i) the Committee shall consist of two or more members of the board or such lesser number of members of the Board as permitted by Rule 16b-3, and (ii) none of the members of the Committee shall receive,
while serving on the committee, or during the one-year period preceding appointment to the Committee, a grant or award of equity securities under (y) the plan, or (z) any other plan of the Company or its Affiliates under which the
Participants are entitled to acquire Shares (including restricted Shares), stock, options, stock bonuses, related rights, or stock appreciation rights of the company or any of its Affiliates, other than pursuant to transactions in any
such other plan which do not disqualify a director form being a disinterested person under Rule 16b-3. The limitations set forth in this paragraph 2(b) shall automatically incorporate any additional requirements that may in the future be
necessary for the Plan to comply with Rule 16b-3.
|
|
(c) |
None of the members of the Committee shall receive, while serving on the Committee, or during the one-year period preceding appointment to the Committee, a Grant or award of Options or Shares under the Plan.
|
|
(d) |
The Committee shall determine, from time to time, which Eligible Individuals (as defined and detailed in paragraph 4, below) shall be granted Options under the Plan, the timing of such Grants, the terms thereof (including any
restrictions on the Shares), and the number of Shares subject to such Options.
|
|
(e) |
Subject to paragraph 13(b) below, the Committee may amend the terms of any outstanding Option Granted under this Plan, provided however that the Exercise Price (as defined in paragraph 5 below) of an outstanding Option may not be
amended, and further provided that any amendment which would adversely affect the Participant's rights under an outstanding Option shall not be made without the Participant's written consent. The Committee may, with the Participant's
written consent, cancel any outstanding Options or accept any outstanding Option in exchange for a new Option.
|
|
(f) |
Subject to paragraph 13(b) below, the Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan;
to construe and interpret the Plan, the rules and regulations, and the instruments evidencing Options Granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. All
decisions, determinations, and interpretations of the Committee shall be binding on all Participants.
|
|
3. |
Shares Subject to the Plan
|
|
(a) |
The aggregate number of Shares available through the Grant of Options under the Plan (the "Option Shares" or "Underlying Shares") shall be as provided for
by the Board and approved by the Shareholders of the Company from time to time. The Option Shares shall be available through Service Options and/or Non-Employee Options.
|
|
(b) |
If there is any change in the Shares subject to the Plan, or the Shares subject to any Option Granted under the Plan, through merger, consolidation, reorganization, recapitalization, reincorporation share split, distribution of bonus
shares, a rights offering, or other change in the corporate structure of the Company, appropriate adjustments shall be made by the Committee in order to preserve but not to increase the benefits to the individual, including adjustments to
the aggregate number and kind of Shares subject to the Plan, and the number and kind of Shares and the Exercise Price, as defined in paragraph 5 below.
|
|
4. |
Eligible Individuals
|
|
(a) |
Subject to paragraph 2(c) above: (i) Employees shall be eligible to receive Service Options; and (ii) Non Employees shall be eligible to receive Non-Employee Options, as the Committee, in its discretion, shall designate from time to
time. Notwithstanding this paragraph 4(a) all Grant of Options to Officers of any Israeli Company, shall be authorized and implemented only in accordance with the provisions of the Companies Law, as in effect from time to time.
|
|
(b) |
Employees of the Company or an Affiliate who are subject to payment in Israel of tax on their income from the Company or an Affiliate (other than withholding tax), as the Committee, in its discretion shall determine, shall be defined
for the purpose of the Plan as "Israeli Employees". All other Employees of the Company or an Affiliate shall be defined for the purpose of the Plan as "Non-Israeli Employees". Israeli Employees who
Control the Company, or are otherwise not entitled to the benefits granted pursuant to Section 102, shall be defined for the purpose of the Plan as "Controlling Employees".
|
|
5. |
The Option Price
|
|
(a) |
The exercise price of the Shares covered by each Option (the "Exercise Price") shall be as determined by the Committee; provided, however, that the Exercise Price of any Option Granted, shall not
be less than eighty percent (80%) of the Stock Value at the time of issuance of such Options. The "Stock Value" at any time shall be equal to the then current Fair Market Value of the Shares. For
purposes hereof, the "Fair Market Value" shall mean, as of any date, the last closing price, on Date of Grant, of the Shares in respect of which options Granted under the Plan may then be exercised
on the NASDAQ National Market System (or, in the event that the National Market System is not the principal securities exchange on which the Shares are then traded, on such other principal securities exchange), or, in the event that no
sales of the Shares took place on such date, the last closing price of the Shares on such principal securities exchange on the most recent prior date on which a sale of the Shares took place; provided, however, that if the Shares are not
publicly traded on the date on which the Fair Market Value is to be determined, then the "Fair Market Value" shall mean the per share Fair Market Value of the Company as determined by the Board of Directors. If the Committee is unable to
agree on the Fair Market Value, then the Fair Market Value shall be determined by an independent valuation expert satisfactory to the Committee. The Fair Market Value as determined by such independent valuation expert shall be
conclusive. The Exercise Price of an Option shall be subject to adjustment to the extent provided in paragraph 3(b) above.
|
|
(b) |
Options Granted to Employees subject to US Tax: at an Exercise Price which is not less than the "fair market value" (as described in Section 422 of the Internal Revenue Code of 1986 (the "Code")) of the Shares on the grant date (110%
of such fair market value in the case of an individual who owns more than 10% of the combined voting power of all classes of stock in the Company or an Affiliate (a "10% Stockholder")).
|
|
6. |
Grant of Options: Dividends and Voting Rights
|
|
(a) |
The effective date of the Grant of an Option (the "Date of Grant") shall be the date specified by the Committee in its determination relating to the award of such Option. The Committee shall
promptly give the Participant written notice (the "Notice of Grant") of the Grant of an Option. The terms of such Notice of Grant shall be determined by the Committee, subject to the terms of the
Plan.
|
|
(b) |
Subject to the vesting provisions of paragraph 9(c), each Option may be exercised, in whole or in part, at any time during the period (the "Option Period") set forth in the Notice of Grant.
However, Underlying Shares derived from Options Granted under one of the Section 102 Trustee Tracks, may not be sold or transferred from the Trustee (as hereinafter defined) before the end of the applicable Holding Period as defined in
Section 102 and paragraph 7 of this Plan. Options not exercised during the Option Period shall terminate upon the expiration thereof.
|
|
(c) |
To the extent that any dividend is payable on the Shares under applicable law, or the Articles of Association of the Company, all Underlying Shares (whether or not held in Trust) shall entitle beneficial Participants ("Beneficial Employees") to receive dividends with respect thereto. For so long as such Shares are held in Trust, any and all dividends received by the Trustee on such Underlying Shares shall be paid by
the Trustee to the Beneficial Employees thereof, subject to any required withholding of tax in respect thereof.
|
|
(e) |
Except as provided in the immediately following sentence, in order to exercise an Option, the Participant shall complete and execute a notice of exercise ("Notice of Exercise") in such form as
may be prescribed by the Committee from time to time and shall deliver the same to the Company together with the purchase price of the Shares pursuant to paragraph 13 hereof. In the case of any Beneficial Employee who's Options are held
by the Trustee, such Beneficial Employee shall instruct the Trustee to countersign such Notice of Exercise (the same having been signed by such Beneficial Employee) and to deliver the same to the Company.
|
|
(f) |
The Participant shall have no rights as a shareholder with respect to Shares under a Grant of Options until a share certificate has been delivered to the Participant and is fully paid for. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such share certificate is issued
|
|
7. |
Trust Arrangement and Holding Period
|
|
(a) |
Option Subject to Section 102: Grants to Israeli Employees shall be made under the provisions of Section 102. Grants to Non-Israeli Employees or Controlling Employees shall not be made under Section 102. Anything herein to the contrary
notwithstanding, the Date of Grant of Options to Israeli Employees, who are not Controlling Employees, and elected to have their Options issued under the Trustee Track of Section 102 that the Company has selected, shall not be earlier
than the date at which the Option Plan was approved by the Israeli Tax Authorities.
|
|
(b) |
Trustee Tax Tracks: If the Company elects to Grant Options through (i) the Capital Gains Track Through a Trustee, or (ii) the Income Tax Track Through a Trustee then, in accordance with the requirements of Section 102, the Company
shall appoint a Trustee who will hold in trust on behalf of each Participant the Options and the Underlying Shares issued upon exercise of such Options in trust on behalf of each Participant. The Company shall allocate such Options to the
Trustee on behalf of such Israeli Employees in a letter specifying all details required under Section 102 Rules ("Allocation").
|
|
(1) |
The Capital Gains Tax Track Through a Trustee – if the Company elects to Allocate the Options according to the provisions of this track, then the Holding Period will be 24 months from the end of the tax year in which the Options were
Allocated to the Trustee on behalf of the Participant, or such shorter period as may be approved by the Israeli Tax Authorities.
|
|
(2) |
Income Tax Track Through a Trustee – if the Company elects to Allocate Options according to the provisions of this track, then the Holding Period will be 12 months from the end of the tax year in which the Options were Allocated to the
Trustee on behalf of the Participant, or such shorter period as may be approved by the Israeli Tax Authorities.
|
|
(c) |
Income Tax Track Without a Trustee: If the Company elects to Allocate Options according to the provisions of this track, then the Options will not be subject to a Holding Period.
|
|
(d) |
Track Selection: The Company, in its sole discretion, shall elect under which (and if to Allocate Options under one) of the above three Tracks, Allocations to Israeli Employees shall be made.
|
|
(e) |
Concurrent Conditions: The Holding Period, if any, is in addition to the vesting period as specified in paragraph 9 (c) of the Plan. The Holding Period and vesting period may run concurrently, but neither is a substitute for the
other, and each are independent terms and conditions for Options Granted.
|
|
(f) |
Trust Agreement:
|
|
(i) |
The terms and conditions applicable to the Trust relating to the Trustee Tax Track selected by the Company, as appropriate, shall be set forth in an agreement signed by the Company and the Trustee (the "Trust
Agreement").
|
|
(ii) |
The Company shall cause the Trustee (subject to the vesting provisions of paragraph 9(c) hereof) to exercise the Options by countersigning and delivering to the Company a Notice of Exercise, upon receipt of written instructions from
the Beneficial Employee thereof, provided the Beneficial Employee has made appropriate arrangements for the payment of the Exercise Price of the Shares issuable upon such exercise.
|
|
(iii) |
Subject to paragraph 9(a) of this Plan, Options and/or Underlying Shares held by the Trustee shall continue to be held by the Trustee, on behalf of the Beneficial Employee at least until the end of the later of the (a) applicable
Holding Period and (b) Vesting Period ("Release Date"). At any time after the Release Date and upon the receipt of a written request of any Beneficial Employee, the Trustee shall release from the
Trust the Underlying Shares, by executing and delivering to the Company such instrument(s) as the Company may require, giving due notice of such release to such Beneficial Employee, provided, however, that the Trustee shall not so release
any such Shares to such Beneficial Employee unless the latter, prior to, or concurrently with, such release, provides the Trustee with evidence, satisfactory in form and substance to the Trustee, that all taxes, if any, required to be
paid upon such release have, in fact, been paid.
|
|
(iv)
|
Alternatively, from and after the Release Date, upon the written instructions of the Beneficial Employee to sell any Shares issued upon exercise of Options, the Trustee shall take such steps as may be required to effect such sale and
shall transfer such Shares to the purchaser concurrently with the receipt, or after having made suitable arrangements to secure the payment of the proceeds of the purchase price in such transaction. The Trustee shall withhold from such
proceeds any and all taxes required to be paid in respect of such sale, shall remit the amount so withheld to the appropriate tax authorities and shall pay the balance thereof directly to the Beneficial Employee, reporting to such
Beneficial Employee and to the Company the amount so withheld and paid to said tax authorities.
|
|
(g) |
Option Subject to the Trustee Tax Track without a Trustee: If the Company determines to Allocate Options subject to a Trustee Tax Track without a Trustee, the Company shall Allocate all Options Granted under the Plan to Israeli
Employees (and a copy of the Notice of Grant shall be given) to a trustee designated by the Board (who may be the Trustee). The Trustee shall hold each such Option in trust (the "Trust") for the
Beneficial Employee. No Options shall be released from the Trust until the vesting of such Option pursuant to paragraph 9(c) hereof (the "Vesting Date"). From and after the Vesting Date, upon the
written request of any Beneficial Employee, the Trustee shall release from the Trust the Options Allocated and exercise them on behalf of such Beneficial Employee, by executing and delivering to the Company such instrument(s) as the
Company may require, giving due notice of such release to such Beneficial Employee, provided, however, that the Trustee shall not so release and exercise any such Options on behalf of the Beneficial Employee unless the latter, prior to,
or concurrently with, such release and exercise, provides the Trustee with evidence, satisfactory in form and substance to the Trustee, that all taxes and/or compulsory payments, if any, required to be paid upon such release and exercise
have, in fact, been paid.
|
|
8. |
Option Subject to Section 3(i)
|
|
9. |
Options Granted to Non-Israeli Employees
|
|
(a) |
All Options Granted under the Plan to Non Israeli Employees shall be Granted (and a copy of the Notice of Grant shall be given) subject to all applicable laws, rules and regulations, whether of Belgium, Hong Kong or of the United
States of America, or of any other country or state having jurisdiction over the Company and the Participant. The Company shall Allocate the Options to a trustee designated by the Board (who may be the Trustee). The Trustee shall hold
each such Option in trust (the "Trust") for the Non Israeli Employee. No Options shall be released from the Trust until the vesting of such Option pursuant to Section 10 hereof (the "Release Date"). From and after the Release Date, upon the written request of any Non Israeli Employee, the Trustee shall release from the Trust the Allocated Options and exercise them on behalf of such
Non Israeli Employee, by executing and delivering to the Company such instrument(s) as the Company may require, giving due notice of such release to such Non Israeli Employee, provided, however, that the Trustee shall not so release and
exercise any such Options on behalf of the Non Israeli Employee unless the latter, prior to, or concurrently with, such release and exercise, provides the Trustee with evidence, satisfactory in form and substance to the Trustee, that all
taxes and/or compulsory payments, if any, required to be paid upon such release and exercise have, in fact, been paid.
|
|
(b) |
The Options Granted subject to this Plan to Employees subject to payment in the US of tax on their income from the Company or an Affiliate are intended to be "incentive stock option" as described in Section 422 of the Code ("ISOs"). To the extent some or all of the Options subject to a certain Grant exceed the $100,000 rule of Code Section 422(d), the certain Option Grant or the lesser excess part will be treated as a
nonqualified stock option under the United States tax law. Notwithstanding any inconsistent or contrary provision of this Plan, if an Option Grant has not expired on the relevant date as provided for in section 10 below, the Options shall
cease to be treated as ISOs 91 days after the Participant ceases to be a common law employee of the Company or an Affiliate corporation as defined in Code Sections 424(e) and 424(f)) (a "Common Law
Employee"), unless the Participant ceases to be a Common Law Employee by reason of death or disability (as defined in code Section 22(e)(3)), in which case the term "1 year and 1 day" shall replace the term "91 days" in this
clause above.
|
|
10. |
Terms and Conditions of Options
|
|
(a) |
The Committee shall determine the term of each Option Granted under the Plan; provided, however, that the term of an Option shall not be for more than ten (10) years.
|
|
(b) |
Upon termination of employment (regardless of whether or not termination is by the employee or employer, due to death or disability), all unvested Options shall lapse, and within three (3) months from such termination all vested but
not-exercised Options shall lapse.
|
|
(c) |
Upon termination of the service contract with a Participant, which is not employed by the Company or an Affiliate, all unvested Options shall lapse, and within three months from such termination all vested but not exercised Options
shall lapse. In the event that the termination is the result of a material breach of the service contract by the Participant, all unvested and vested but not exercised Options shall lapse immediately.
|
|
(d) |
Upon termination of employment by employer for cause (as defined hereunder), all unvested and vested but not exercised Options shall lapse immediately.
|
|
(e) |
All Granted Service Options shall vest over a three or four- year period as detailed in the Notice of Grant. One-third of such Options will vest after the first or second anniversary of the Date of Grant, the second third will vest
after the second or third anniversary of the Date of Grant, and the remaining Options will vest after the third or fourth anniversary of the Date of Grant. Notwithstanding the foregoing and subject to paragraph 2(f) above, the Committee
may determine different vesting schedules for Service Options. Non-Employee Options shall vest at the discretion of the Committee.
|
|
(f) |
Notwithstanding the aforesaid, if the Participant ceases to be a full-time Employee of the Company or any of its Affiliates and becomes a part-time Employee, such Options (to the extent exercisable at the time the Participant ceases to
be a full-time Employee) shall be exercisable for a period of six (6) months following such cessation of the full-time employment, and shall thereafter terminate. All Options that are not vested at the time of cessation of the full-time
employment shall ipso facto expire and be of no legal effect.
|
|
(g) |
If a Participant should retire (as such term is defined by the Committee at its sole and absolute discretion), he shall, subject to the approval of the Committee, continue to enjoy such rights, if any, under the Plan and on such terms
and conditions, with such limitations and subject to such requirements as the Committee in its discretion may determine.
|
|
(h) |
Notwithstanding the foregoing provisions of Section 10, the Committee may provide, either at the time an Option is granted or thereafter, that such Option may be exercised after the periods provided for in Section 9 above, but in no
event beyond the Option Period.
|
|
(i) |
The Company or any of its Affiliates are not obligated by the Plan or by a Grant of Options to continue the Participant's employment or service engagement.
|
|
11. |
Use of Proceeds
|
|
12. |
Amendment, Suspension, or Termination of the Plan
|
|
(a) |
The Board may at any time amend, extend, suspend, or terminate the Plan as it deems advisable; provided that such amendment, extension, suspension, or termination complies with all applicable legal requirements.
