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Ellomay Capital Ltd.

Foreign Filer Report Sep 3, 2017

6770_rns_2017-09-03_6a21752c-c3ef-412a-a344-b1bb808e299d.pdf

Foreign Filer Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2017 Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant's name into English)

9 Rothschild Blvd., Tel Aviv 6688112, 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 on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:

Exhibit 99.1. Press Release: "Ellomay Capital Reports Publication of Financial Results of Dorad Energy Ltd. for the Three and Six Months Ended June 30, 2017," dated August 31, 2017.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ellomay Capital Ltd.

By: /s/ Ran Fridrich

Ran Fridrich Chief Executive Officer and Director

Dated: August 31, 2017

Exhibit 99.1

Ellomay Capital Reports Publication of Financial Results of Dorad Energy Ltd. for the Three and Six Months Ended June 30, 2017

Tel-Aviv, Israel, August 31, 2017 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) ("Ellomay" or the "Company"), an emerging operator in the renewable energy and energy infrastructure sector, today reported the publication in Israel of financial statements for the three and six months ended June 30, 2017 of Dorad Energy Ltd. ("Dorad"), in which Ellomay currently indirectly holds approximately 9.4%.

On August 31, 2017, Amos Luzon Entrepreneurship and Energy Group Ltd. (f/k/a U. Dori Group Ltd.) (the "Luzon Group"), an Israeli public company that currently holds 50% of U. Dori Energy Infrastructures Ltd. ("Dori Energy"), which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Luzon Group includes the financial statements of Dorad for the same period.

The financial results of Dorad for the quarter ended June 30, 2017 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Dori Energy) in its financial results for this period, which are currently expected to be published on or about September 17, 2017. In an effort to provide Ellomay's shareholders with access to Dorad's financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of Dorad's financial results.

Dorad Financial Highlights

Dorad's unaudited revenues for the three months ended June 30, 2017 - approximately NIS 536.6 million (or approximately USD 153.5 million, based on the exchange rate on June 30, 2017).

Dorad's unaudited operating profit for the three months ended June 30, 2017 - approximately NIS 46.3 million (or approximately USD 13.3 million, based on the exchange rate on June 30, 2017).

Based on the information provided by Dorad, the demand for electricity by Dorad's customers is seasonal and is affected by, inter alia, the climate prevailing in that season. The months of the year are split into three seasons as follows: the summer season – the months of July and August; the winter season - the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to June and from September to November. There is a higher hourly demand for electricity during the winter and summer seasons, and the average electricity consumption per hour is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad's revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for the quarter ended June 30, 2017, which include the intermediate months of April, May and June, are not indicative of full year results.

A translation of the financial results for Dorad as of and for the year ended December 31, 2016 and as of and for the three and six month periods ended June 30, 2016 and 2017 is included at the end of this press release. Ellomay does not undertake to separately report Dorad's financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Amos Luzon Entrepreneurship and Energy Group Ltd., Dori Energy or Dorad with respect to the financial results included in this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its business in the energy and infrastructure sectors worldwide. Ellomay (formerly Nur Macroprinters Ltd.) previously was a supplier of wide format and super-wide format digital printing systems and related products worldwide, and sold this business to Hewlett-Packard Company during 2008 for more than \$100 million.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

Approximately 22.6MW of photovoltaic power plants in Italy and approximately 7.9MW of photovoltaic power plants in Spain;

9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel's largest private power plants with production capacity of approximately 850 MW, representing about 6%-8% of Israel's total current electricity consumption;

75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and Ellomay Pumped Storage (2014) Ltd., all of which are involved in a project to construct a 340 MW pumped storage hydro power plant in the Manara Cliff, Israel;

51% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing 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.

Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel's prominent businessmen and the former Chairman of Israel's leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay's dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. Ellomay believes the expertise of Ellomay's controlling shareholders and management enables the Company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release regarding the Company's plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements, such as regulatory changes, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad and changes in the prices of natural gas. These and other risks and uncertainties associated with the Company's business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Kalia Weintraub CFO Tel: +972 (3) 797-1111 Email: [email protected]

Interim Condensed Statements of Financial Position

June 30 June 30
2016
(Unaudited)
December 31
2016
(Audited)
NIS thousands
2017
(Unaudited)
NIS thousands NIS thousands
Assets
Cash and cash equivalents 81,313 217,216 80,967
Trade receivables 265,829 276,624 294,351
Other receivables 97,529 18,391 37,174
Pledged deposits - 29,486 -
Total current assets 444,671 541,717 412,492
Restricted deposits 393,657 305,741 411,574
Prepaid expenses 44,880 46,005 45,938
Fixed assets 4,099,540 4,283,932 4,170,151
Intangible assets 7,420 8,858 8,551
-current assets
Total non
4,545,497 4,644,536 4,636,214
Total assets 4,990,168 5,186,253 5,048,706
Liabilities
Current maturities of loans from banks 203,415 174,352 197,389
Current maturities of loans from related parties 70,000 350,000 80,000
Trade payables 329,456 327,085 293,613
Other payables 22,822 10,038 9,152
Financial derivatives 7,298 430 -
Total current liabilities 632,991 861,905 580,154
Loans from banks 3,287,991 3,221,059 3,367,832
Loans from related parties 116,812 198,272 151,638
Provision for dismantling and restoration 35,968 35,434 35,700
Deferred tax liabilities, net 66,305 60,475 65,618
Liabilities for employee benefits, net 160 160 160
Total non
-current liabilities
3,507,236 3,515,400 3,620,948
Equity
Share capital 11 11 11
Share premium 642,199 642,199 642,199
Capital reserve from activities with shareholders 3,748 3,748 3,748
Retained earnings 203,983 162,990 201,646
Total equity 849,941 808,948 847,604
Total liabilities and equity 4,990,168 5,186,253 5,048,706

