Foreign Filer Report • Jan 6, 2021
Foreign Filer Report
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For the month of January 2021 Commission File Number: 001-35284
(Translation of registrant's name into English)
18 Rothschild Blvd., Tel Aviv 6688121, Israel (Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.
Yes ☐No ☒
If "Yes"is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
This Report of Foreign Private Issuer on Form 6-K/A of Ellomay Capital Ltd. (the "Company") is furnished to amend the Report of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Securities and Exchange Commission on January 5, 2021 (the "Original Report"), solely for the purpose of amending slide 10 of the investor presentation attached as exhibit 99.1 to the Original Report to revise the expected interest on bank loans in connection with the Talasol project.
On January 5, 2021, the Company published an investor presentation for January 2021 (the "Presentation"). The changes in projected results in the Presentation compared to the previous presentation published by the Company in September 2020 are mainly due to a shift between the projected connection date of the photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain (the "Talasol Project") to the electricity grid, previously expected to occur in the middle of Q4/2020, and the actual connection date at the end of December 2020, and to the addition of the projected results of the Biogas facility in the Netherlands that was acquired in December 2020 (Groen Gas Gelderland B.V.), as announced by the Company on December 2, 2020.
This report contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this report regarding the Company's plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company's forward-looking statements, including the impact of the Covid-19 pandemic on the Company's operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, changes in the market price of electricity and in demand, regulatory changes, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas) and in the price of oil, and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company's business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
This Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:
Exhibit 99.1January 2021 Investor Presentation
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ellomay Capital Ltd.
By: /s/ Ran Fridrich Ran Fridrich Chief Executive Officer and Director
Dated: January 5, 2021
3



Integrated Developer, Owner and Operator of Renewable Energy Projects
Investors Presentation – January 2021
• This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding our plans and the objectives of management are forward-looking statements. Such forward looking statements include projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company are based on current expectations that are subject to risks and uncertainties. The projections included in the presentation are based on the current government tariff and/or commercial agreements relating to each project and on the current licenses and permits of each project. In addition, the details concerning projects that are under development or early stage development that are included in the presentation are based on the current internal assessments of the Company's management and there is no certainty or assurance as to the ability of the Company to advance or complete these projects as the advancement of such projects requires, among other things, approvals, land rights, permits and financing. The use of certain words, including the words "estimate," "project," "intend," "expect", "plan", "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements, including changes in the regulation and climate, delays in the commencement of operations of the Talasol project, limited scope of projects identified for future development, our inability to reach the milestones required under the conditional license of the Manara project delays in the development and construction of other projects under development and the impact of the Covid-19 pandemic on the Company's operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, changes in the market prices of electricity and in demand, regulatory changes, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas) and in the price of oil, technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with our business are described in greater detail in the filings we make from time to time with SEC, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Public company traded in TASE & NYSE American for ~ NIS 1,400M

From development to operation

Trusted by financial institutes and banks

Financial and technological expertise

Active in various markets and locations

Renewable energy as a long term, adaptable business

Ongoing growth with conservative leverage ratios
3

To be ahead of the curve in green energy generation and storage technologies.
To be a profitable and sustainable business based on enhanced financing strategies and advanced technological expertise.
To provide comprehensive solutions, from development to operation, enabling a stable supply of renewable energy from varied sources.
To protect the environment and benefit society by providing clean and cheap energy from renewable sources.

4

Growing our renewable energy and power generation activities – from development to operation – in Europe and Israel.
Creating continuous cash flow from various assets in diverse renewable energy and energy storage applications.
Maintaining relatively low leverage ratios and monetary strength.

| 2017 | 2018 | 2019 | 2020 | |
|---|---|---|---|---|
| Manara Cliff - Conditional license for pumped storage |
Talasol, Spain - Signed a PPA for 80% of the expected output |
Acquired remaining 49% of NL Biogas Projects |
TALASOL connection to the grid December 2020 |
|
| Sold 49% of Talasol | Won 20 MW PV + storage | |||
| Acquired Talmei Yosef PV Plant |
Talasol Financing agreements with Deutsche Bank and EIB |
Financial closing and start construction in Talasol |
in a quota tender process published by the Israeli Electricity Authority . Project includes: |
|
| Commercial operation of first Biogas Project in the Netherlands |
Sold 22.6 MW Italian PV portfolio with expected profit of ~ 19Mil € |
40 MWH D.C power 80 MWH buttery storage Acquired Gelderland biogas |
||
| Executed 2 Framework Agreements for the |
project in the Netherlands, with a permit to produce ~ 7.5 million Nm3 per year |
Development of 515 MW
PV Projects in Italy
and actual production capacity of ~ 9.5 million
Nm3 per year