|
|
(b) |
Notwithstanding anything herein to the contrary, the Board shall in no event amend the Plan in the following respects without the consent of shareholders then sufficient to approve the Plan in the first instance:
|
|
(i) |
To increase the maximum number Shares subject to Options issued under the Plan; or
|
|
(ii) |
To change the designation or class of persons eligible to receive Options under the Plan.
|
|
(c) |
No Option may be Granted under the Plan during any suspension of, or after the termination of, the Plan, and no amendment, suspension, or termination of the Plan, shall without the affected individual's consent, alter or impair any
rights or obligations under any Option previously Granted under the Plan.
|
|
13. |
Assignability
|
|
14. |
Payment Upon Exercise of Options
|
|
15. |
Restrictions on Transfer of Shares
|
|
16. |
Tax Matters
|
|
17. |
Miscellaneous
|
|
(a) |
Currency Control Provisions: For so long as, and to the extent that, the Israel Currency Control Law, 1978 (the "Control Law") shall so require, the following provisions shall apply:
|
|
(i) |
Certificates, if any, representing Shares issued hereunder shall be delivered to a bank in Israel which is an authorized dealer in foreign currency (within the meaning of the Control Law) ("Authorized
Dealer") to hold the same for the benefit of the Participant pursuant to the terms of the Plan and any applicable Share Option Agreement, and in conformity with the applicable requirements of the Controller of Foreign Currency in
the Bank of Israel;
|
|
(ii) |
All payments of the purchase price shall be effected by the Participants through an Authorized Dealer; and
|
|
(iii) |
The proceeds of any sale by the Participant (or by the Trustee at the discretion and on behalf of any Participant) of Shares which is effected in foreign currency shall be remitted to Israel, and deposited with an Authorized Dealer,
immediately upon receipt thereof, and in all events not later than sixty (60) days after the date on which the certificate, if any, representing such Shares is received by the Trustee (on behalf of such Participant) for purposes of sale.
|
|
(b) |
Governing Law: The Plan, and the Granting and exercise of the Options thereunder, and the Company's obligation to sell and deliver the Option Shares or cash under the Options, are subject to all applicable laws, rules and regulations,
whether of Israel, Belgium, Hong Kong or of the United States of America, or of any other country or state having jurisdiction over the Company and the Participant, including the registration of the Option Shares under the United States
Securities Act of 1933, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
|
18. |
Participant Undertakings
|
|
(a) |
If the Options shall be Granted to a Participant under one of the Section 102 Tax Tracks, then in the Notice of Grant the Participant shall: (1) agree and acknowledge that he or she have received and read the Plan, and the Option
Agreement and the Notice of Grant; (2) undertake all the provisions set forth in: Section 102 (including provisions regarding the applicable Tax Track under which the Options have been Granted), the 102 Rules, the Plan, the Notice of
Grant and the Trust Agreement; and (3) subject to the provisions of Section 102 and the Section 102 Rules, undertake not to sell or release the Underlying Shares from Trust before the end of the applicable Holding Period (if any).
|
|
(b) |
Agreement to Purchase for Investment. The Shares represented by the Options Granted under the terms of the Plan are subject to registration and prospectus requirements of the United States Securities Act of 1933, as amended ("Unregistered Shares"). By acceptance of Options, the Participant agrees that a purchase of Unregistered Shares under such Options will not be made with a view to their distribution, as that term is
used in the aforesaid Act, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the said registration and prospectus requirements, and the Participant agrees, if required by the Board at
the time of exercise, to sign a certificate to such effect at the time or times he exercises the Options in respect of Unregistered Shares. The Participant further acknowledges and understands that the Unregistered Shares purchased upon
exercise of these Options must be held indefinitely unless they are subsequently registered under the United States Securities Act or an exemption from such registration is available. The Participant understands that the certificate
evidencing the Unregistered Shares will be imprinted with a legend in substantially the following form:
|
|
(c) |
In the event Participant sells or otherwise disposes of Shares within one year of exercise or two years of Grant, Participant agrees to notify the Company in advance in writing of this action.
|
1. Execution date
|
January 23, 2012, as amended on September 28, 2016 and November 15, 2018.
|
2. Parties
|
- Talavan
Municipality
- Talasol Solar,
S.L.
|
3. Term
|
Forty (40) years from COD (Commercial Operation Date) of the plant.
|
4. Annual Rent
|
- During construction and until COD: EUR 100 per Hectare per annum calculated based on the area actually used by Talasol Solar S.L.
- After COD: EUR 880 per Hectare per annum calculated based on the area actually used by Talasol Solar S.L. (paid in 4 equal quarterly
installments).
The area actually used by Talasol Solar S.L. will be fixed in the Minutes of Effective Occupation to be signed between the parties.
At this time, the area actually used is 449.83 Hectares, but the Minutes have not been signed yet.
|
1. Execution date
|
June 13, 2013, as amended on November 15, 2018.
|
2. Parties
|
- Talavan
Municipality
- Talasol Solar,
S.L.
|
3. Term
|
Forty (40) years from COD (Commercial Operation Date) of the plant.
|
4. Annual Rent
|
- During construction and until COD: EUR 100 per Hectare per annum calculated based on the area actually used by Talasol Solar S.L..
- After COD: EUR 1,000 per Hectare per annum calculated based on the area actually used by Talasol Solar S.L. (paid in 4 equal quarterly
installments).
The area actually used by Talasol Solar S.L. will be fixed in the Minutes of Effective Occupation to be signed between the parties.
At this time, the area actually used is 163.98 Hectares, but the Minutes have not been signed yet.
|
Whereas, |
the Company and the Service Providers entered into a Management Services Agreement effective as of March 31, 2008;
|
Whereas, |
on each of December 30, 2009, December 22, 2010 and December 20, 2011, the term of the Management Services Agreement was extended by the Company’s audit committee, board of directors and shareholders and by the Service Providers;
|
Whereas, |
on June 18, 2013 the terms of the Management Services Agreement were amended by the Company’s audit committee, board of directors and shareholders and by the Service Providers and on June 22,
2016 the term of the Agreement was extended further by an additional three year term (the Management Services Agreement, as amended and extended: the “Agreement”);
|
Whereas, |
the parties to the Agreement wish to extend and amend the Agreement as specifically set forth herein and such extension and amendments were approved by the Company’s compensation committee, audit committee, board of directors and, on
June 19, 2019, by the Company’s shareholders and by the Service Providers.
|
|
1. |
Amendment of Section 1.1.1
|
|
2. |
Amendment of Section 4
|
|
3. |
General
|
|
3.1. |
Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meaning ascribed to them under the Agreement.
|
|
3.2. |
Except as specifically modified and amended hereby, the Agreement shall remain in full force and effect. No provision of this Amendment may be modified or amended, nor shall any terms be waived, except expressly in a writing signed by
the parties.
|
(1) |
Ellomay Luxembourg Holdings S.a.r.l., a company incorporated under the laws of Luxembourg, having its registered office at Luxembourg, 7B, Rue de Bonnevoie, L-1260, registration number with the
Companies’ Register of Luxembourg no. B 153319 (the “Seller”), represented by Ran Pinhas Fridrich and Laurent Teitgen, in their capacity as Classe B Gérent and, respectively, Classe A Gérent, duly
empowered;
|
(2) |
Sonnedix San Davide S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via Ettore de Sonnaz no. 19, Turin, 10212, Italian tax code and VAT number 11920680011,
registration number with Companies’ Register of TO – 1250794 (the “Purchaser”), represented by Silvia Cazzola, in her capacity as empowered director;
|
|
|
(A) |
The Purchaser is a company active in the renewable energy business and it is willing to further invest in photovoltaic plants in Italy.
|
(B) |
The Seller owns, inter alia, the entire corporate capital of the following companies (each a “SPV” and, collectively, the “SPVs”):
|
|
(i) |
100% of the corporate capital of Ellomay PV One S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 04459950285, registration
number with Companies’ Register of Bolzano BZ – 214683 (“Ellomay PV One”);
|
|
(ii) |
100% of the corporate capital of Ellomay PV Two S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 04482560283, registration
number with Companies’ Register of Bolzano BZ – 214684 (“Ellomay PV Two”);
|
|
(iii) |
100% of the corporate capital of Ellomay PV Five S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 06879990726, registration
number with Companies’ Register of Bolzano BZ – 214810 (“Ellomay PV Five”);
|
|
(iv) |
100% of the corporate capital of Ellomay PV Six S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 06657940729, registration
number with Companies’ Register of Bolzano BZ – 214809 (“Ellomay PV Six”);
|
|
(v) |
100% of the corporate capital of Ellomay PV Seven S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 02488800422, registration
number with Companies’ Register of Bolzano BZ – 214811 (“Ellomay PV Seven”);
|
|
(vi) |
100% of the corporate capital of Pedale S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 06819300960, registration number with
Companies’ Register of Bolzano BZ – 214817 (“Pedale”);
|
|
(vii) |
100% of the corporate capital of Murgia Solar S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 07182230727, registration number
with Companies’ Register of Bolzano BZ – 214819 (“Murgia Solar”);
|
|
(viii) |
100% of the corporate capital of Luma Solar S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 07182420724, registration number
with Companies’ Register of Bolzano BZ – 214818 (“Luma Solar”);
|
|
(ix) |
100% of the corporate capital of Soleco S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 01387110297, registration number with
Companies’ Register of Bolzano BZ – 214815 (“Soleco”); and
|
|
(x) |
100% of the corporate capital of Tecnoenergy S.r.l., a company incorporated under the laws of Italy, having its registered offices at Via L. Galvani no. 33, 39100 Bolzano, Italian tax code and VAT number 01387130295, registration number
with Companies’ Register of Bolzano BZ – 214816 (“Tecnoenergy”).
|
(C) |
The SPVs own a portfolio of photovoltaic plants in Italy composed as follows (each a “Plant” and, collectively, the “Portfolio”):
|
|
(i) |
Ellomay PV One owns:
|
|
(a) |
a photovoltaic plant having a capacity of 739.875 kWp located in the Municipality of Senigallia (AN) (the “Costantini Plant”); and
|
|
(b) |
a photovoltaic plant having a capacity of 734.40 kWp located in Cingoli (MC) (the “Del Bianco Plant”);
|
|
(ii) |
Ellomay PV Two owns:
|
|
(a) |
a photovoltaic plant having a capacity of 739.48 kWp located in the Municipality of Filottrano (AN) (the “Giacchè Plant”); and
|
|
(b) |
a photovoltaic plant having a capacity of 739.48 kWp located in Arcevia (AN) (the “Massaccesi Plant”);
|
|
(iii) |
Ellomay PV Five owns a photovoltaic plant having a capacity of 999.80 kWp located in the Municipality of Troia (FG) (the “Troia 9 Plant”);
|
|
(iv) |
Ellomay PV Six owns a photovoltaic plant having a capacity of 999.80 kWp located in the Municipality of Troia (FG) (the “Troia 8 Plant”);
|
|
(v) |
Ellomay PV Seven owns a photovoltaic plant having a capacity of 994.43 kWp located in the Municipality of Galatina (LE) (the “Galatina Plant”);
|
|
(vi) |
Pedale owns a photovoltaic plant having a capacity of 2993.60 kWp located in the Municipality of Corato (BA) (the “Pedale Plant”);
|
|
(vii) |
Murgia Solar owns a photovoltaic plant having a capacity of 947.60 kWp located in the Municipality of Minervino Murge (BA) (the “Acquafresca Plant”);
|
|
(viii) |
Luma Solar owns a photovoltaic plant having a capacity of 930.30 kWp located in the Minervino Murge (BA) (the “D’Angella Plant”);
|
|
(ix) |
Soleco owns a photovoltaic plant having a capacity of 5923.50 kWp located in the Canaro (RO) (the “Soleco Plant”);
|
|
(x) |
Tecnoenergy owns a photovoltaic plant having a capacity of 5899.52 kWp located in the Canaro (RO) (the “Tecnoenergy Plant”).
|
(D) |
Prior to entering into this Agreement (as defined below), the Purchaser (also through its legal, financial, accounting, technical and tax advisor) has conducted and completed a thorough due diligence investigation of the SPVs and the
Portfolio, through the review of information, documents, and matters included in the Due Diligence Documents (as defined below) that have been made available to them by the Seller or its Relevant Persons (as defined below) in relation to
the SPVs and the Portfolio (all of the above, the “Due Diligence”).
|
(E) |
The Purchaser wishes to acquire from the Seller a quota representing 100% of the corporate capital of each SPV (the “Quotas”) and the receivables arising out of (i) the Quotaholders Loans made
available to each SPV by the Seller, together with any interest accrued thereon, and (ii) and the receivables for dividends not yet distributed by each SPV to the Seller (jointly, the “Quotaholder Loans
Receivables”) and the Seller intends to sell the Quotas and the Quotaholder Loans Receivables to the Purchaser, in accordance with the terms and subject to the conditions set forth hereunder.
|
1. |
RECITALS AND SCHEDULES
|
2. |
DEFINITIONS AND INTERPRETATIVE RULES
|
2.1. |
Definitions
|
|
2.1.1. |
“Accounting Principles” shall mean the principles provided by the Italian civil code, as applicable from time to time, in respect of the preparation of financial statements (bilanci di esercizio), integrated, to the extent applicable, by the accounting principles issued and generally accepted in Italy by the National Accountants Board (Consiglio
Nazionale dell’Ordine dei Dottori Commercialisti ed Esperti Contabili), as amended by the Organismo Italiano di Contabilità as in force from time to time;
|
|
2.1.2. |
“Acquafresca Plant” shall have the meaning set forth in Recital (C)(vii);
|
|
2.1.3. |
“Affiliate” shall mean, in relation to any Party, any Person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Party; with respect to the Purchaser,
except for Clauses 10.3, 10.4 and 10.5, any reference to an “Affiliate” or a “Relevant Person” or a “Related Party” shall be deemed to exclude: (i) JPMorgan Chase Bank, N.A., J.P. Morgan Investment Management Inc. and their respective
Affiliates, and any (a) pension fund or superannuation fund; (b) collective investment fund containing pension funds or superannuation funds; (c) separate account; (d) pooled or co-mingled fund; and (e) other fund or investor, in each case,
for which JPMorgan Chase Bank, N.A. or J.P. Morgan Investment Management Inc. (or one of their respective Affiliates or subsidiaries) acts as trustee, agent, general partner, investment advisor, manager or responsible entity or person;
|
|
2.1.4. |
“Agreement” shall mean this quota sale and purchase agreement, including its Recitals and Schedules;
|
|
2.1.5. |
“AML Laws” shall have the meaning set forth in Clause 5.6.1;
|
|
2.1.6. |
“Applicable Laws and Regulations” shall mean all international, national, regional and local laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations,
permits, licenses, authorizations (including in respect of the incentive which has been granted to each Plant) of all governments, governmental and in general public authorities having jurisdiction over any Plant, any SPV or on the
Transaction contemplated by this Agreement, in each case as in force from time to time;
|
|
2.1.7. |
“ARERA” shall mean Autorità di Regolazione per Energia Reti e Ambiente;
|
|
2.1.8. |
“Authority” shall mean any supranational, multinational, national, federal, state, provincial or local authority or entity or body, or any political subdivision thereof, including any agency,
instrumentality, division, department, court, tribunal or other body thereof, including the Regions, the Provinces and the Municipality where the Plants are located, the GSE, the ARERA, the Agenzia delle Entrate and the Agenzia delle
Dogane;
|
|
2.1.9. |
“Business Day” shall mean any calendar day (other than a Saturday or a Sunday) on which banking institutions are open for business in Italy and Luxembourg;
|
|
2.1.10. |
“Claim” shall mean a claim by the Purchaser the basis of which is (i) any breach of the Seller’s obligations and undertakings whatsoever under this Agreement or (ii) any other title, if any,
pursuant to or in connection with this Agreement;
|
|
2.1.11. |
“Closing” shall mean, with respect to all the SPVs, the execution of the Transfer Deed and, in general, the execution and exchange of all documents and agreements and the performance and
consummation of all obligations and transactions, respectively, required to be executed and exchanged and performed and consummated by the Parties on the Closing Date pursuant to this Agreement;
|
|
2.1.12. |
“Closing Date” shall mean the Date of Execution;
|
|
2.1.13. |
“Closing Payment” shall have the meaning set forth in Clause 4.2.1(i);
|
|
2.1.14. |
“Confidential Information” shall have the meaning set forth in Clause 10.2;
|
|
2.1.15. |
“Control”, “Controlled” or “Controlling” shall mean the possession, directly or indirectly, of the power to direct or
cause the director of the management or policies of any Person whether through ownership of voting securities, by contract, or otherwise, including the meaning set forth in article 2359, paragraph 1, nos. 1 and 2, and paragraph 2, of the
Italian civil code;
|
|
2.1.16. |
“Costantini Plant” shall have the meaning set forth in Recital (C)(a);
|
|
2.1.17. |
“Current O&M Contracts” shall mean the following operation & maintenance contracts:
|
|
(i) |
the O&M agreement entered into by Ellomay PV One and Geotevere S.r.l. on 3 November 2016;
|
|
(ii) |
the O&M agreement entered into by Ellomay PV Two and Geotevere S.r.l. on 14 November 2016;
|
|
(iii) |
the O&M agreement entered into by Ellomay PV Five and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(iv) |
the O&M agreement entered into by Ellomay PV Six and and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(v) |
the O&M agreement entered into by Ellomay PV Seven and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(vi) |
the O&M agreement entered into by Pedale and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(vii) |
the O&M agreement entered into by Murgia Solar and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(viii) |
the O&M agreement entered into by Luma Solar and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(ix) |
the O&M agreement entered into by Soleco and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
(x) |
the O&M agreement entered into by Tecnoenergy and Zaragozà Energy S.r.l. on 1 February 2017;
|
|
2.1.18. |
“D’Angella Plant” shall have the meaning set forth in Recital (C)(viii);
|
|
2.1.19. |
“Damages” shall mean any and all actual direct damages within the meaning of article 1223 of the Italian civil code, including for the avoidance of doubt any loss or shortfall in profit, income or
revenues;
|
|
2.1.20. |
“Date of Execution” shall mean the date on which this Agreement is signed, which will be the same date of the Closing Date;
|
|
2.1.21. |
“Del Bianco Plant” shall have the meaning set forth in Recital (C)(b);
|
|
2.1.22. |
“Dispute” shall have the meaning set forth in Clause 13.2;
|
|
2.1.23. |
“Due Diligence” shall have the meaning set forth in Recital (D);
|
|
2.1.24. |
“Due Diligence Documents” shall mean all of the documents and information made available to the Purchaser, its Affiliates and/or its Relevant Persons in a virtual data room from 19 June 2019 to 18
December 2019 including the Q&A process operated by the parties (as listed and reproduced in full in the DVD attached hereto as Schedule 2.1.24);
|
|
2.1.25. |
“Ellomay PV Five” shall have the meaning set forth in Recital (B)(iii);
|
|
2.1.26. |
“Ellomay PV Five Price” shall have the meaning set forth in Clause 4.1.1 (iii);
|
|
2.1.27. |
“Ellomay PV Five QHL Receivables” shall have the meaning set forth in Clause 1.1.1(a)(iii)(iii);
|
|
2.1.28. |
“Ellomay PV Five QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2 (iii);
|
|
2.1.29. |
“Ellomay PV Five Quota” shall have the meaning set forth in Clause 4.1.1(iii);
|
|
2.1.30. |
“Ellomay PV Five Quota Price” shall have the meaning set forth in Clause 4.1.2(iii)(b);
|
|
2.1.31. |
“Ellomay PV One” shall have the meaning set forth in Recital (B)(i);
|
|
2.1.32. |
“Ellomay PV One Price” shall have the meaning set forth in Clause 4.1.1(i);
|
|
2.1.33. |
“Ellomay PV One QHL Receivables” shall have the meaning set forth in Clause 4.1.1(i);
|
|
2.1.34. |
“Ellomay PV One QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(i)(a);
|
|
2.1.35. |
“Ellomay PV One Quota” shall have the meaning set forth in Clause 4.1.1(i) ;
|
|
2.1.36. |
“Ellomay PV One Quota Price” shall have the meaning set forth in Clause 4.1.2(i)(b);
|
|
2.1.37. |
“Ellomay PV Two” shall have the meaning set forth in Recital (B)(ii);
|
|
2.1.38. |
“Ellomay PV Two Price” shall have the meaning set forth in Clause 4.1.1(ii);
|
|
2.1.39. |
“Ellomay PV Two QHL Receivables” shall have the meaning set forth in Clause 4.1.1(ii) ;
|
|
2.1.40. |
“Ellomay PV Two QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(ii)(a);
|
|
2.1.41. |
“Ellomay PV Two Quota” shall have the meaning set forth in Clause 4.1.1(ii);
|
|
2.1.42. |
“Ellomay PV Two Quota Price” shall have the meaning set forth in Clause 4.1.2(ii)(b);
|
|
2.1.43. |
“Ellomay PV Seven” shall have the meaning set forth in Recital (B)(v);
|
|
2.1.44. |
“Ellomay PV Seven Price” shall have the meaning set forth in Clause 4.1.1(v);
|
|
2.1.45. |
“Ellomay PV Seven QHL Receivables” shall have the meaning set forth in Clause 4.1.1(v);
|
|
2.1.46. |
“Ellomay PV Seven QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(v)(a);
|
|
2.1.47. |
“Ellomay PV Seven Quota” shall have the meaning set forth in Clause 4.1.1(v);
|
|
2.1.48. |
“Ellomay PV Seven Quota Price” shall have the meaning set forth in Clause 4.1.2(v) (b);
|
|
2.1.49. |
“Ellomay PV Six” shall have the meaning set forth in Recital (B)(vi);
|
|
2.1.50. |
“Ellomay PV Six Price” shall have the meaning set forth in Clause 4.1.1(iv);
|
|
2.1.51. |
“Ellomay PV Six QHL Receivables” shall have the meaning set forth in Clause 4.1.1(iv);
|
|
2.1.52. |
“Ellomay PV Six QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(iv)(a);
|
|
2.1.53. |
“Ellomay PV Six Quota” shall have the meaning set forth in Clause 4.1.1(iv);
|
|
2.1.54. |
“Ellomay PV Six Quota Price” shall have the meaning set forth in Clause 4.1.2(iv)(b);
|
|
2.1.55. |
“Financing Agreements” shall mean the following financing agreements, along with the security interests and other agreements connected thereto:
|
|
(i) |
the financing agreement executed by Ellomay PV One and Centrobanca Banco di Credito Finanziario e Mobiliare S.p.A. on 17 February 2011;
|
|
(ii) |
the financing agreement executed by Ellomay PV Two, Ellomay PV Seven, Pedale, Soleco and Tecnoenergy and Mediocredito Italiano S.p.A. and Intesa Sanpaolo S.p.A. on 17 May 2018,
|
|
2.1.56. |
“Galatina Indemnity” shall have the meaning set forth in Clause 9.4.1;
|
|
2.1.57. |
“Galatina Plant” shall have the meaning set forth in Recital (C)(v);
|
|
2.1.58. |
“Giacchè Plant” shall have the meaning set forth in Recital (C)(ii)(a);
|
|
2.1.59. |
“GSE” shall mean Gestore dei Servizi Energetici S.p.A.;
|
|
2.1.60. |
“GSE Verification” shall mean the verification commenced by GSE in relation to the Pedale Plant by means of note GSE/P20170049412 22-06-2017 to the extent grounded on the basis of alleged
non-compliance of the installed Conergy modules model PM 230P-5 installed with the applicable rules concerning CEI EN 61215 certifications under the Decree 10 May 2010 (Third Conto Energia).
|
|
2.1.61. |
“Hazardous Materials” shall mean any substance, chemical or waste that is designated or defined (either by inclusion in a list of materials or by reference to exhibited characteristics) as
hazardous, toxic or dangerous, or as pollutant or contaminant, pursuant to any Applicable Law and Regulation;
|
|
2.1.62. |
“Indemnities” shall have the meaning set forth in Clause 9.1;
|
|
2.1.63. |
“Independent Auditor” shall mean an auditor of primary standing independent from the Parties and jointly appointed by the Parties, fit for the purposes of the tasks set forth in Clause 4.4. In case
of failure to reach an agreement in 5 Business Days, the Independent Auditor will be designated by the President of the Courts of Milan at the request of either Party;
|
|
2.1.64. |
“Insurer” shall mean a reputable insurance company providing the Warranty and Indemnity Policy;
|
|
2.1.65. |
“JPMC” shall have the meaning set forth in Clause 10.2;
|
|
2.1.66. |
“Land” shall mean, with respect to a Plant, the areas where it is located;
|
|
2.1.67. |
“Land Agreements” shall mean the agreements entered into with the relevant landowners and constituting Land Rights in favour of each SPV, as included in the Due Diligence Documents;
|
|
2.1.68. |
“Land Rights” shall mean all ownership, surface, easement rights and other titles to land on the Land created pursuant to the Land Agreements to build, own, operate, maintain, connect to the grid
and despatch the power produced by the Portfolio;
|
|
2.1.69. |
“Leakages” shall mean, with respect to a SPV, in the period between the Reference Date (excluded) and the Closing Date (included):
|
|
(i) |
any payment of any dividend (in cash or in kind) or other distribution of profits or assets, or any payments in lieu of any dividend or other distribution, paid or made, or agreed to be declared, or any repurchase or redemption of quota
(including any reduction of capital or repurchase of securities) of that SPV paid or agreed to be paid by such SPV to the Seller and/or its Affiliates or any of their Related Parties (other than the SPVs);
|
|
(ii) |
any payment or repayment or transfer of assets in payment or repayment of principal of interest or principal amount by such SPV to or for the benefit of the Seller and/or its Affiliates or any of their Related Parties (other than the
SPVs);
|
|
(iii) |
any other payment or cash extraction of whatever nature, other than those set forth above, made or agreed to be made by that SPV to the Seller and/or its Affiliates or any of their Related Parties (other than the SPVs) by whatsoever form
or means (including reimbursement of quotaholders’ loans (either for capital or for interests) or of any other kind of contribution made to that SPV);
|
|
(iv) |
the waiver, or agreement to waive, of any amount owed to that SPV by the Seller and/or its Affiliates or any of their Related Parties (other than the SPVs);
|
|
(v) |
any payments (including by way of set-off), indemnities or guarantees incurred or granted or any liabilities assumed, indemnified or incurred or agreed to be assumed, indemnified or incurred (including under any guarantee, indemnity or
other security) by or on behalf of such SPV to or for the benefit of the Seller and/or its Affiliates or any of their Related Parties (other than the SPVs);
|
|
(vi) |
any fee or bonus (whether in cash or in kind) paid, or present or future benefit granted by that SPV payable, to the Seller and/or its Affiliates or any of their Related Parties made or becoming payable, other than those provided in the
agreements included in the Due Diligence Documents;
|
|
(vii) |
any payment (whether in cash or in kind) by that SPV to the Seller and/or its Affiliates or any of their Related Parties in relation to expenses strictly related to the Transaction provided herein (including, for the sake of clarity, any
professional advisor fees and expenses paid and incurred by such SPV in connection with the Transaction, such as fees paid in connection with any investment banking fees, legal fees or Due Diligence costs);
|
|
(viii) |
the creation of any third-party rights over any assets or rights of that SPV for the benefit of the Seller and/or its Affiliates or any of their Related Parties (other than the SPVs);
|
|
(ix) |
any cost or Tax incurred by that SPV as a consequence of any of the foregoing;
|
|
(x) |
the incurring by that SPV in any obligation to effect any of the matters or actions listed above
|
|
(xi) |
any cost and expense related to the consent of the Lenders with respect to Financing Agreements up to the maximum amount provided under Clause 5.3.2;
|
|
2.1.70. |
“Lenders” shall mean the lenders under the Financing Agreements;
|
|
2.1.71. |
“Lien” shall mean (i) any private constraint (“vincoli privatistici”) (pledge, mortgage, seizure, privilege, usufruct, charge, lien, trust, right of
set-off, or other third party right or interest including any right of pre-emption, assignment by way of security, reservation of title or any other security interest of any kind however created or arising or any other agreement or
arrangement having similar effect) or (ii) any public constraint (“vincoli pubblicistici”) (environmental, urban constraints – hydrogeological, geomorphological, archeological, biogeographical,
landscape, forest, water protection, cultural goods, building ban, usi civici, public domain, livelli, emphyteusis), in each case, other than the Permitted Liens;
|
|
2.1.72. |
“Luma Solar” shall have the meaning set forth in Recital (B)(viii);
|
|
2.1.73. |
“Luma Solar Price” shall have the meaning set forth in Clause 4.1.1(viii);
|
|
2.1.74. |
“Luma Solar QHL Receivables” shall have the meaning set forth in Clause 4.1.1(viii);
|
|
2.1.75. |
“Luma Solar QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(viii)(a);
|
|
2.1.76. |
“Luma Solar Quota” shall have the meaning set forth in Clause 4.1.1(viii);
|
|
2.1.77. |
“Luma Solar Quota Price” shall have the meaning set forth in Clause 4.1.2(viii)(b);
|
|
2.1.78. |
“Massaccesi Plant” shall have the meaning set forth in Recital (C)(ii)(b);
|
|
2.1.79. |
“Murgia Solar” shall have the meaning set forth in Recital (B)(vi);
|
|
2.1.80. |
“Murgia Solar Price” shall have the meaning set forth in Clause 4.1.1(vii);
|
|
2.1.81. |
“Murgia Solar QHL Receivables” shall have the meaning set forth in Clause 4.1.1(vii);
|
|
2.1.82. |
“Murgia Solar QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(vii)(a);
|
|
2.1.83. |
“Murgia Solar Quota” shall have the meaning set forth in Clause 4.1.1(vii);
|
|
2.1.84. |
“Murgia Solar Quota Price” shall have the meaning set forth in Clause 4.1.2(vii)(b);
|
|
2.1.85. |
“NDA” shall have the meaning set forth in Clause 10.1;
|
|
2.1.86. |
“Notice of Claim” shall have the meaning set forth in Clause 7.4.1;
|
|
2.1.87. |
“Parties” shall have the meaning set forth in the preamble of this Agreement;
|
|
2.1.88. |
“Pedale” shall have the meaning set forth in Recital (B)(vi);
|
|
2.1.89. |
“Pedale Indemnity” shall have the meaning set forth in Clause 9.3.1;
|
|
2.1.90. |
“Pedale Plant” shall have the meaning set forth in Recital (C)(vi);
|
|
2.1.91. |
“Pedale Price” shall have the meaning set forth in Clause 4.1.1(vi);
|
|
2.1.92. |
“Pedale QHL Receivables” shall have the meaning set forth in Clause 4.1.1(vi);
|
|
2.1.93. |
“Pedale QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(vi)(a);
|
|
2.1.94. |
“Pedale Quota” shall have the meaning set forth in Clause 4.1.1(vi);
|
|
2.1.95. |
“Pedale Quota Price” shall have the meaning set forth in Clause 4.1.2(vi)(b);
|
|
2.1.96. |
“Permits” shall mean, with respect to each Plant, all and any permits, licenses, authorizations, approvals, consent, clearance, notice of no-objection (nulla osta),
environmental assessments, regulations (disciplinare), agreements with any authority (including, inter alia, the “autorizzazione unica” and any written
prescription from the Authority, connection regulations, connection agreements with the grid operator and incentives granted by the GSE), or similar documents and authorizations however named, as issued or required to be issued for the full
and proper operation of the Plant, pursuant to the Applicable Laws and Regulations;
|
|
2.1.97. |
“Permitted Leakages” shall mean the Leakages set out in Schedule 2.1.97;
|
|
2.1.98. |
“Permitted Liens” shall mean the pledges and mortgages and any other Lien, included in the Due Diligence Documents, existing as of the Date of Execution pursuant to the Financing Agreements;
|
|
2.1.99. |
“Person” shall mean any natural person, company, firm, partnership, joint-venture, corporation, association, government or political subdivision, agency or institution of a government, or any other
organization or entity;
|
|
2.1.100. |
“Plant” shall have the meaning set forth in Recital (C);
|
|
2.1.101. |
“Portfolio” shall have the meaning set forth in Recital (C);
|
|
2.1.102. |
“Potential Tax Liabilities” shall have the meaning set forth in Clause 9.2.1;
|
|
2.1.103. |
“Potential Tax Liabilities Indemnity” shall have the meaning set forth in Clause 9.2.1;
|
|
2.1.104. |
“Purchase Price” shall have the meaning set forth in Clause 4.1;
|
|
2.1.105. |
“Purchaser” shall have the meaning set forth in the preamble of this Agreement;
|
|
2.1.106. |
“Purchaser’s Notice” shall have the meaning set forth in Clause 4.4.3;
|
|
2.1.107. |
“Quota Price” shall have the meaning set forth in Clause 4.1.2;
|
|
2.1.108. |
“Quotas” shall have the meaning set forth in Recital (E);
|
|
2.1.109. |
“Quotaholder Loans” shall mean all the quotaholder loans made available by the Seller to the relevant SPV;
|
|
2.1.110. |
“Quotaholder Loans Receivables” shall have the meaning set forth in Recital (E);
|
|
2.1.111. |
“Quotaholder Loans Receivables Price” shall have the meaning set forth in Clause 4.1.2;
|
|
2.1.112. |
“Reference Date” shall mean 31 December 2018;
|
|
2.1.113. |
“Reference Financial Statements” shall mean the financial statements of the SPVs, as at the Reference Date, included in the Due Diligence Documents;
|
|
2.1.114. |
“Related Parties”: means, with respect to a Person, all the relevant Persons identified under the accounting principle IAS no. 24 (other than the SPVs);
|
|
2.1.115. |
“Relevant Person” shall mean, with respect to a Person, its former or current: shareholders, directors, officer, counsel, and financial, accounting and legal advisors except as otherwise stated in
Clause 2.1.3;
|
|
2.1.116. |
“Sanctions” shall have the meaning set forth in Clause 6.17.4;
|
|
2.1.117. |
“Seller” shall have the meaning set forth in the preamble of this Agreement;
|
|
2.1.118. |
“Seller Guarantees” shall mean (i) the parent company guarantee of Ellomay Capital Limited LTD dated 17 May 2018 to Mediocredito Italiano S.p.A. and Intesa San Paolo S.p.A and to the benefit of
Ellomay PV Two, with respect to “Ecoware Potential Liability and Withholding Potential Liability” and (ii) the parent company guarantee of Ellomay Capital Limited LTD dated 17 May 2018 to
Mediocredito Italiano S.p.A. and Intesa San Paolo S.p.A and to the benefit of Ellomay PV Two, Ellomay PV Seven, Pedale, Soleco, Tecnoenergy with respect to “Ecoware Potential Liability and Withholding
Potential Liability”, in both cases in relation to the relevant Financing Agreements;
|
|
2.1.119. |
“Seller’s Knowledge” shall mean the actual knowledge of a fact, circumstance or event of the directors, managers (dirigenti) of the Seller, the SPVs and the
other Persons listed in Schedule 2.1.119;
|
|
2.1.120. |
“Soleco” shall have the meaning set forth in Recital (B)(ix);
|
|
2.1.121. |
“Soleco Plant” shall have the meaning set forth in Recital (C)(ix);
|
|
2.1.122. |
“Soleco Price” shall have the meaning set forth in Clause 4.1.1(ix);
|
|
2.1.123. |
“Soleco QHL Receivables” shall have the meaning set forth in Clause 4.1.1(ix);
|
|
2.1.124. |
“Soleco QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(ix)(a);
|
|
2.1.125. |
“Soleco Quota” shall have the meaning set forth in Clause 4.1.1(ix);
|
|
2.1.126. |
“Soleco Quota Price” shall have the meaning set forth in Clause 4.1.2(ix)(b);
|
|
2.1.127. |
“SPVs” shall have the meaning set forth in Recital (B);
|
|
2.1.128. |
“Tax” or “Taxes” shall mean any Italian state or local tax, including registration tax, cadastral tax, mortgage tax, stamp duties, corporate income tax
(“IRES”), regional tax (“IRAP”), trade, wealth, value-added tax (“VAT”), sales, property or transfer tax, salary/wage tax, any other withholding tax, excise taxes, customs, duties, social security contributions, real estate municipality
taxes (“ICI”, “IMU”, “TASI”, “TARI”) or any other tax, as well as any tax and social security contributions, wherever and whenever imposed, in each case together with any interest, penalty, fine, addition to tax or other ancillary duties
or any other such charges within the meaning of any laws of foreign jurisdictions;
|
|
2.1.129. |
“Tax Returns” shall have the meaning set forth in Clause 6.19.1;
|
|
2.1.130. |
“Tecnoenergy” shall have the meaning set forth in Recital (B)(x);
|
|
2.1.131. |
“Tecnoenergy Plant” shall have the meaning set forth in Recital (C)(x);
|
|
2.1.132. |
“Tecnoenergy Price” shall have the meaning set forth in Clause 4.1.1(x);
|
|
2.1.133. |
“Tecnoenergy QHL Receivables” shall have the meaning set forth in Clause 4.1.1(x);
|
|
2.1.134. |
“Tecnoenergy QHL Receivables Price” shall have the meaning set forth in Clause 4.1.2(x)(a);
|
|
2.1.135. |
“Tecnoenergy Quota” shall have the meaning set forth in Clause 4.1.1(x);
|
|
2.1.136. |
“Tecnoenergy Quota Price” shall have the meaning set forth in Clause 4.1.2(x)(b);
|
|
2.1.137. |
“Third Parties Claim” shall have the meaning set forth in Clause 7.5.1;
|
|
2.1.138. |
“Transaction” shall mean the overall transaction contemplated by this Agreement, as better described in Clause 3;
|
|
2.1.139. |
“Transfer Deed” shall mean, with respect to all SPVs, the agreement which shall be executed for the sole purposes of article 2470 of the Italian civil code on the Closing Date for the purposes of
implementing this Agreement by transferring at the same time the Quotas of all SPVs from the Seller to the Purchaser;
|
|
2.1.140. |
“Tremonti Claims” shall mean the reimbursement claims filed by Tecnoenergy, Soleco, Pedale, Luma Solar, and Murgia Solar with the Italian Tax Authority according to the application of Law 388/2000
(so-called “Tremonti Ambiente”) to the relevant Plants benefitting from incentives under the so called Third Conto Energia or the so called Fourth Conto Energia feed-in laws, as detailed in Schedule 2.1.140 attached hereto;
|
|
2.1.141. |
“Tremonti Earn-out” shall have the meaning set forth in Clause 4.3.2;
|
|
2.1.142. |
“Troia 8 Plant” shall have the meaning set forth in Recital (C)(iv);
|
|
2.1.143. |
“Troia 9 Plant” shall have the meaning set forth in Recital (C)(iii);
|
|
2.1.144. |
“Warranties” shall have the meaning set forth in Clause 6.1;
|
|
2.1.145. |
“Warranty and Indemnity Policy” shall mean the warranty and indemnity liability policy for the Purchaser underwritten by the Insurer, to be entered into by the Purchaser and paid for by the
Purchaser.