See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures
(1) The forecast assumes the expected commencement of operations mid year.
• The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.
• Including the Company's share in Dorad. The Company's share in Dorad is presented based on distributions of profits and not on the basis of equity gain using the equity method.
• The commencement of operations of the Talasol PV plant in December 2020. The expected revenues, Adjusted EBITDA and Adjusted FFO include minority holdings.
• Adjusted FFO is presented after projects and corporate financing and tax expenses.

| Early Stage Development 900 MW |
Italy - aggregated 900 MW PV |
|
|---|---|---|
| Under Advanced Development 591 MW |
* Italy – 415 MW PV Israel - 20 MW PV + Storage. 156 MW Manara Cliff, Pumped Storage |
|
| Ready for construction 28 MW |
Spain - 28 MW PV |
|
| Connected to the grid 416 MW |
PV - Spain & Israel; Biogas - Netherlands; Dorad Power Station |

Diverse Green Energy Infrastructure
Development, Construction, Operation





| Projects | % Ownership |
License | MW | Expected Distributio n in 2021 |
Expected Annual Revenues in 2021 |
Expected Annual Adjusted EBITDA in 2021 |
Expected Adjusted Annual FFO in 2021 |
Expected Debt as of December 31, 2021 |
Expected interest on bank loans payment in 2021 |
Expected Cash flow in 2021 |
|---|---|---|---|---|---|---|---|---|---|---|
| Connected to the grid and operating | ||||||||||
| Spain – Talasol |
51% | 300 MW | 23-25 | 17-18 | 11 | 130 | 3.7 | 4 | ||
| Spain – 4 PV |
100% | 2041 | 7.9 MW | 2.9 | 2 | 1.5 | 14.4 | 0.5 | 0.5 | |
| Israel – Talmei Yosef (1) |
100% | 2033 | 9 MW | 4.2 | 3.7 | 2.8 | 16 | 0.9 | 1.0 | |
| The Netherlands | 100% | 2031 | 19 MW base load equal to 1,800 m3/h gas production |
13 | 4 | 3.5 | 14 | 0.5 | 2 | |
| Israel – Dorad (based on 2019 reports) (2) |
~9.4% | 2034 | 860 MW (of which the company's share is ~ 80 MW) |
3.0 | 60 | 12 | - | - | - | 3.0 |
| Total Installed | 416 MW |
See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures

(1) The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12 (2) The figures represent the Company's share
| Projects | % Ownership |
License | MWp/ MWp/h |
|---|---|---|---|
| Ready for construction | |||
| Spain PV | 100% | Expected production start: 2021 |
28 MW |
| Under development | |||
| Israel – PV + Storage |
100% | Expected production start: 2023 |
20 MW |
| Italy PV | 100% | Expected production start: 2021-2023 |
415 MW |
| Israel – Manara Cliff |
75% | Expected production start: 2026 |
156 MW |
| Early stage development - Italy |
100% | 900 MW | |
| Total Under development | 1,519 MW |

| EUR Millions | 2021 (E) |
2022 (E) | 2023 (E) |
|---|---|---|---|
| Revenues | 13 | 15 | 15 |
| Cost of Sale | -6.4 | -6.8 | -6.8 |
| Gross Margin | 6.6 | 8.2 | 8.5 |
| Opex | -2.6 | -3.1 | -3 |
| Ebitda | 4 | 5.1 | 5.3 |
| Interest on bank loans | -0.5 | -0.4 | -0.4 |
| Taxes on income | - | -0.9 | -0.9 |
| Adjusted FFO | 3.5 | 3.8 | 4 |
See Appendix C for reconciliation and disclosure regarding the use of non-IFRS financial measures

Spain – Talasol *
Acquired: 2017
Plant type: 1 PV plant
Location: Talaván, Cáceres, Spain
Capacity: 300 MW
Starting power production: Q4/2020
Expected Cost: EUR 227M Expected Annual Revenue: EUR 23-25M
| June 2018: METKA – procurement and engineering agreement |
June 2018: PPA agreement, 80% for 10 years |
July 2018: Interest hedging GOLDMAN SACHS |
December 2018: Financing from DEUTSCHE BANK and EIB –EUR 131 Million |
April 2019: Sold 49% of Talasol Equity for EUR 16.1 M and start of construction |
December 2020: Connection to the grid |
|---|---|---|---|---|---|
| ---------------------------------------------------------------------- | -------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------- |
* Forecast is provided for 100% holding (the Company's share is 51%)