|
2.2. |
Interpretative Rules
|
|
2.2.1. |
all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require;
|
|
2.2.2. |
the word “including” and any variation thereof shall mean “including without limitation” and shall not be construed to limit any general statement to the specific or similar items or matters following it;
|
|
2.2.3. |
the words “hereof”, “herein”, “hereto” and “hereunder” refer to this Agreement as a whole (including the Recitals and the Schedules), and not to any subdivision of this Agreement;
|
|
2.2.4. |
when calculating the period of days before which, by which, or following which any act is to be done or any step is to be taken pursuant to this Agreement, the day that is the reference date in calculating such period shall be excluded.
If the last day of such period is not a Business Day, the relevant period shall end on the next following Business Day. Unless otherwise expressly provided for, any period of time expressed in months shall be calculated as provided for in
article 2963, paragraphs 4 and 5 of the Italian civil code;
|
|
2.2.5. |
references to “Articles”, “Clauses”, “Recitals” and “Schedules” are to the articles, clauses, recitals and schedules of this Agreement, unless specified differently;
|
|
2.2.6. |
in case of discrepancies between the body of the Agreement and the Schedules, the former will prevail;
|
|
2.2.7. |
the division of this Agreement into Articles, Clauses and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
|
|
2.2.8. |
the obligation of a Party to cause any other Person (including a corporate body of any such Person) to undertake or to do something, or to procure that any other Person (including a corporate body of any such Person) undertakes or does
something, shall be construed as a “promessa dell’obbligazione o del fatto del terzo” for the purpose of article 1381 of the Italian civil code;
|
|
2.2.9. |
the obligation of a Party to use best efforts to accomplish an objective shall be construed as an “obbligazione di mezzi” and not as an “obbligazione di risultato”;
|
|
2.2.10. |
the governing language of this Agreement is English. Except as otherwise required by the Applicable Laws and Regulations, all notices, correspondence, information and other documents required under this Agreement shall be in the English
language. However, where in this Agreement an Italian term is given in italics or in italics in brackets after an English term and there is any inconsistency between the Italian and the English, the meaning of the Italian term shall
prevail;
|
|
2.2.11. |
the Parties have jointly participated in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and
no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
|
3. |
THE TRANSACTION
|
4. |
PURCHASE PRICE AND PAYMENT TERMS
|
4.1. |
Purchase Price
|
|
4.1.1. |
Upon the terms and subject to the conditions of this Agreement and without prejudice to Clauses 4.3 and 4.4, the aggregate amount to be paid by the Purchaser to the Seller as consideration for the
purchase of the Quotas and the Quotaholder Loan Receivables is equal to Euro 38,692,072.00 (thirty-eight million six-hundred-ninety-two thousand seventy-two/00) (the “Purchase
Price”), allocated as follows:
|
|
(i) |
an amount equal to Euro 2,899,933.00 as consideration for the transfer of 100% of the corporate capital of Ellomay PV One (the “Ellomay PV One Quota”) and the quotaholder loans receivables arising
out of the Quotaholder Loans made available by the Seller to Ellomay PV One outstanding as of the Closing Date (respectively, the “Ellomay PV One QHL Receivables” and the “Ellomay PV One Price”);
|
|
(ii) |
an amount equal to Euro 2,565,293.00 as consideration for the transfer of 100% of the corporate capital of Ellomay PV Two (the “Ellomay PV Two Quota”) and
the quotaholder loans receivables arising out of the Quotaholder Loans made available by the Seller to Ellomay PV Two outstanding as of the Closing Date (respectively, the “Ellomay PV Two QHL Receivables” and the “Ellomay PV Two Price”);
|
|
(iii) |
an amount equal to Euro 3,120,985.00 as consideration for the transfer of 100% of the corporate capital of Ellomay PV Five (the “Ellomay PV Five Quota”) and the quotaholder loans receivables
arising out of the Quotaholder Loans made available by the Seller to Ellomay PV Five outstanding as of the Closing Date (respectively, the “Ellomay PV Five QHL Receivables” and the “Ellomay PV Five Price”);
|
|
(iv) |
an amount equal to Euro 3,852,307.00 as consideration for the transfer of 100% of the corporate capital of Ellomay PV Six (the “Ellomay PV Six Quota”) and the quotaholder loans receivables arising
out of the Quotaholder Loans made available by the Seller to Ellomay PV Six outstanding as of the Closing Date (respectively, the “Ellomay PV Six QHL Receivables” and the “Ellomay PV Six Price”);
|
|
(v) |
an amount equal to Euro 1,873,089.00 as consideration for the transfer of 100% of the corporate capital of Ellomay PV Seven (the “Ellomay PV Seven Quota”) and the quotaholder loans receivables
arising out of the Quotaholder Loans made available by the Seller to Ellomay PV Seven outstanding as of the Closing Date (respectively, the “Ellomay PV Seven QHL Receivables” and the “Ellomay PV Seven Price”);
|
|
(vi) |
an amount equal to Euro 4,824,446.00 as consideration for the transfer of 100% of the corporate capital of Pedale (the “Pedale Quota”) and the quotaholder loans receivables arising out of the
Quotaholder Loans made available by the Seller to Pedale outstanding as of the Closing Date (respectively, the “Pedale QHL Receivables” and the “Pedale Price”);
|
|
(vii) |
an amount equal to Euro 3,086,459.00 as consideration for the transfer of 100% of the corporate capital of Murgia Solar (the “Murgia Solar Quota”) and the quotaholder loans receivables arising out
of the Quotaholder Loans made available by the Seller to Murgia Solar outstanding as of the Closing Date (respectively, the “Murgia Solar QHL Receivables” and
the “Murgia Solar Price”);
|
|
(viii) |
an amount equal to Euro 3,000,677.00 as consideration for the transfer of 100% of the corporate capital of Luma Solar (the “Luma Solar Quota”) and the quotaholder loans receivables arising out of
the Quotaholder Loans made available by the Seller to Lumar Solar outstanding as of the Closing Date (respectively, the “Luma Solar QHL Receivables” and the “Luma
Solar Price”);
|
|
(ix) |
an amount equal to Euro 7,021,641.00 as consideration for the transfer of 100% of the corporate capital of Soleco (the “Soleco Quota”) and the quotaholder loans receivables arising out of the
Quotaholder Loans made available by the Seller to Soleco outstanding as of the Closing Date (respectively, the “Soleco QHL Receivables” and the “Soleco Price”);
|
|
(x) |
an amount equal to Euro 6,447,240.00 as consideration for the transfer of 100% of the corporate capital of Tecnoenergy (the “Tecnoenergy Quota”) and the quotaholder loans receivables arising out of
the Quotaholder Loans made available by the Seller to Tecnoenergy outstanding as of the Closing Date (respectively, the “Tecnoenergy QHL Receivables” and the “Tecnoenergy
Price”).
|
|
4.1.2. |
The Purchase Price shall be split as follows:
|
|
(i) |
as to the Ellomay PV One Price,
|
|
(a) |
an amount equal to the Ellomay PV One QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Ellomay PV One QHL Receivables (the
“Ellomay PV One QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Ellomay PV One Quota (the “Ellomay PV One Quota Price”);
|
|
(ii) |
as to the Ellomay PV Two Price,
|
|
(a) |
an amount equal to the Ellomay PV Two QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Ellomay PV Two QHL Receivables (the
“Ellomay PV Two QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Ellomay PV Two Quota (the “Ellomay PV Two Quota Price”);
|
|
(iii) |
as to the Ellomay PV Five Price,
|
|
(a) |
an amount equal to the Ellomay PV Five QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Ellomay PV Five QHL Receivables
(the “Ellomay PV Five QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Ellomay PV Five Quota (the “Ellomay PV Five Quota Price”);
|
|
(iv) |
as to the Ellomay PV Six Price,
|
|
(a) |
an amount equal to the Ellomay PV Six QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Ellomay PV Six QHL Receivables (the
“Ellomay PV Six QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Ellomay PV Six Quota (the “Ellomay PV Six Quota Price”);
|
|
(v) |
as to the Ellomay PV Seven Price,
|
|
(a) |
an amount equal to the Ellomay PV Seven QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Ellomay PV Seven QHL Receivables
(the “Ellomay PV Seven QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Ellomay PV Seven Quota (the “Ellomay PV Seven Quota Price”);
|
|
(vi) |
as to the Pedale Price,
|
|
(a) |
an amount equal to the Pedale QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Pedale QHL Receivables (the “Pedale QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Pedale Quota (the “Pedale Quota Price”);
|
|
(vii) |
as to the Murgia Solar Price,
|
|
(a) |
an amount equal to the Murgia Solar QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of
the Murgia Solar QHL Receivables (the “Murgia Solar QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Murgia Solar Quota (the “Murgia Solar Quota Price”);
|
|
(viii) |
as to the Luma Solar Price,
|
|
(a) |
an amount equal to the Luma Solar QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Luma Solar QHL Receivables (the “Luma Solar QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Luma Solar Quota (the “Luma Solar Quota Price”);
|
|
(ix) |
as to the Soleco Price,
|
|
(a) |
an amount equal to the Soleco QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Soleco QHL Receivables (the “Soleco QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Soleco Quota (the “Soleco Quota Price”);
|
|
(x) |
as to the Tecnoenergy Price,
|
|
(a) |
an amount equal to the Tecnoenergy QHL Receivables outstanding as of the Closing Date (including, for the avoidance of doubt, any interest accrued thereon), as consideration for the purchase of the Tecnoenergy QHL Receivables (the “Tecnoenergy QHL Receivables Price”); and
|
|
(b) |
the balance, as consideration for the purchase of the Tecnoenergy Quota (the “Tecnoenergy Quota Price”).
|
|
4.1.3. |
Save only as otherwise expressly provided in this Agreement, the Parties acknowledge and expressly accept that the Purchase Price is not subject to any modification or adjustment, on any basis whatsoever.
|
|
4.1.4. |
For the sake of clarity and without limitation to the generality of Clause 4.1.3 above, the Parties further acknowledge and agree that all expenses, costs and liabilities whatsoever of the SPVs, including, but not limited to, those as
from 1 January 2019 (included), have ben already taken into account in the evaluation of the Purchase Price and - without prejudice to what expressly provided under Clause 4.3 (Tremonti Earn-out),
Clause 4.4 (Locked box) and Clause 9 (Special Indemnities) as well as to the Warranty and Indemnity Policy - shall be allocated to the Purchaser.
|
4.2. |
Payment Terms
|
|
4.2.1. |
Without prejudice to Clauses 4.3 and 4.4, the Parties agree that the Purchaser shall pay the entire Purchase Price to the Seller at Closing Date, by way of wire transfer of immediately available funds, free and clear of any counterclaim,
withholding or condition, on the bank account notified in writing by the Seller.
|
4.3. |
Tremonti Earn-out
|
|
4.3.1. |
The Parties acknowledge that certain SPVs (Tecnoenergy, Soleco, Pedale, Luma Solar, and Murgia Solar) have filed the Tremonti Claims with the competent Tax Authorities.
|
|
4.3.2. |
In the event that, within 5 (five) years after the Closing Date, following a final and enforceable order, injunction, judgment, decision, law, regulation, decree, determination, ruling, writ,
assessment or other award of the competent Authority(ies), any of the SPVs becomes entitled to any cash refund, benefits, payments, additional incentives, deduction or compensation right as a consequence of or in connection with any of
the Tremonti Claims and/or the facts and circumstances related to or underlying such Tremonti Claims without prejudicing the current feed-in tariff benefitted from such SPV(s) as a direct consequence thereof (hereinafter the “Tremonti Benefits”), the Purchaser shall promptly pay to the Seller, as additional consideration to the Purchase Price, (i) the 90% (ninety per cent) of the amount actually received (for the sake of
clarity, without any netting of any costs or expenses (including attorney’s fees) borne by the relevant SPV(s); plus (ii) an amount equal to, on a Euro per Euro basis, 90% (ninety per cent) of the amounts calculated as per Schedule 4.3.2 attached hereto (for the sake of clarity, without any netting of any costs or expenses (including attorney’s fees) borne by the relevant SPV(s) (hereinafter (i) and (ii)
above, the “Tremonti Earn-out”).
|
|
4.3.3. |
Seller will be entitled – but will have not the obligation - to handle, manage and decide upon any action related to or underlying any of the Tremonti Claims, and shall keep the Purchaser duly and timely informed and updated, it being
understood, for the sake of clarity, that the Seller shall have final decision making authority with regard to all aspects of the conduct and handling of said dispute, defense, compromise or appeal, and the Purchaser shall cause the
relevant SPVs to duly and promptly comply with the foregoing provisions. The Purchaser shall not, and shall ensure that the relevant SPVs shall not, make any exchanges, filing, admission, waiver in relation to any facts and circumstances
which may delay, prejudice, limit or jeopardize the Tremonti Claims and/or the Tremonti Earn-out, nor compromise, dispose of, waive or settle any of the may Tremonti Claims without the prior written consent of the Seller.
|
|
a) |
is in violation of any Applicable Laws and Regulations; or
|
|
b) |
causes acceleration of or events of default under the financing agreements in place at the time of the action/transaction, it being understood that such financing agreements shall not provide terms and conditions that may trigger such
acceleration or events of default strictly related to the Tremonti Claims; or
|
|
c) |
jeopardize the feed-in tariff benefitted from such SPV(s); or
|
|
d) |
intentionally causes a material Damage to the relevant SPV(s) (taking into account also Seller’s interest to the Tremonti Earn-out).
|
|
4.3.4. |
Should the Seller elect not to handle, manage and decide upon any action related to or underlying one or more Tremonti Claims, the Purchaser will be entitled to do so, it being understood that: (i) the Purchaser shall keep the Seller
duly and timely informed and updated (including, without limitation, promptly informing the Seller of any notices, communications and/or requests received by the relevant Authorities) and the Seller will be entitled to participate (at its
cost and expense) in any dispute, defense, compromise or appeal relating thereto; and (ii) the Purchaser shall, and shall cause the relevant SPVs to, duly and diligently defend against the facts and circumstances which may delay, prejudice,
limit or jeopardize the Tremonti Claims.
|
|
4.3.5. |
Following the Closing, the Purchaser shall promptly provide and shall cause the relevant SPVs to promptly provide, (i) all necessary documents, information and communications that the Seller (including its advisors) may require, as the
case may be, and (ii) all the cooperation and assistance which the Purchaser (including its advisors) may require, as it may be required for the full comprehension of any subject matters of the Tremonti Earn-Out and/or for the determination
of said Tremonti Earn-Out.
|
|
4.3.6. |
Without prejudice to the provisions set forth in Clause 4.3.5 above, the value of any Tremonti Earn-out, if any, shall be notified by the Purchaser to the Seller (or its permitted assignee or successor in title) by written notice
(hereinafter the “Tremonti Benefits Notice”). If, within 20 (twenty) Business Days following the delivery of a Tremonti Benefits Notice, the Seller has not notified the Purchaser of a written notice
of objection thereto, then the amount of the Tremonti Earn-out provided in the Tremonti Benefits Notice will be final and binding on the Purchaser and the Seller not having so objected.
|
|
4.3.7. |
If the Seller (or its permitted assignee or successor in title) timely notifies the Purchaser of said notice of objection, the provisions set forth in Clause 4.4.4 and Clause 4.4.5 below shall apply mutatis
mutandis.
|
|
4.3.8. |
Without prejudice to Clause 4.3.2 above but without duplication, in the event that, following the Closing, any of relevant SPVs enter into an assignment agreement with a third party by virtue of which it assigns to such third party on a
non-recourse basis (cessione del credito pro soluto) the receivables arising from any of the Tremonti Claims, then the Purchaser shall pay to the Seller, as consideration additional to the Purchase
Price, within 10 (ten) Business Days from the execution date of such assignment agreement, an amount equal to 90% (ninety per cent) of the assignment price provided under said agreement (hereinafter the “Assignment
Benefits”), (for the sake of clarity, without any netting of any costs or expenses (including attorney’s fees) borne by the relevant SPV(s) (hereinafter the “Tremonti Assignment Benefits Earn-Out”),
if the Seller, at its discretion, opts for said Tremonti Assignment Benefits Earn-Out in lieu of the Tremonti Earn-Out.
|
|
4.3.9. |
The Parties agree that all costs and expenses (including attorney’s fees) for handling the relevant Tremonti Claims shall be borne by the relevant SPV(s), and therefore, after Closing, by the Purchaser, it being understood that the
Seller shall not request the SPVs to bear unreasonable advisory fees.
|
4.4. |
Locked box
|
|
4.4.1. |
The Quotas shall be transferred free from any Lien except for the Permitted Liens with all rights and entitlements relating thereto and enjoinment including dividends, which shall be for the benefit of the Purchaser as from 1 January
2019 (included).
|
|
4.4.2. |
The Seller hereby undertakes to notify the Purchaser in writing, on Closing Date, of the occurrence of any Leakages and the amount of such Leakages. The Parties agree that the amount of any Leakages regarding a SPV so notified by the
Seller shall be deducted on a Euro per Euro basis from the relevant portion of the Purchase Price, provided that the Closing has occurred. The Purchaser shall have the right to challenge the determination of the Leakages notified by the
Seller only after the relevant Closing, in accordance with Clauses 4.4.3 and 4.4.4.
|
|
4.4.3. |
Without any prejudice to any Representation and Warranty (but, for the sake of clarity, without any duplication in respect thereof), the Purchaser will have 70 (seventy) Business Days after the Closing Date to verify, under penalty of
forfeiture (a pena di decadenza), the Seller’s compliance with Clause 4.4.2 and to provide the Seller with its request for the repayment of any Leakages, along with its calculation of the relevant
amount and supporting documentation (the “Purchaser’s Notice”). The Seller shall pay the amounts requested by the Purchaser in the Purchaser’s Notice on a Euro per Euro basis within 30 (thirty)
Business Days from its receipt, unless the Seller rejects in writing the Purchaser’s Notice within 30 (thirty) Business Days from its receipt, under penalty of forfeiture (a pena di decadenza).
|
|
4.4.4. |
If the Seller rejects the Purchaser’s Notice, during a period of 15 (fifteen) Business Days following the receipt of such Seller’s rejection notice the Parties will attempt to resolve any differences which they may have. If, at the end
of such period, the Parties fail to reach an agreement in writing with respect to any matter, then all the disputed items, and only such items (the “Disputed Items”), will be submitted to the
Independent Auditor, in accordance with the following procedure:
|
|
(i) |
the Independent Auditor will: (i) act as an arbitrator (arbitratore) pursuant to articles 1349, paragraph 1, and 1473, paragraph 1, of the Italian civil code, and will make a decision in the
interest of the Parties in a diligent and fair manner and in good faith (con equo apprezzamento e non con mero arbitrio); (ii) render its determination within 20 (twenty) Business Days of its
acceptance of the appointment; and (iii) determine the amount of any Leakage in accordance with the terms of this Agreement;
|
|
(ii) |
any examination or discussion with the Independent Auditor may take place only in the presence of both Parties (or advisors of both Parties), which will be afforded the opportunity to present to the Independent Auditor any document
relating to the Disputed Items and to discuss such Disputed Items with the Independent Auditor;
|
|
(iii) |
the assessment of the Independent Auditor will be limited to the Disputed Items; with respect to any Disputed Item submitted to the Independent Auditor for resolution, the determination of the Independent Auditor may not fall beyond the
maximum and minimum values set by the Parties;
|
|
(iv) |
the Parties will cooperate with the Independent Auditor and make available all the information, data and documents required by it for the purpose of rendering its determination;
|
|
(v) |
the Independent Auditor will have reasonable access to any information which it may deem necessary or appropriate for the purposes of its determination under this Clause;
|
|
(vi) |
the determination rendered by the Independent Auditor shall be given on the basis of the calculation rules set forth in this Agreement and shall be binding upon the Parties, except in the event of a evident error or evident iniquity or
fraud; and
|
|
4.4.5. |
the costs for the services rendered by the Independent Auditor will be paid by the Parties on a 50-50 basis.
|
|
4.4.6. |
If the Independent Auditor determines that the Seller has to reimburse a Leakage, the payment shall be executed within 10 Business Days of receipt of such determination.
|
|
4.4.7. |
The Parties agree that the Seller’s obligation to reimburse any Leakage due under this Clause 4.4 is independent from the Seller’s indemnification obligations under Clause 7, it being understood that in no event shall there be a
duplication of remedies. Any amount reimbursed by the Seller pursuant to this Clause 4.4 shall be deemed as an adjustment of the Purchase Price to the maximum extent permitted under the Applicable Laws and Regulations.
|
5. |
CLOSING
|
5.1. |
General
|
5.2. |
Pre-Closing/Closing Covenant
|
|
5.2.1. |
The Parties acknowledge that on or prior to the Date of Execution the Seller has caused the Ellomay PV Two to deliver to the relevant contractor termination notice pursuant to the relevant Current O&M Contract. In agreeing the
Purchase Price, the Parties have duly taken into account, inter alia and without limitations, the costs and disbursements associated or deriving from termination of the Current O&M Contracts.
|
|
5.2.2. |
The Parties further acknowledge that on the Closing Date the Purchaser shall pay to Ellomay Capital Ltd on behalf of Ellomay PV One an amount equal to Euro 84,986.00 in relation to the invoices no. 15258, 15224 and 15189, related to
admnistrative services in favor of Ellomay PV One.
|
5.3. |
Lenders
|
|
5.3.1. |
The Parties acknowledge that on or prior to the Date of Execution the relevant Lenders have granted their written consent to the Transaction in accordance with the provisions of the relevant Financing Agreements and (a) without
requiring, or threatening in writing to require, vis-à-vis the Seller and/or any SPV the termination, acceleration or renegotiation of any such Financing Agreements, (b) with full and unconditional release and discharge of the Seller and
any Seller’s Affiliates and their Related Parties from the Financing Agreements and any document, commitment, obligation or undertaking connected thereto, excluding only the Seller Guarantees (without prejudice to Clause 5.3.3 below), at
Closing, (c) without requiring any costs or expenses unpin the Seller and/or any of its Affiliates (save as provided in Clause 5.3.2 below).
|
|
5.3.2. |
Costs and expenses related to the consent of the Lenders, if any, shall be entirely borne by the Seller up to the maximum aggregate amount of Euro 65,000.00 (sixty-five thousand/00) (including for the sake of clarity any amount deducted
from the Purchase Price as Leakages pursuant to point (xi) of definition of “Leakages”), while the exceeding costs and expenses shall be borne by the Seller and the Purchaser on a 50-50 basis.
|
|
5.3.3. |
The Parties agree that:
|
|
(1) |
the Purchaser shall procure that the Seller and its Affiliates are fully, definitively and unconditionally released and discharged from each and all Seller Guarantees as soon as possible after the Closing Date and in any case within and
not later than 30 June 2020,
|
|
(2) |
the Purchaser shall hold and keep the Seller and its Affiliates harmless and indemnified from and against all actions, claims, proceedings, losses, damages, prejudices and all payments, costs or expenses possibly incurred by them
arising out of any of such Seller Guarantees,
|
|
(3) |
without prejudice to point (1) above, if, for whatever reason, the Seller and its Affiliates are not fully, definitively and unconditionally released and discharged in writing from each and all Seller Guarantees within and not later than
30 June 2020, then the Purchaser shall pay to the Seller, within and not later than 15 July 2020, as liquidated damages pursuant to article 1382 of the Italian civil code or in any case as indemnification, an amount equal to Euro
1,000,000.00 (one million) - amount that the Purchaser considers fair and not subject to any reduction and that shall be paid to the Seller free and clear of any set-off, objections and counterclaims – without prejudice to (i) the
persisting obligation of the Purchaser to achieve full, definitive and unconditional released and discharged of each and all Seller Guarantees and (ii) point (2) above including Seller’s right to claim for further damages, provided that
such indemnification shall be net of the amount already paid,
|
|
(4) |
notwithstanding anything to the contrary set forth in this Agreement or in the Applicable Law and Regulations, the Seller and its Affiliates shall have no liability, on any basis whatsoever, towards the Purchaser, its Affiliates and/or
the SPVs for any damages, losses or prejudices suffered or incurred by the Purchaser, any of its Affiliates and/or the SPVs as a consequence of, or in connection with, the Seller Guarantees.
|
5.4. |
Date and place of the Closing
|
5.5. |
Deliveries at Closing
|
|
5.5.1. |
On the Closing Date, the Parties shall perform the following actions, which (regardless of their time sequence) shall be deemed to occur simultaneously and to constitute one single transaction (provided further that in respect of any
action to be performed by the SPVs the Seller shall procure that each SPV performs such action):
|
|
(i) |
the Purchaser shall pay to the Seller the entire Purchase Price for the purchase of the Quotas of all SPVs (net of the Leakages notified for each SPV by the Seller under Clause 4.4.2, if any, and without prejudice to Clause 4.3) as per
Clause 4.2, into the bank account(s) that will be indicated to the Purchaser;
|
|
(ii) |
the Seller and the Purchaser shall execute the Transfer Deed for the purposes of transferring the Quotas to the Purchaser;
|
|
(iii) |
the Seller and the Purchaser shall enter into agreements (in the form attached hereto as Schedule 5.5.1(iii)) whereby the relevant Quotaholder Loans Receivables shall be assigned by the Seller to the Purchaser, and the Purchaser
shall pay to the Seller the relevant consideration (the “Quotaholder Loans Assignment Agreements”);
|
|
(iv) |
the Seller shall procure that the relevant directors of each SPV resign, and confirm in their written resignation (in the form attached hereto as Schedule 5.5.1(iv) that they have no claim towards the relevant SPV;
|
|
(v) |
the Purchaser shall deliver to the Seller an indemnity and hold harmless letter for the benefit of each of the resigning directors of each SPV providing the release and discharge, to the maximum extent permitted by the Law, of the
relevant resigning director from and against any and all liabilities, except for gross negligence (colpa grave) or willful misconduct (dolo), arising out of
or in connection with their activities and functions carried out or the entire period of their office up to (and including) the Closing Date (in the form attached hereto as Schedule 5.5.1(v));
|
|
(vi) |
the Seller shall cause, in relation to each SPV, that the relevant quotaholders’ meeting is validly held, in order to resolve upon (i) the acceptance of the resignation of the respective previous directors confirming that they have no
claims for termination, loss of office, unpaid remuneration or otherwise vis-à-vis that SPV and with full release and discharge, to the maximum extent permitted by the Law, the relevant resigning directors from and against any and all
liabilities except for gross negligence (colpa grave) or willful misconduct (dolo), arising out of or in connection with their activities and functions
carried out as directors for the entire period of their office up to (and including) the Closing Date, and (ii) the appointment of the new directors/sole director to be designated by the Purchaser and communicated to the Seller prior to the
Closing Date;
|
|
(vii) |
the Seller shall procure the revocation effective as of the relevant Closing Date of each and all the powers of attorney and proxies granted by each SPV (if any) and it shall deliver to the Purchaser a copy of the letters from the
persons holding such power of attorney and proxies, if any, confirming that they have no claims for the revocation of their powers of attorney and proxies;
|
|
(viii) |
the Seller shall make available (as applicable and to the extent not already provided before Closing) to the Purchaser the documents, data and information listed below:
|
|
(a) |
each SPV’s certified email account (PEC) credentials;
|
|
(b) |
each Plant’s gates and cabins keys;
|
|
(c) |
each Plant’s monitoring system credentials (if applicable);
|
|
(d) |
each Plant’s DVR/ccTV IP and related ports addresses;
|
|
(e) |
each Plant’s video surveillance system access credentials;
|
|
(f) |
each Plant’s security service system identification password;
|
|
(g) |
each Plant’s Gaudì portal;
|
|
(h) |
each SPV’s antimafia declarations (“Dichiarazioni antimafia”).
|
|
(ix) |
the Purchaser shall accede to and enter into any agreement or deed required to cause release of the Seller and, if applicable, Seller’s Affiliates under Clause 5.3.1 above as requested by the Lenders and/or appropriate, including Seller
Guarantees (without prejudice to the provision set forth under Clause 5.3.7. above);
|
|
(x) |
the Parties shall execute and deliver (and the Seller shall procure that each SPV executes and delivers) such other instruments as may be necessary under Applicable Laws and Regulations to complete the transfer of the Quotas and the
Quotaholder Loans Receivables to the Purchaser.
|
|
5.5.2. |
The Parties mutually acknowledge and agree that the actions and transactions constituting the Closing pursuant to Clause 5.5.1 shall be regarded as one single transaction, so that, at the option of the Party having interest in the
performance of the relevant specific action or transaction, no action or transaction constituting the Closing shall be deemed to have taken place if and until all other actions and transactions referred above shall have been properly taken
or performed. At the option of the non-defaulting Party any and all actions and transactions performed by the defaulting Party in light of Closing shall be unwound and reversed back so as to reconstitute the original status quo. This shall
be without prejudice to the right of the non-defaulting Party to take any action in respect of the non-performance by the defaulting Party. The Parties acknowledge the essential nature of this provision.
|
|
5.5.3. |
The Transfer Deed, shall not affect, be deemed a waiver of or to, amend or have any novative effect (effetto novativo) upon, the provisions of this Agreement.
|
5.6. |
Post-Closing Obligations
|
|
5.6.1. |
The Parties shall mutually provide any available information or documentation reasonably requested by the other Party required to comply with anti-money laundering laws and regulations (the “AML Laws”),
including to the Bank Secrecy Act and the U.S. PATRIOT Act, so long as permitted by the Applicable Laws and Regulations.
|
6. |
WARRANTIES OF THE SELLER
|
6.1. |
General
|
6.2. |
No Indemnification for breach of Warranties
|
|
a) |
the Warranty and Indemnity Insurance shall provide the express exclusion of any Seller’s and its relevant Persons’ responsibility and liabilities, on any basis whatsoever, in respect of the Warranties provided thereunder, with the sole
exception of the case of fraud (frode);
|
|
b) |
the Purchaser and the Insurer shall enter, on the Date of Execution, into the Warranty and Indemnity Insurance. On the Date of Execution, the Purchaser shall give evidence to the Seller of the execution by the Purchaser of the Warranty
and Indemnity Insurance, under which the Insurer has no right of recourse against the Seller, with the sole exception of the case of fraud (frode) and waives and undertakes not to exercise against
the Seller, its Affiliates, directors, officers and SVPs’ directors on office before the Closing Date any right of subrogation or other remedy acquired under, or in connection with, the Insurance or Applicable Laws and Regulation, with the
sole exception, as to Seller, of the case of fraud (frode);
|
|
c) |
notwithstanding any other provision set forth in this Agreement and/or of the Applicable Law and Regulation to the contrary, the Purchaser’s exclusive and only recourse in respect of any damage, loss, detriment and prejudice however
incurred or suffered by the Purchaser or any of its Affiliates (which, after the Closing, will also include the SPVs) as to any Warranties shall be only under the Warranty and Indemnity Insurance;
|
|
d) |
the Seller (and its Affiliates, directors, officers and SPVs’ directors on office before the Closing Date) shall have no responsibility or liability whatsoever in respect of any damage, loss, detriment or prejudice however incurred or
suffered by the Purchaser or any of its Affiliates (which, after the Closing, will include the SPVs) as a result of any Warranties, including for the avoidance of any doubt in any circumstance where the Purchaser is not able for any reason
whatsoever to subscribe the Warranty and Indemnity Insurance or to obtain indemnity under the Warranty and Indemnity Insurance (including any refusal by the Insurer to indemnify for invalidity or ineffectiveness of the Warranty and
Indemnity Insurance, breaches by the Purchaser of provisions of the Warranty and Indemnity Insurance, wrong submission by the Purchaser of claims under the Warranty and Indemnity Insurance, application of limitations such as de minimis,
thresholds and/or caps, duration, exclusions, qualifications or any other reason);
|
|
e) |
the Purchaser represents and warrants that the Warranty and Indemnity Insurance shall provide, for its entire duration, the Insurer’s right of recourse against third parties (including the Seller) only in case of such third parties’
fraud (frode); the Insurer shall have no action, claim and right of recourse (i) vis-à-vis the Seller, its Affiliates, directors, officers and SVPs’ directors on office before the Closing Date (A)
with respect to any sum or indemnification paid or to be paid by the Insurer to the Purchaser and/or any other beneficiary under the Warranty and Indemnity Insurer and (B) excluding, as to actions, claims and rights of recourse, if any,
against the Seller, only the cases of fraud (frode) of the Seller, it being understood that in any case the Purchaser, also pursuant to article 1411 of the Italian civil code, shall indemnify and
hold harmless the persons and entities above from any recourse of the Insurer in cases other than, as to the Seller, fraud (frode);
|
|
f) |
on the Closing Date, the Purchaser shall provide to the Seller evidence of the payment of the relevant premium under the Warranty and Indemnity Insurance to the Insurer; and
|
|
g) |
the Purchaser expressly considered the foregoing when agreeing the Purchase Price and the terms of this Agreement.