Grid Connection December 2020

Connection lines within the project



Framework Agreements for the Development of 1,315 MW PV Projects in Italy
Signed: 2020
Plant type: Multi PV plants Location: Italy
Expected Capacity: 1,315 MW Expected power production: 90 MW – 2021 180 MW – 2022 450 MW – 2023 595 MW – 2024
Expected Cost: 625 MIL EUR



| Tender winning date |
July 14, 2020 |
|---|---|
| Location | Israel |
| Total installed capacity (MWh) –DC* | 40 |
| Total installed capacity (MWh, Calc.) –AC* | 20 |
| % of electricity through battery | 19.7% |
| Expected annual power production (MW) | 72,771 |
| Expected construction cost | NIS 160 M |
| Tariff (Ag) |
19.90 |
| License operation period (years) | 23 |
Panels and batteries cumulative expenses drop *

* This capacity may include more then one project

Acquired: Ellomay Capital Ltd. –75% Sheva Mizrakot Ltd. –25%
Location: Manara Cliff - Israel
| Expected | |
|---|---|
| Capacity: | |
| 156 MW |
Expected Cost: EUR 390M
During December 2020, the Manara Project paid a consent fee of approximately NIS 60 million (including an amount of approximately NIS 10 million for royalties related to excess ground removal) to the ILA and received the conditional tariff approval for the project from the Israeli Electricity Authority. The financial closing of the Manara Project is subject to various conditions that need to be fulfilled by February 11, 2021. There is no assurance as to whether the Manara Project will be able to timely meet such conditions and in the event one or more conditions are not met, the conditional license granted to the Manara Project may terminate.

(EUR thousands)
| December 31, 2017 |
% Of BS | December 31, 2018 |
% Of BS | December 31, 2019 |
% Of BS | September 30, 2020 Unaudited |
% Of BS Unaudited |
|
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalent, deposits and marketable securities |
26,124 | 13% | 39,014 | 18% | 53,197 | 17% | 62,726 | 16% |
| Financial Debt* | 106,515 | 54% | 117,435 | 56% | 164,904 | 53% | 227,322 | 58% |
| Financial Debt, net* | 80,391 | 41% | 78,421 | 37% | 111,707 | 36% | 164,596 | 42% |
| Property, plant and equipment net (mainly in connection with PV Operations) |
78,837 | 40% | 87,220 | 41% | 114,389 | 37% | 216,342 | 55% |
| Investment in Dorad | 30,820 | 16% | 28,161 | 13% | 33,561 | 11% | 32,172 | 8% |
| CAP* | 184,015 | 93% | 194,392 | 92% | 272,470 | 88% | 353,606 | 90% |
| Total equity | 77,500 | 39% | 76,957 | 36% | 107,566 | 35% | 126,284 | 32% |
| Total assets | 198,088 | 100% | 211,160 | 100% | 310,172 | 100% | 394,762 | 100% |
* See Appendix B for calculations

| December 31 , 2017 |
December 31 , 2018 |
December 31, 2019 |
September 30, 2020 Unaudited |
|
|---|---|---|---|---|
| Financial Debt to CAP * | 58% | 60% | 61% | 64% |
| Financial Debt, net to CAP * | 44% | 40% | 41% | 47% |
* See Appendix B for calculations


Renewable energy industry enjoys favorable business prognosis and supportive regulation

Competitive pricing, no need for governmental subsidizing

High segmental and geographic diversity. Revenue not dependent on a specific project

Long term agreements reduce demand market risk

Value based financing policy with relatively low leverage, high capital and investment ratios

Continuous growth. Sustainable, proven business experience

Renewable energy is an ongoing, worldwide sustainable economy trend, with an ever growing production and consumption of green energy.

01 Renewable energy EU goal for 2020: 20% of energy mix[1] 03 EU produces 20.23% of the world's renewable 02 Currently 17%
04 The EU holds nine of the top 10 spots in the terms of energy security in the global rankings[4]
in 28 member
states[2]
1.http://www.brinknews.com/eu-2020-renewable-energy-goals-on-track/
energy[3]




https://www.gov.il/he/Departments/General/renewable\_energy אנרגיות-מתחדשות-הפוטנציאל-הלא-ממומש-ש//israel/il.co.evm.www://https https://www.gov.il/he/Departments/news/re\_171119
The Photo-Voltaic effect enables conversion of light into electricity using semiconductors.
IEA: PV expected to double until 2023

Renewable energy consumption by technology, 2017-2023


\* https://www.statista.com/statistics/480452/market-value-of-waste-to-energy-globally-projection/ http://european-biogas.eu/2019/02/01/eba-annual-report-2019/


Pumped Hydro Storage Market Overview
The Pumped Hydro Storage method stores energy in the form of gravitational potential energy of water, pumped from a lower elevation reservoir to a higher elevation.
Energy storage enables power delivery all day and all year round.