|
6.3. |
No other representations or warranties
|
6.4. |
No recourse against third Persons
|
6.5. |
Accuracy of the Warranties
|
6.6. |
Incorporation and existence of the Seller
|
|
6.6.1. |
The Seller is a company duly organized and validly existing under the laws of Luxembourg.
|
|
6.6.2. |
The Seller (a) is not under dissolution (liquidazione), nor has it passed any resolution for its voluntary winding up (scioglimento), merger, dissolution
or liquidation; or (b) is not insolvent or subject to any bankruptcy or insolvency proceeding nor has it ever filed any application for admittance to any bankruptcy or insolvency procedure or similar proceedings.
|
6.7. |
Authority, Consents, No Conflicts
|
|
6.7.1. |
The Seller has full legal right, power and the authority to enter into this Agreement and the other documents to be executed pursuant to this Agreement and to perform the Transaction provided for herein and the performance of this
Agreement without the necessity for the Seller of obtaining any prior consent, approval or authorization, except for the consent provided for under Clause 5.4.1 (Lenders’ consent). The execution and delivery of this Agreement and the
completion of the Transaction provided for hereunder do not violate the Seller’s by-laws or constitute a breach by the Seller or give rise to a right of termination, cancellation, acceleration or amendments of any contract or other
commitment undertaken by it, or violate any Permits, judgement, order, injunction, award, decree or Applicable Law and Regulation applicable to the Seller, nor will result in the creation or imposition of any Lien on the Quotas.
|
|
6.7.2. |
This Agreement has been duly executed and contains valid and binding obligations on the Seller enforceable against it in accordance with its terms.
|
6.8. |
No Brokers
|
6.9. |
Incorporation and good standing of the SPVs
|
|
6.9.1. |
Each SPV is a limited liability company (società a responsabilità limitata) duly organized and validly existing in good standing under Italian law.
|
|
6.9.2. |
Each SPV is not insolvent or involved in any insolvency, bankruptcy or liquidation (liquidazione) proceedings, reorganization, nor has it ever filed any application for admittance to any
bankruptcy or insolvency procedure or similar proceedings, nor has it passed any resolution for its voluntary winding up (scioglimento), merger, dissolution or liquidation, nor is it incurred in any
of the circumstances provided under articles 2482-bis and 2482-ter of the Italian civil code and there are not proceedings or legal actions of that kind by any creditors, quotaholders, receivers or public authorities pending or threatened
in writing in respect thereto. No voluntary arrangement, compromise or similar arrangements with creditors has been proposed, agreed or sanctioned.
|
6.10. |
SPVs’ Quotas
|
|
6.10.1. |
The entire corporate capital of each SPV is duly authorized, validly issued, fully subscribed and paid-in and it is owned by the Seller, with good and valid title thereto. No SPV nor the Seller are a party to any agreement which would
permit any third party Person to control such SPVs or obligate any such SPVs to transfer its profits to such third party Person.
|
|
6.10.2. |
There are no Liens on the Quotas other than the Permitted Liens and there are no options, warrants or conversion, exchange, subscription or pre-emption rights or other agreements, contracts or commitments of any kind, or outstanding
resolutions of the relevant corporate bodies obligating the SPVs to issue to any third party quotas, options, warrants or other securities, or entitling any other Person to purchase or exercise the voting rights or other rights of control
in respect of the Quotas.
|
|
6.10.3. |
Subject to the Closing having occurred, at the relevant Closing Date, the Purchaser shall be the sole owner of the Quotas which shall be transferred with all rights and entitlements relating thereto, including the right to receive
dividends and other distributions.
|
|
6.10.4. |
The SPVs are not the owners (or the holders under any other title), directly or indirectly, of any equity interest in any corporation, partnership, other association, entity or undertaking (wherever incorporated or formed).
|
|
6.10.5. |
Each and all acts, contracts and transactions relevant to each SPV and performed or entered into by each SPV, to the Seller’s Knowledge, have been carried out in accordance with market value, and are not subject to being declared null
and void, annulled, rescinded, terminated, or clawed back.
|
|
6.10.6. |
There is no outstanding indebtedness, except for the Quotaholder Loans Receivables and no outstanding contract, commitment or arrangement of any SPV vis-à-vis the Seller or any Seller’s Affiliate nor any outstanding credit or contract of
any such SPV vis-à-vis the Seller or any Seller’s Affiliate.
|
|
6.10.7. |
To the Seller’s Knowledge the direct acquisition of the Quotas and any of the assets composing the Portfolio by the Seller and/or its relevant Affiliates from all the relevant predecessors in title is not subject to being declared null
and void, annulled, rescinded, terminated or revoked for any reason whatsoever, including in the event of insolvency of any of such predecessors in title. The consideration for the Quotas by the Seller and/or its relevant Affiliates from
all the relevant predecessors have been paid in full.
|
|
6.10.8. |
Since the incorporation date of each SPV, the relevant quotaholders’ and directors’ meetings have been validly held and the relevant minutes reflect all of the matters, in all material respects, dealt with and the relevant resolutions
adopted, and have been properly signed by all of the persons legally entitled to do so and duly recorded into each respective corporate book.
|
6.11. |
Quotaholder Loans Receivables
|
|
6.11.1. |
The Quotaholder Loans Receivables are free from any Lien excepting the Permitted Liens.
|
|
6.11.2. |
Subject to the Permitted Liens, the Seller has valid legal and marketable title on the Quotaholder Loans Receivables and the right, power and authority to sell, assign, transfer and deliver valid and marketable title on the Quotaholder
Loans Receivables, upon the terms and subject to the conditions of this Agreement and of the Quotaholder Loans Assignment Agreements.
|
|
6.11.3. |
Pursuant to the terms and conditions of this Agreement, subject to the Closing having occurred, the Purchaser will acquire ownership of, and good and marketable title to, the Quotaholder Loans Receivables, free and clear of any Lien
excepting the Permitted Liens.
|
|
6.11.4. |
The Seller has not entered into any agreement or commitment to give or create any Lien in respect of the Quotaholder Loans Receivables excepting the Permitted Liens.
|
|
6.11.5. |
No Person has any right, contingent or otherwise, to acquire the Quotaholder Loans Receivables excepting the Permitted Liens.
|
6.12. |
No Conflict
|
6.13. |
Reference Financial Statements, accounting and corporate books
|
|
6.13.1. |
The Reference Financial Statements have been prepared in accordance with the Applicable Laws and Regulations and the Accounting Principles, consistently applied by each SPV according with their relevant past practice actually adopted by
each SPV, and such Reference Financial Statements present a reasonably accurate view of and materially reflect, in accordance with such Accounting Principles, the assets, liabilities, quotaholders’ equity and financial position of each SPV
as at the Reference Date and of their relevant revenues and expenses, the result of their operations and the changes in their relevant financial position for the 12 (twelve) month period then ended, taking into account the purpose for which
they have been prepared.
|
|
6.13.2. |
There has been no extraordinary cost which has been incurred by any SPV between the Reference Date and the Date of Execution for the extraordinary replacement of any part of any Plant or extraordinary interventions on any Plant, which in
aggregate for each SPV does not exceed Euro 100,000.00.
|
|
6.13.3. |
Each SPV’s accounting books, corporate books and records are up-to-date as of the latest quarterly closing of September 30, 2019 and have been kept in compliance with the Accounting Principles and the Applicable Laws and Regulations and
accurately reflect, in accordance with such Applicable Laws and Regulations and with the Accounting Principles (applied consistently with the accounting policies, bases and practice actually adopted in the past by each SPV), all facts and
transactions required to be recorded therein.
|
|
6.13.4. |
Since the Reference Date through the Date of Execution, to the Seller’s Knowledge each SPV has been conducted in accordance with the Applicable Laws and Regulations and with its ordinary course and consistently with past practice
|
6.14. |
Finance Documents
|
|
6.14.1. |
Each SPV has not entered into any financial lease agreement, loan agreement, hedging agreement or other hedging transaction with third parties other than the Financing Agreements.
|
|
6.14.2. |
Except for the Permitted Liens, no SPV has created or granted any security interest or guarantee, and no security interests or guarantees have been created or granted by third parties in the interest of any such SPV and/or of the Seller.
|
|
6.14.3. |
The Financing Agreements and the relevant Permitted Liens created thereunder are in full force and effect.
|
|
6.14.4. |
Subject to Clause 5.2.1, the transfer of ownership of the relevant portion of the Quotas does not constitute and will not constitute at the relevant Closing Date an event of default under any Financing Agreement and the relevant
Permitted Liens created thereunder.
|
|
6.14.5. |
No SPV nor, to the Seller’s Knowledge, other parties to the relevant Financing Agreement is in breach thereunder in any material respect and none of the security interests or guarantees has been enforced, nor any written notice of
alleged default or enforcement has been received under any Financing Agreement by or to any SPV. To the Seller’s Knowledge no relevant events and/or distribution block is outstanding and, within the meaning of the relevant Financing
Agreement, no termination or acceleration has taken place.
|
6.15. |
Permits; Incentives; Portfolio; Land
|
|
6.15.1. |
All the Permits needed to construct, own, run and operate each Plant composing the Portfolio have been obtained in accordance with the Applicable Laws and Regulations and are in full force and effect. No SPV is in breach of any provision
of Applicable Laws and Regulations with respect to any Permit, including payment of fees to the relevant Authorities, in any material respect.
|
|
6.15.2. |
Each Plant has been constructed in compliance with the authorised final design and has all the requirements and/or have legitimately obtained, as the case may be, the incentives granted by the GSE, in
accordance with the Applicable Laws and Regulations and based on valid and legitimate Permits and procedures. No claims have been notified by the GSE in relation to the entitlement of any SPV to the incentives.
|
|
6.15.3. |
The variation and replacement of the Plant’s components which were necessary to be communicated, has been communicated to the GSE, as well the serial number and/or registration number of modules or other components has been updated in
the GSE web portal. With respect to the authorized project of each PV Plant, no substantial variation (variante sostanziale) has been implemented without approval of the Authority. No variation or replacement of modules or other components
has ever triggered a variation of the features/configuration of any such Plant.
|
|
6.15.4. |
Each SPV, as far it is concerned, is the sole and legitimate owner of the relevant Plant(s) and it holds, by virtue of valid and enforceable instruments, the relevant Land Rights. The Land Rights owned or otherwise held by the relevant
SPV are regularly registered (registrati e trascritti) where required pursuant to Applicable Laws and Regulations. The Land Rights are those necessary for the construction, connection to the grid,
operation, maintenance, ownership and commercial exploitation of the relevant Plant as currently constructed, connected to the grid, operated, maintained, owned and commercially exploited. No Liens exist on the Lands, other than the
Permitted Liens, which may materially jeopardize the construction, connection to the grid, operation, maintenance, ownership and commercial exploitation of any Plant and/or the legitimacy of the Permits, as currently constructed, connected
to the grid, operated, maintained, owned and commercially exploited.
|
|
6.15.5. |
The Land Agreements are valid and effective according to their terms and conditions.
|
|
6.15.6. |
No SPV has received any written notice of any revocation, termination or invalidity of any of the relevant Land Agreements.
|
|
6.15.7. |
The grid operator has been granted all the easement rights (diritti di servitù) and other applicable rights necessary for the connection of each Plant to the grid.
|
|
6.15.8. |
No claim has been notified in writing by any third party or authority to any SPV in relation to any Permit, the incentives granted by the GSE and the Land Rights as to title, validity, enforceability or otherwise.
|
|
6.15.9. |
To the Seller’s Knowledge, there are no circumstances, facts, events, breaches or omissions which (a) could give rise to the termination (risoluzione/recesso), revocation (revoca), annulment (annullamento), forfeiture (decadenza) of any Permit and/or seizure of any Plant on lawful ground or (b) could give right
to any authority to issue, any regulation, ordinance, decree, rule, directive, order, injunction or other legally binding provision to the effect of, temporarily or permanently, in whole or in part, prevent or otherwise disrupt the
occupation of the Land by the relevant SPV on lawful ground or (c) may lawfully ground the revocation, suspension or reduction of any incentive granted to any Plant, and neither the Seller nor any SPV has received no written notice to that
effect.
|
6.16. |
Litigations
|
|
6.16.1. |
To the Seller’s Knowledge no SPV:
|
|
(i) |
is involved whether as a claimant or as a defendant (whether or not before a Court, an arbitration tribunal or any other authority or otherwise) in any pending litigations, including mediation, whether of a civil, criminal, labour,
social security, administrative proceedings or other nature;
|
|
(ii) |
has threatened to any Person to bring against this Person any claim, nor has it received any written notice to that effect from a third party.
|
|
6.16.2. |
There is no pending order, decree, decision or judgment of any EU, national or local governmental or regulatory authority notified in writing against any SPV and relating to non-compliance with Applicable Laws and Regulations.
|
|
6.16.3. |
To the Seller’s Knowledge there is no pending or threatened claim or litigation of a civil, criminal or administrative nature, by or before any authority, against any of the Seller’s or SPVs’ Relevant Persons which is of such nature as
to be capable of resulting in Damages to any SPV.
|
6.17. |
Compliance with the anti-bribery and anti-corruption Applicable Laws and Regulations
|
|
6.17.1. |
The Seller, each SPV and, to the Seller’s Knowledge, their respective officers, employees, Relevant Persons or any other individual or any agents or consultants acting for or on behalf of the foregoing, directly or indirectly, have not
violated and are not in violation of any Applicable Laws and Regulations regarding anti-bribery and anti-corruption, AML Laws, and Legislative Decree no. 231 of 8 June 2001, as further amended. There is not and has not been any governmental
or other investigation, enquiry or action (including any suspension, fine, penalty or citation) against the Seller or any SPV and notified to the Seller or any SPV, and, to the Seller’s Knowledge, their respective Relevant Persons or any
other individuals or companies acting for or on behalf of the Seller or each SPV concerning non-compliance with the before mentioned Applicable Laws and Regulations and none is pending or threatened in connection with any SPV and their
relevant business. To the Seller’s knowledge, no fact, matter or circumstance exists which might give rise to an investigation, enquiry, proceeding or action of such type.
|
|
6.17.2. |
None of the Seller or the SPVs, and, to the Seller’s Knowledge, any of their respective officers, employees, Relevant Persons or any other individual or, to their knowledge, any agents or consultants acting on behalf of any of the
foregoing, directly or indirectly, has, in relation to any SPV and/or the Portfolio: (i) engaged in any activity, practice or conduct that would constitute a violation or breach, or otherwise violated or is in violation of any,
anti-corruption law, applicable to them, including but not limited to Legislative Decree no. 231 of 8 June 2001, as further amended, the Foreign Corrupt Practices Act of 1977 of the United States of America (as further integrated and
amended) and the UK Bribery Act of 2010; (ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to a governmental official, or to any other person, while knowing or believing that
all or some portion of the money or value will be offered, given, or promised to a governmental official or other person for the purposes of obtaining or retaining business of securing any improper advantage or in other circumstances when
such offer, payment, or promise would be unlawful; or (iii) has been subject to any investigation by any governmental authority with regard to any actual or alleged breach of any anti-corruption law.
|
|
6.17.3. |
The Seller, any beneficial owner of it, any Person Controlling or Controlled by the Seller and the SPVs are in compliance with all AML Laws related to the prevention of money laundering and terrorist financing in the jurisdictions in
which the Seller and/or the SPVs operate.
|
|
6.17.4. |
Neither the Seller or the SPVs are a Person that is, or is owned or controlled by Persons that are: (a) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control
(OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, the “Sanctions”), or (b)
located, organized or resident in a country or territory which is, or whose government is, the subject of the Sanctions.
|
|
6.17.5. |
Neither the Seller, any beneficial owners of the Seller, any Person Controlling or Controlled by the Seller, nor the any of the SPVs is a Senior Foreign Political Figure (“SFPF”), an immediate
family member of a SFPF, or a close associate of a SFPF.
|
|
6.17.6. |
Neither the Seller, any beneficial owners of the Seller, any Person Controlling or Controlled by the Seller or the SPVs is a shell bank.
|
6.18. |
Environment
|
|
6.18.1. |
To the Seller’s Knowledge, each SPV has complied with, and the business, operations, assets, equipment (including the relevant Plant), the Lands, without limitation, are in compliance with, the provisions of Applicable Laws and
Regulations regarding environmental, health and safety. Each SPV has been granted with all the Permits required under any Applicable Laws and Regulations regarding environmental and health and safety matters.
|
|
6.18.2. |
No SPV has received any written notice of violation(s) of any Applicable Laws and Regulations regarding environmental, health or safety matters.
|
|
6.18.3. |
To the Seller’s Knowledge, no SPV has received any written notice, of any event, which, due to issues connected to any non-compliance with Applicable Laws and Regulations regarding environmental and health and safety, might reasonably be
expected to (a) give rise to the revocation, termination or invalidity of the Permits; or (b) otherwise prevent, materially adversely affect, restrict or interfere with the normal operation of the business of any SPV.
|
6.19. |
Taxes
|
|
6.19.1. |
Each SPV has duly and timely filed returns and reports relating to Taxes and any other documents for all Taxes (“Tax Returns”) that must be filed pursuant to the Applicable Laws and Regulations.