For further Info: Ran Fridrich, CEO: [email protected] Kalia Weintraub, CFO: [email protected]
www.ellomay.com

Adjusted EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculated by adding tax and financing expenses to EBITDA. The Company uses the terms "Adjusted EBITDA" and "Adjusted FFO" to highlight the fact that the Company presents the revenues from the Talmei Yosef PV plant under the fixed asset mode and not under IFRIC 12, presents its share in Dorad based on distributions of profit and not on the basis of equity gain using the equity method and deducts the profit from the sale of its Italian PV portfolio in the calculation of Adjusted EBITDA. The Company presents these measures in order to enhance the understanding of the Company's operating performance and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account our commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate Adjusted EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. Our actual Adjusted EBITDA and Adjusted FFO may not be indicative of our historic operating results; nor is it meant to be predictive of potential future results. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company's operating performance. A reconciliation between measures on an IFRS and non-IFRS basis is provided in this slide.
| 2020 (E) | 2021 (E) | 2022 (E) | 2023 (E) | 2024 (E) | |
|---|---|---|---|---|---|
| Net income (loss) for the period, adjusted as set forth in the notes below |
(1) | 8-9 | 12+14 | 17-19 | 19-21 |
| Interest on bank loans and others | 3.8 | 10-11 | 11-12 | 14-15 | 14-15 |
| Taxes on income | ~0 | 1 | 2 | 4 | 5-6 |
| Depreciation | 2.2 | 11-12 | 14-15 | 19-21 | 22-24 |
| Adjusted EBITDA | 5 | 30-33 | 39-43 | 54-59 | 60-66 |
| Interest on bank loans and others | (3.8) | (10-11) | (11-12) | (14-15) | (14-15) |
| Taxes on income | (~0) | (1) | (2) | (4) | (5-6) |
| Adjusted FFO | 1.2 | 19-21 | 26-29 | 36-40 | 41-45 |
• The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.
The Company defines Financial Debt as loans and borrowings plus debentures (current liabilities) plus finance lease obligations plus long-term bank loans plus debentures (non-current liabilities), Financial Debt, Net as Financial Debt minus cash and cash equivalent minus investments held for trading minus short-term deposits and CAP as equity plus Financial Debt. The Company presents these measures in order to enhance the understanding of the Company's leverage ratios and borrowings. While the Company considers these measures to be an important measure of leverage, these measures should not be considered in isolation or as a substitute for long-term borrowings or other balance sheet data prepared in accordance with IFRS as a measure of leverage. Not all companies calculate these measures in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies.

| As of December 31, |
As of December 31, |
As of December 31, |
As of September 30, |
|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 |
| € (3,103) |
€ (5,864) |
€ (4,138) |
€ (15,262) |
| € (4,644) |
€ (8,758) |
€ (26,773) |
€ (6,668) |
| € (3,690) |
€ - |
€ - |
€ - |
| € (42,091) | € (60,228) | € (89,182) | € (168,932) |
| € (52,987) | € (42,585) | € (44,811) | € (36,460) |
| € (106,515) |
€ (117,435) | € (164,904) | € (227,322) |
| € 23,962 |
€ 36,882 |
€ 44,509 |
€ 53,989 |
| € 2,162 |
€ 2,132 |
€ 2,242 |
€ 788 |
| - | - | € 6,446 |
€ 7,949 |
| € (80,391) | € (78,421) | € (111,707) | € (164,596) |
| € (77,500) | € (76,957) | € (107,566) | € (126,284) |
| € (106,515) |
€ (117,435) | € (164,904) | € (227,322) |
| € (184,015) |
€ (194,392) |
€ (272,470) |
€ (353,606) |
| 58% | 60% | 61% | 64% |
| 44% | 40% | 41% | 47% |
EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculated by adding tax and financing expenses to EBITDA. The Company uses the term "Adjusted FFO" to highlight the fact that the financing expenses presented in the calculation of Adjusted FFO exclude interest on inter-company loans. The Company presents these measures in order to enhance the understanding of the Company's bio gas operations and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account our commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company's operating performance. A reconciliation between measures on an IFRS and non-IFRS basis is provided in this slide.
| 2021 (E) | 2022 (E) | 2023 (E) | |
|---|---|---|---|
| Net Income for the period | 0.4 | 1.3 | 1.6 |
| Financing Expenses, net | 1.3 | 1.3 | 1.2 |
| Taxes on Income | 0 | 0.2 | 0.1 |
| Depreciation | 2.3 | 2.3 | 2.4 |
| Ebitda | 4 | 5.1 | 5.3 |
| Interest on bank loans | -0.5 | -0.4 | -0.4 |
| Taxes on Income | - | -0.9 | -0.9 |
| Adjusted FFO |
3.5 | 3.8 | 4 |

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