Such Tax Returns are true, complete, correct, accurate in any material respect, pursuant to the Applicable Laws and Regulations.
|
|
6.19.2. |
Each SPV has made all due payments, deductions, and/or withholding to be made with respect to Taxes, including those resulting from the filed Tax Returns and any undisputed written notice, assessment or injunction received from any
competent Tax authority.
|
|
6.19.3.
|
Each SPV has applied exemptions from withholdings to the payments made to the shareholder or to any foreign Affiliates, including but not limited to the exemptions under the Parent – Subsidiary EU Directive, in compliance with any
applicable law provision.
|
|
6.19.4. |
There are no pending or threatened (in writing) notices of assessments for Taxes due, audits, written Tax claims or proceedings before any judicial or administrative authority in connection with the assessment of Taxes against any SPV.
|
|
6.19.5. |
The U.S. federal tax classification of each SPV was not relevant (for the purposes of Section 301.7701-3 of Title 26 of the U.S. Code of Federal Regulations) within the 60 (sixty) months prior to the Closing Date.
|
6.20. |
Employment
|
|
6.20.1. |
Each SPV has never employed any employee and to the Seller’s Knowledge there is not and there has not been any: (i) Person (e.g. consultant, self-employee, collaboratore a progetto, temporary
worker, employee employed by any subcontractor of any SPV etc.) entitled to be qualified, reinstated, or anyhow treated as employee of the SPVs; or (ii) Person and/or authority entitled to claim against any SPV in connection with the
payment of any salary, salary items, including deferred salaries, salary differences, any employment-related indemnities.
|
|
6.20.2. |
Each SPV has complied with the rules set forth in Legislative Decree No. 81 dated 9 April 2008, as further amended, regarding the safety of the working places.
|
|
6.20.3. |
There is no litigation pending or threatened in writing by any Person concerning employment and/or the right to be qualified, reinstated, or anyhow treated as employee on the payroll of any SPV.
|
6.21. |
Intellectual property rights
|
|
6.21.1. |
Each SPV is not in breach of any third party’s right in respect of any intellectual or industrial property right used for the conduct of the business as conducted by each SPV as of the relevant Closing Date.
|
|
6.21.2. |
Each SPV does not own any intellectual or industrial property right nor any intellectual or industrial property right is registered in the name of such SPV.
|
6.22. |
Contracts
|
|
6.22.1. |
No SPV is party to any agreement or other contractual arrangement (including any unilateral commitment) other than those included in the Due Diligence Documents and whose value exceed Euro 10,000.00 per single agreement or contract.
|
|
6.22.2. |
All contracts entered into by each SPV whose final term is not expired yet (a) are valid and binding according to their terms and the Applicable Laws and Regulations and (b) have not been threatened in writing to be cancelled by the
relevant SPV or by the relevant counterparties.
|
|
6.22.3. |
To the Seller’s Knowledge, there are no outstanding obligations under the engineering procurement and construction contracts to which the relevant SPV was a party to and the relevant contractors have duly performed all their obligations
thereunder.
|
|
6.22.4. |
Each SPV and the relevant contractors have duly and timely performed all their material obligations under the Current O&M Contracts according with the terms and conditions provided therein and there are no outstanding obligations
under such Current O&M Contracts (other than the payments of performed activities provided thereunder).
|
|
6.22.5. |
No written notice of alleged default has been received or sent under any contract to which any of the SPVs is a party by or to the relevant SPV.
|
|
6.22.6. |
No contract, other than those included in the Due Diligence Documents, to which any of the SPVs is a party to and which is material for the conduct of business of the relevant SPV, provides for the right of the other party/ies thereto to
terminate the contract, or to renegotiate its terms and conditions or the right to any penalty in case of change of control of the relevant SPV.
|
|
6.22.7. |
There are no pending claims or claims threatened in writing either by or against the SPVs with respect to any of the contracts to which such SPVs are a party.
|
6.23. |
Insurances
|
|
6.23.1. |
To the Seller’s Knowledge, each SPV has entered into and maintains in full force and effect fire, casualties and the other insurance policies provided for under any Applicable Laws and Regulations.
|
|
6.23.2. |
All insurance premiums due and payable under such insurance policies have been duly and timely paid by each SPV or, in case such premiums have not been timely paid, any related charge, payment and/or liability has been entirely paid
and/or discharged, however, no SPV is in breach of any existing and in force insurance policies.
|
|
6.23.3. |
There are no pending claims or claims threatened in writing by the relevant insurers to terminate the insurance policies to which the SPVs are parties.
|
6.24. |
Attorneys-in-fact
|
6.25. |
Completeness and accuracy of information
|
|
6.25.1. |
To the Seller’s Knowledge all the documents (including the Data Room Documents), information and data provided as of the Date of Execution, to the Purchaser, any of its Affiliates and/or Relevant Persons in respect of the Transaction by
the Seller, any of its Affiliates and/or Relevant Persons are complete in all their material aspects and not misleading in any material respect.
|
|
6.25.2. |
The Seller has not knowingly omitted to transparently provide as part of the Data Room Documents any document or information which may be relevant for the business, operations or prospects of any SPV.
|
|
6.25.3. |
All the documents provided in copy or draft only are conforming to the respective originals or executed version.
|
7. |
INDEMNIFICATION OBLIGATIONS OF THE SELLER
|
7.1. |
Seller’s responsibility for breach of Seller’s obligations and undertakings – indemnifiable Damages
|
7.2. |
Exclusive Remedy
|
7.3. |
Restrictions and limitations
|
|
7.3.1. |
General Limitation
|
|
7.3.2. |
Time Limitation for Claims
|
|
(a) |
Without prejudice to Clauses 4.4.3, 6.2, 7.1, 7.2 and 9, the Seller shall not be liable unless a notice of the relevant Claim is given by the Purchaser to the Seller, in accordance with Clause 7.4 below, within 18 (eighteen) months
following the Closing Date.
|
|
(b) |
The Parties acknowledge and agree that the time limits set forth in this Clause 7.3.1 are provided under penalty of forfeiture (a pena di decadenza) and
that such time limits are, by mutual agreement of the Parties, adequate to allow the Purchaser to exercise its rights under this Agreement.
|
|
7.3.3. |
Minimum Claims
|
|
7.3.4. |
Aggregate Minimum Claims
|
|
(a) |
The Seller shall not be liable in respect of any Claim unless the aggregate actual amount of all Claims brought by the Purchaser for which the Seller is liable in accordance with this Agreement (and therefore applying the exclusions,
deductions and limitations set forth hereunder) exceeds Euro 200,000.00 (two-hundred thousand/00) (hereinafter the “Basket”).
|
|
(b) |
Where the aggregate actual amount of all Claims brought by the Purchaser for which the Seller would be liable in accordance with this Agreement (and therefore applying the exclusions, deductions and limitations set forth hereunder)
exceeds the Basket, the liability of the Seller shall be limited to the amount in excess of the Basket.
|
|
7.3.5. |
Maximum Liability
|
|
7.3.6. |
Changes following the Date of Execution
|
|
7.3.7. |
Seller’s Disclosures
|
|
7.3.8. |
Contingent Liabilities
|
|
(a) |
The Seller shall not be liable in respect of any Claim to the extent that any such Claim relates to any Damage suffered by the Purchaser and/or the SPVs which is contingent or potential.
|
|
(b) |
The Seller shall be liable (i) in case of a Third Party Claim, upon the liability of the Purchaser and/or the relevant SPV(s) becoming actual under an enforceable (esecutivo/a) decision of the
competent Authorities (it being understood that if thereafter a final decision revokes, amends, annuls or cancels, also partially, such enforceable decision then the Purchaser shall promptly pay back the amounts received from the Seller
accordingly) or under a settlement agreement entered into in accordance with Clause 7.5; or (ii) in all other cases, upon the Purchaser and/or the relevant SPV(s) having actually suffered the Damage.
|
|
7.3.9. |
Insurance and Recovery from Third Parties
|
|
(a) |
which the Purchaser and/or the relevant SPV cashed-in pursuant to insurance policies (including the Warranty and Indemnity Policy) covering the facts or circumstances underlying said Claim, it being understood that, subject to Closing
(i) the Purchaser shall diligently pursue, and shall cause the SPVs to diligently pursue, all available indemnification under relevant insurance policies and (ii) in the event the Seller pays any amount pursuant to a Claim and thereafter
the Purchaser and/or any of the SPVs cashes-in any indemnification under any relevant insurance policies for the same fact or circumstance, then the Purchaser shall reimburse to the Seller any such indemnification within 10 Business Days
from such receipt; and/or
|
|
(b) |
which the Purchaser and/or the relevant SPVs cashed-in from any third party in connection with the matters giving rise to any such Claim and any Damages arising therefrom, it being understood that the provisions set out in points (i) and
(ii) of preceding letter (a) shall apply mutatis mutandis.
|
|
7.3.10. |
Reference Financial Statements
|
|
7.3.11. |
Tax Benefit – Tax Detriment
|
|
7.3.12. |
Double Claims
|
|
(a) |
In no event shall there be a duplication of indemnification with respect to any breach of any of the Seller’s obligations, representations, covenants and undertakings under this Agreement.
|
|
(a) |
For the avoidance of doubt, the Seller’s indemnification obligation set out in Clause 7 shall be without duplication with any liabilities related to Leakages, if any, or other indemnifications received by the Purchaser and/or by any of
the SPVs for the same fact or circumstance which caused the breach of any Seller’s obligations, representations, covenants and undertakings set out in the Agreement.
|
|
7.3.13. |
Mitigation of Losses – Voluntary act
|
|
7.3.14. |
Payments
|
|
7.3.15. |
Exclusions
|
7.4. |
Handling of Claims
|
|
7.4.1. |
If the Purchaser intends to seek indemnification from the Seller pursuant to Clause 7.1, the Purchaser shall provide the Seller with written notice of any fact which may result in the Purchaser’s and/or any of the SPVs suffering a Damage
for indemnification of which the Seller may be held liable under this Agreement (the “Notice of Claim”), setting forth (i) the Claim which the Purchaser intends to make (ii) such information as it is
available to the Purchaser and/or to the SPVs and is reasonably necessary to enable the Seller to assess the merits of the Claim.
|
|
7.4.2. |
Without prejudice to Clause 7.4.3, each Notice of Claim shall be dispatched promptly after knowledge of the relevant underlying facts and no later than 30 Business Days of the date on which the Purchaser becomes aware thereof under
penalty of forfeiture (a pena di decadenza).
|
|
7.4.3. |
Failure by the Seller to reply in writing to a Notice of Claim within 20 Business Days of receipt thereof shall be deemed as rejection by the Seller of the Claim set forth in the Notice of Claim.
|
|
7.4.4. |
In case the Seller rejects a Claim made in a Notice of Claim or does not provide a reply in writing pursuant to Clause 7.4.3 above, the Seller and the Purchaser shall attempt to resolve any differences that they may have with respect to
the matters constituting the subject matter of such Notice of Claim during a period of 20 Business Days starting from the date of rejection. If, by the end of such period, the Seller and the Purchaser have failed to reach an agreement in
writing with respect to all of such matters, all matters as to which an agreement has not been so reached may be submitted to Court pursuant to Clause 13.2 by either Party.
|
7.5. |
Handling of Third Parties Claims
|
|
7.5.1. |
In case a matter or circumstance that may give rise to a Claim against the Seller under this Agreement is a result of, or is in connection with, a claim by a third party (a “Third Parties Claim”),
without prejudice to Clause 7.4.3, the Purchaser shall notify the Seller of the existence and content of such Third Parties Claim, either by the relevant SPV(s) or by the Purchaser, except that, in the event that the deadline for filing an
appeal, opposition or to take any other action in respect of such Third Parties Claim is less than 20 (twenty) Business Days, the aforesaid Purchaser’s notice shall be given to the Seller within such shorter term as may be appropriate in
the circumstances to allow the filing of such an appeal, opposition or to take such action. The aforesaid Purchaser’s notice shall also include a copy of all the available documentation regarding the Third Parties Claim and contain all
factual information sufficiently describing the object of the Third Parties Claim in reasonable detail, as available to Purchaser and/or the relevant SPV(s) at that stage. The Parties shall mutually cooperate for the exchanges and sharing
of any information related to such Third Parties Claim.
|
|
7.5.2. |
The Purchaser shall properly and diligently defend, and shall cause the relevant SPV(s) to properly and diligently defend, against such Third Parties Claim and the Seller shall be entitled to participate and join, at its costs and
expenses, and with counsels of its own choosing, in the defence of such Third Parties Claim and in the related negotiations (provided for the avoidance of doubt that the Seller and its Relevant Persons shall not have any power to represent
the relevant SPV(s)). In all cases, the Purchaser shall keep the Seller informed of all material developments in relation to such Third Parties Claim.
|
|
7.5.3. |
The Purchaser shall not, and shall ensure that the SPVs shall not, make any admission in relation to the Third Party Claim and shall not compromise, dispose of or settle the Third Party Claim without the prior written consent of the
Seller, which shall not be unreasonably denied or withheld, it being understood that under no circumstance such consent shall imply or be regarded as an admission or acknowledgment of responsibility by the Seller.
|
|
7.5.4. |
If the Purchaser and/or any of the SPVs receive an offer to settle any Third Party Claim but, notwithstanding the Seller’s consent to such proposed settlement, the Purchaser elects to not so settle, and/or does not procure that the SPVs
so settle such Third Party Claim, the Seller, without prejudice to any other exclusion, deduction and/or limitation of the Seller’s liability under this Agreement, shall not be liable in respect of any Damage exceeding the amount of the
proposed settlement.
|
|
7.5.5. |
If the Seller acknowledges its full liability in writing with respect to the indemnification relevant to a Third Party Claim, the strategy on, handling of and all decisions on such Third Party Claim shall be taken by the Seller only. In
this case, the Purchaser may, at any time before any final compromise, agreement, expert determination or non-appealable decision of a court or tribunal of competent jurisdiction is made in respect of the Third Party Claim, participate and,
to the maximum extent permitted by the Applicable Law, join by counsels of its choice and at its costs, in the defence of the Third-Party Claim and in any related negotiations, it being understood that in any case the strategy on, handling
of and all decisions on such Third Party Claim shall be taken by the Seller only.
|
|
7.5.6. |
For the sake of clarity, the obligations of the Purchaser under this Clause 7.5 for Damages insured under the Warranty and Indemnity Policy shall only apply to the extent they are not prohibited by any terms thereunder taken out by the
Purchaser on the date of this Agreement and, to the extent of any conflict, the conduct rights of the Insurer under the Warranty and Indemnity Policy shall prevail over the rights of the Seller under this Clause 7.5, it being understood
that (i) the Purchaser shall make all best efforts to protect the rights of the Seller under this Clause 7.5 and (ii) the Seller shall not be liable to the Purchaser and/or to third parties to the extent the Seller was not in the position
to properly exercise its rights under this Clause 7.5 as a consequence of the provisions of this Clause 7.5.6.
|
8. |
PURCHASER REPRESENTATIONS AND WARRANTIES
|
8.1. |
Incorporation, existence and authority of the Purchaser
|
|
8.1.1. |
The Purchaser is a company duly organized and validly existing under the laws of Italy.
|
|
8.1.2. |
The Purchaser (a) is not under dissolution (liquidazione), nor has it passed any resolution for its voluntary winding up (scioglimento), merger,
dissolution or liquidation; or (b) is not insolvent or subject to any bankruptcy or insolvency proceeding nor has it ever filed any application for admittance to any bankruptcy or insolvency procedure or similar proceedings.
|
8.2. |
Authority, Consents, No Conflicts
|
|
8.2.1. |
The Purchaser has full legal right, power and the authority to enter into this Agreement and the other documents to be executed pursuant to this Agreement and to perform the Transaction provided for herein and the performance of this
Agreement without the necessity for the Purchaser of obtaining any prior consent, approval or authorization, except for the consent provided for under Clause 5.4.10 (Lenders’ consent). The execution and delivery of this Agreement and the
completion of the Transaction provided for hereunder do not violate the Purchaser’s by-laws or constitute a breach by the Purchaser or give rise to a right of termination, cancellation, acceleration or amendments of any contract or other
commitment undertaken by it, or violate any authorizations or permits, judgement, order, injunction, award, decree or Applicable Law and Regulation applicable to the Purchaser.
|
|
8.2.2. |
This Agreement has been duly executed and constitutes the valid and binding obligations on the Purchaser enforceable against it in accordance with its terms.
|
8.3. |
No Broker
|
8.4. |
Availability of funds
|
8.5. |
Indemnity
|
8.6. |
Purchaser’s responsibility restrictions
|
9. |
SPECIAL INDEMNITIES
|
9.1. |
General provisions applicable to the Indemnities
|
|
9.1.1. |
Subject to (i) the terms and conditions provided herein, and (ii) the Purchaser and, after Closing, the relevant SPVs complying with the terms and conditions provided herein, the Seller shall indemnify and hold the Purchaser (and/or the
relevant SPV(s), as the case may be depending upon request of the Purchaser, but without duplication of recovery) harmless from, and shall pay to the Purchaser (and/or to the relevant SPV(s), depending upon request of the Purchaser, but
without duplication of recovery), the amount of any Damage suffered or incurred by the SPVs in direct and exclusive connection with any of the circumstances provided in this Clause 9 (hereinafter collectively the “Indemnities”).
|
|
9.1.2. |
The Parties agree that the Clauses 7.3.1 to 7.3.5, and Clauses 7.3.9 and 7.3.11 shall not apply to the Indemnities, while all other limitations and exclusion’s set forth in Clause 7.3 shall apply mutatis
mutandis to all Indemnities.
|
|
9.1.3. |
The Purchaser shall be entitled to deliver a Notice of Claim in relation to any Indemnity only if, and subject to, an order or decision of the competent Authority which is directly related to the facts and circumstance underlying such
Indemnity and which may trigger such Indemnity, has been notified in writing to the relevant SPV after the Date of Execution, and shall be considered valid for the purposes of this Clause 9 only if such Notice of Claim attaches the relevant
order or decision of the competent Authority.
|
|
9.1.4. |
The Seller shall be liable in respect of any Indemnity upon the related liability of the relevant SPV(s) becoming actual under a final and unchallengeable decision of the competent Authorities or, but without prejudice to Clause 9.1.7,
under a settlement agreement entered into with the prior consent of the Seller, which shall not be unreasonably denied or withheld.
|
|
9.1.5. |
For the sake of clarity:
|
|
(i) |
the maximum aggregate amounts indicated in Clauses 9.2.2, 9.3.2 and 9.4.2 are alternative and not cumulative and shall apply without duplication. For the sake of clarity, the maximum aggregate amount indicated for an Indemnity shall not
cover nor be used for any other Indemnity;
|
|
(ii) |
the Indemnities are the sole remedy available to the Purchaser in relation to the facts and circumstance underlying such Indemnity, and shall apply without any duplication with other actions and remedies that the Purchaser may have under
this Agreement or the Applicable Law and Regulations.
|
|
9.1.6. |
With respect to Indemnity under Clause 9.2:
|
|
(i) |
the Seller will be entitled – but will have not the obligation – to handle, manage and decide upon any action related to or underlying such Indemnity, provided that Seller shall bear all costs associated thereto, and shall keep the
Purchaser duly and timely informed and updated, and the Purchaser will be entitled to participate (at its cost and expense) in any such dispute, defense, compromise or appeal, it being understood, for the sake of clarity, that the Seller
shall have final decision making authority with regard to all aspects of the conduct and handling of said dispute, defense, compromise or appeal, and the Purchaser shall cause the relevant SPVs to duly and promptly comply with the foregoing
provisions;
|
|
(ii) |
it is however agreed that the Seller shall not request the relevant SPV(s) and/or the Purchaser to carry out any action or transaction with respect to such Indemnity that:
|
|
(a) |
is in violation of any Applicable Laws and Regulations; or
|
|
(b) |
causes acceleration of or events of default under the financing agreements in place at the time of the action/transaction, it being understood that if the Purchaser and/or the relevant SPVs do not comply with requests or decisions of the
Seller on the ground of this letter (b), then the Seller shall have no liability for such Indemnity to the extent it has been proved according with the Law and Regulations that such Indemnity would have not been triggered had the requests
or decisions of the Seller been complied with; or
|
|
(c) |
intentionally causes a material Damage to the relevant SPV(s) (taking into account also Seller’s interest);
|
|
(iii) |
should the Seller elect not to handle, manage and decide upon any action related to or underlying one or more Indemnities, the Purchaser will be entitled to do so, it being understood that: (i) the Purchaser shall keep the Seller duly
and timely informed and updated and the Seller will be entitled to participate (at its cost and expense) in any dispute, defense, compromise or appeal relating thereto; (ii) the Purchaser shall, and shall cause the relevant SPVs to, duly
and diligently defend against the facts and circumstances which may cause any such Indemnity; (iii) the Purchaser shall not, and shall ensure that the relevant SPVs shall not, make any admission, exchanges, filing, request or waiver in
relation to any facts and circumstances which may cause any such Indemnity, nor compromise, dispose of, waive or settle any facts and circumstances which may cause any such Indemnities without the prior written consent of the Seller.
|
|
9.1.7. |
With respect to Indemnities under Clauses 9.3 and 9.4:
|
|
(i) |
the Parties shall jointly manage and decide upon any action related to or underlying such Indemnities, provided that:
|
|
(d) |
within 15 Business Days from the receipt of the Notice of Claim under Clause 9.1.3 the Parties shall jointly appoint a consultant who will diligently defend the relevant SPV against the relevant GSE verification;
|
|
(e) |
all costs associated thereto shall be equally borne by the Parties;
|
|
(f) |
each Party shall keep the other Party duly and timely informed and updated with respect to the dispute and/or strategy of the appointed consultant;
|
|
(g) |
none of the Parties shall have final decision making authority with regard to any aspect of the conduct and handling of said dispute, defense, compromise or appeal, without the written consent of the other Party, it being understood that
any such decision shall be only made jointly by the Parties;
|
|
(h) |
if a binding offer is made to settle any matter giving rise to the Seller’s liability under Clauses 9.3 and 9.4 which the Seller, but not the Purchaser, is willing to accept, then the Purchaser and/or the relevant SPV shall be free not
to enter into such settlement and to commence or continue litigation at their own expense, but the possible Seller’s liability for the relevant matter(s) under Clauses 9.3 and 9.4 shall be in any case limited to the lower of (i) the amount
of the proposed settlement and (ii) the maximum aggregate amounts indicated in Clauses 9.3.2b) and 9.4.2b)).
|
|
(ii) |
for the sake of clarity, the co-management of the claim under this Clause 9.1.7 shall not per se prejudice the right to be indemnified of the Purchaser and/or the relevant SPV(s) under Clauses 9.3, in any case without prejudice and
subject to Clause 9.1.1.
|
|
9.1.8. |
Without prejudice to Clause 9.1.7(i)(e), the Purchaser shall not, and shall ensure that the relevant SPVs and/or their respective representatives and advisors shall not, make any exchange, communication, notice, filing, admission,
request, waiver, in whatever form, in relation to any facts and/or circumstances related to or underlying any Indemnity, without the prior written consent of the Seller.
|
9.2. |
Tax
|
|
9.2.1. |
Subject to and according with Clause 9.1 above, the Seller undertakes to the Purchaser the Indemnity for the tax matters (collectively, the “Potential Tax Liabilities”) detailed in Schedule 9
hereto (hereinafter the “Potential Tax Liabilities Indemnity”).
|
|
9.2.2. |
The Parties agree that:
|
|
a) |
the Seller shall be liable to the Purchaser under the Potential Tax Liabilities Indemnity until 31 December 2023, it being understood that, notwithstanding the foregoing, once a Notice of Claim with respect to the Potential Tax
Liabilities Indemnity is submitted within and not later than 31 December 2023 and in compliance with Clause 9.1.3 above (under forfeiture of the right (a pena di decadenza)), Seller’s liability in
connection with the indemnification claim specified in the relevant Notice of Claim shall remain in place until the relevant Claim is finally settled or resolved pursuant to this Agreement;
|
|
b) |
notwithstanding anything in this Agreement to the contrary, Seller's maximum aggregate liability under this Agreement with respect to the Potential Tax Liabilities Indemnity shall in any event be limited, in the aggregate, to Euro
250,000.00 (two-hundred-fifty thousand/00) as decreased in accordance with Schedule 9 hereto, that provides a progressive reduction over the years of the liability of the Seller in connection thereto.
|
9.3. |
Pedale
|
|
9.3.1. |
Subject to and according with Clause 9.1 above, the Seller undertakes to the Purchaser the Indemnity for the following (hereinafter the “Pedale Indemnity”): negative outcome of the GSE Verification
resulting in the annulment, revocation or reduction of the incentive granted by GSE under the Decree 10 May 2010 (Third Conto Energia) in relation to Pedale Plant and grounded on the basis of
alleged non-compliance of the installed Conergy modules model PM 230P-5 installed with the applicable rules concerning CEI EN 61215 certifications under the Decree 10 May 2010 (Third Conto Energia).
|
|
9.3.2. |
The Parties agree that:
|
|
a) |
the Seller shall be liable to the Purchaser under the Pedale Indemnity until 30 June 2021, it being understood that, notwithstanding the foregoing, once a Notice of Claim with respect to the Pedale Indemnity is submitted within and not
later than 30 June 2021 and in compliance with Clause 9.1.3 above (under forfeiture of the right (a pena di decadenza)), Seller’s liability in connection with the indemnification claim specified in
the relevant Notice of Claim shall remain in place until the relevant Claim is finally settled or resolved pursuant to this Agreement;
|
|
b) |
notwithstanding anything in this Agreement to the contrary, Seller's maximum aggregate liability under this Agreement with respect to the Pedale Indemnity shall in any event be limited, in the aggregate, to Euro 2,100,000.00 (two million
one-hundred thousand/00).
|
9.4. |
Galatina
|
|
9.4.1. |
Subject to and according with Clause 9.1 above, the Seller undertakes to the Purchaser the Indemnity for the following (hereinafter the “Galatina Indemnity”): negative outcome of potential
verification by GSE resulting in the annulment, revocation or reduction to the Galatina Plant of the incentive granted by GSE under the Decree 19 February 2007 (Second Conto Energia) and grounded on
lack of evidence of the transmission of the works completion declaration under article 1 septies of Law no. 129/201 (Salva Alcoa Law) to the Municipality of Galatina and/or the competent grid
operator by 31 December 2010.
|
|
9.4.2. |
The Parties agree that:
|
|
a) |
the Seller shall be liable to the Purchaser under the Galatina Indemnity until 31 December 2023, it being understood that, notwithstanding the foregoing, once a Notice of Claim with respect to the Galatina Indemnity is submitted within
and not later than 31 December 2023 and in compliance with Clause 9.1.3 above (under forfeiture of the right (a pena di decadenza)), Seller’s liability in connection with the indemnification claim
specified in the relevant Notice of Claim shall remain in place until the relevant Claim is finally settled or resolved pursuant to this Agreement;
|
|
b) |
notwithstanding anything in this Agreement to the contrary, Seller's maximum aggregate liability under this Agreement with respect to the Galatina Indemnity shall in any event be limited, in the aggregate, to Euro 500,000.00
(five-hundred thousand/00).
|
10. |
CONFIDENTIAL INFORMATION
|
10.1. |
This Clause shall be without prejudice to the Non-Disclosure Agreement dated 17 December 2019 by and between Sonnedix Solar International Limited and Ellomay Luxembourg
Holdings S.a.r.l. (the “NDA”), which shall continue in full force and effect notwithstanding this Agreement.
|
10.2. |
For a period of two (2) years following the Closing Date (or following the Date of Execution in the event the Closing does not occur), each of the Parties shall treat as strictly confidential and not disclose or use any information
received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to (a) the existence and the provisions of this Agreement; (b) the negotiations relating to this
Agreement; (c) (in the case of the Purchaser) the business, financial or other affairs (including future plans and targets) of the Seller, including, prior to Closing, the SPVs; or (d) (in the case of the Seller) the Purchaser, any of the
Purchaser’s Affiliates (including the SPVs following the Closing Date), JPMorgan Investment Management Inc. (“JPMIM”) or JPMorgan Chase & Co. (“JPMC”),
their subsidiaries and/or any JPMIM or JPMC group managed or advised funds; and (e) (in the case of the Purchaser) the Seller or any of the Seller’s Affiliates (excluding the SPVs as of following the Closing Date) (all such information,
hereinafter, “Confidential Information”). Confidential Information shall not include, however, information that (a) is or becomes generally available to the public other than as a result of a
disclosure by a Party or its Relevant Persons; (b) is obtained or independently developed by a Party on a non-confidential basis prior to its disclosure; or (c) is disclosed as required by Applicable Laws and Regulations (including, but not
limited to, the rules of any stock exchange on which the corporate capital of either Party or its holding company are listed) or any Authority (including, but not limited to, any stock exchange, listing or regulatory Authorities), (d) is
required to vest the full benefit of this Agreement in the Seller or the Purchaser, (e) is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this
Agreement, (f) is disclosed pursuant to the written approval to the non-disclosing party.
|
10.3. |
Where a Party reasonably determines that a disclosure is required by the Applicable Laws and Regulations (including, but not limited to, the rules of any stock exchange on which the corporate capital of either Party or its holding
company are listed) or by any other Authority (including, but not limited to, any stock exchange, listing or regulatory Authorities) with relevant powers to which such Party or any of its Affiliate(s) is subject, the disclosure shall, to
the extent permitted by the Applicable Laws and Regulations, be made after consultation with the other Party and after taking into account the reasonable requirements of the other Party as to timing, content and manner of making or dispatch
of the disclosure.
|
10.4. |
For the avoidance of doubt, nothing in this Clause 10 shall be deemed to prohibit or restrict the Parties’ from disclosing Confidential Information without prior notice to the other Party, to any of its Affiliates or lending banks
(including in all cases their respective Relevant Persons and consultants) or to any Authority (including, but not limited to, any stock exchange, listing or regulatory Authorities, bank examiner or self-regulatory organization having
authority to regulate or oversee any part of a Party’s or its Affiliates’ business (including in all cases their respective Relevant Persons).
|
10.5. |
No announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of the Seller, any Seller’s Affiliate, Purchaser or any Purchaser’s Affiliate
without the prior written consent of the Seller and the Purchaser. This shall not affect any announcement, communication, or circular required by Applicable Laws and Regulations (including, but not limited to, the rules of any stock
exchange on which the corporate capital of either Party or its holding company are listed) or any Authority (including, but not limited to, any stock exchange or regulatory Authorities), which, for the avoidance of doubt, may be effected
without consent of the other Party.
|
10.6. |
Irrespective of the above provisions, the Seller shall be allowed to issue any press release required under the Applicable Laws and Regulations and/or pursuant to internal policies of Ellomay group, in the form shared with the Purchaser
before the Date of Execution.
|
11. |
COSTS AND TAXES
|
|
(i) |
any income and capital gain taxes (if any) due by the Seller as a consequence of the sale and purchase of the Quotas shall be borne by the Seller;
|
|
(ii) |
each Party shall bear the fees and expenses incurred by their respective auditors and advisors;
|
|
(iii) |
notarial fees and Taxes (including registration duties) related to the purchase of the Quotas shall be borne by the Purchaser.
|
12. |
MISCELLANEOUS PROVISIONS
|
12.1. |
Entire Agreement
|
12.2. |
Notices
|
12.3. |
Assignment
|
12.4. |
Changes in writing
|
12.5. |
No waiver
|
12.6. |
Negotiation
|
12.7. |
Further Assurances
|
12.8. |
No Third Party Beneficiaries
|
12.9. |
Counterparts
|
12.10. |
Severability
|
13. |
APPLICABLE LAW – EXCLUSIVE JURISDICTION
|
13.1. |
Applicable law
|
13.2. |
Dispute resolution and jurisdiction
|
|
(a) |
if the Dispute cannot be resolved informally, such dispute will initially be referred, through written notice by any Party to the other Party, to a meeting of the senior management representatives of the Parties. The senior management
representatives will meet in an attempt to resolve the dispute within 30 calendar days following receipt of such written notice;
|
|
(b) |
if the Dispute is not resolved within 30 calendar days of the written notice sent by any Party to the other Party, then any Party may submit the Dispute to the exclusive jurisdiction of the courts of Milan.
|
Name of Subsidiary
|
Percentage of Ownership
|
Jurisdiction of Incorporation
|
Ellomay Clean Energy Ltd.
|
100%
|
Israel
|
Ellomay Clean Energy LP
|
100%
|
Israel
|
Ellomay Luxembourg Holdings S.àr.l.
|
100%
|
Luxembourg
|
Ellomay Spain S.L.
|
100%1
|
Spain
|
Rodríguez I Parque Solar, S.L
|
100%1
|
Spain
|
Rodríguez II Parque Solar, S.L.
|
100%1
|
Spain
|
Seguisolar S.L.
|
100%1
|
Spain
|
Talasol Solar S.L.U.
|
51%1
|
Spain
|
Ellomay Solar S.L.U.
|
100%1
|
Spain
|
Ellomay Holdings Talmei Yosef Ltd.
|
100%
|
Israel
|
Ellomay Sun Team Ltd.
|
100%2
|
Israel
|
Ellomay Talmei Yosef Ltd.
|
100%3
|
Israel
|
Ellomay Water Plants Holdings (2014) Ltd.
|
100%
|
Israel
|
Ellomay Manara (2014) Ltd.
|
100%4
|
Israel
|
Ellomay Pumped Storage (2014) Ltd.
|
75%4
|
Israel
|
Groen Gas Goor B.V.
|
100%1
|
The Netherlands
|
Groen Goor, Independent Power Plant B.V.
|
100%5
|
The Netherlands
|
Groen Gas Oude-Tonge B.V.
|
100%1
|
The Netherlands
|
Oude Tonge Oude Tonge Holdings B.V.
|
100%6
|
The Netherlands
|
1.
|
Held by Ellomay Luxembourg Holdings S.àr.l.
|
2.
|
Held by Ellomay Holdings Talmei Yosef Ltd.
|
3.
|
Held by Ellomay Sun Team Ltd.
|
4.
|
Held by Ellomay Water Plants Holdings (2014) Ltd.
|
5.
|
Wholly-owned by Groen Gas Goor B.V.
|
6.
|
Wholly-owned by Groen Gas Oude-Tonge B.V.
|
|
(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
|
|
(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
|
|
(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
|
|
(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/ Kalia Weintraub
Kalia Weintraub
Chief Financial Officer
|
A) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
B) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Ran Fridrichy
Ran Fridrich
Chief Executive Officer
/s/ Kalia Weintraub
Kalia Weintraub
Chief Financial Officer
|