Interim Condensed Statements of Profit and Loss

For the six months ended
June 30
For the three months ended
June 30
2017 2016 2017 2016 December 31
2016
(Audited)
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
Revenues 1,211,289 1,126,458 536,602 516,516 2,299,565
Operating costs of the
Power Plant
Energy costs 291,795 284,809 145,767 157,990 550,401
Electricity purchase and
infrastructure services
Depreciation and
603,411 543,635 273,001 239,280 1,104,826
amortization 97,634 105,330 46,189 53,991 209,057
Other operating costs 57,915 65,190 25,296 34,279 141,132
Total operating costs
of Power Plant 1,050,755 998,964 490,253 485,540 2,005,416
Profit from operating
the Power Plant 160,534 127,494 46,349 30,976 294,149
General and
administrative expenses 8,576 8,745 4,505 4,687 19,178
Operating profit 151,958 118,749 41,844 26,289 274,971
Financing income 1,810 2,198 1,312 1,986 7,025
Financing expenses (150,744) (108,804) (89,829) (69,676) (226,054)
Financing expenses, net (148,934) (106,606) (88,517) (67,690) (219,029)
Profit (loss) before taxes
on income 3,024 12,143 (46,673) (41,401) 55,942
Tax benefit (Taxes on
income) (687) 407 10,744 10,350 (4,736)
Profit (loss) for the period 2,337 12,550 (35,929) (31,051) 51,206

Interim Condensed Statements of Changes in Shareholders' Equity

Share
capital
NIS thousands
Share
premium
NIS thousands
Capital
reserve for
activities with
shareholders
NIS thousands
Retained
earnings
NIS thousands
Total Equity
NIS thousands
For the six months
ended June 30, 2017
(Unaudited)
Balance as at
January 1, 2017 (Audited)
11 642,199 3,748 201,646 847,604
Profit for the period - - - 2,337 2,337
Balance as at
June 30, 2017 (Unaudited)
11 642,199 3,748 203,983 849,941
For the six months
ended June 30, 2016
(Unaudited)
Balance as at
January 1, 2016 (Audited)
11 642,199 3,748 150,440 796,398
Profit for the period - - - 12,550 12,550
Balance as at
June 30, 2016 (Unaudited)
11 642,199 3,748 162,990 808,948
For the three months
ended June 30, 2017
(Unaudited)
Balance as at
April 1, 2017 (Unaudited)
11 642,199 3,748 239,912 885,870
Loss for the period - - - (35,929) (35,929)
Balance as at
June 30, 2017 (Unaudited)
11 642,199 3,748 203,983 849,941
For the three months
ended June 30, 2016
(Unaudited)
Balance as at
April 1, 2016 (Unaudited)
11 642,199 3,748 194,041 839,999
Loss for the period - - - (31,051) (31,051)
Balance as at
June 30, 2016 (Unaudited)
11 642,199 3,748 162,990 808,948
For the year ended
December 31, 2016 (Audited)
Balance as at
January 1, 2016 (Audited)
11 642,199 3,748 150,440 796,398
Profit for the year - - - 51,206 51,206
Balance as at
December 31, 2016 (Audited)
11 642,199 3,748 201,646 847,604

Interim Condensed Statements of Cash Flows

For the six months ended
June 30
For the three months ended
June 30
2017 2016
(Unaudited)
2017
(Unaudited)
2016
(Unaudited)
December 31
2016
(Unaudited) (Audited)
NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
Cash flows from
operating activities:
Profit (loss) for the period 2,337 12,550 (35,929) (31,051) 51,206
Adjustments:
Depreciation and amortization
and fuel consumption 142,906 114,078 72,816 56,446 238,484
Taxes on income (tax benefit) 687 (407) (10,744) (10,350) 4,736
Financing expenses, net 148,934 106,606 88,517 67,690 219,029
292,527 220,277 150,589 113,786 462,249
Change in trade receivables 29,102 2,966 8,581 (22,457) (14,761)
Change in other receivables (60,355) 13,604 (41,999) 7,392 (5,179)
Change in trade payables 36,707 80,828 42,984 7,188 48,807
Change in other payables (2,387) 163 (19,779) (2,744) 677
Change in employee benefits, net - - - - -
3,067 97,561 (10,213) (10,621) 29,544
Net cash flows provided
by operating activities 297,931 330,388 104,447 72,114 542,999
Cash flows from
investing activities
Payment for settlement of
financial derivatives (4,633) (1,365) (2,784) (1,043) (2,017)
Release of pledged deposit - - - - 29,486
Investment in long-term
restricted deposits (21,000) (40,391) - (40,391) (143,891)
Release of long-term restricted
deposits 25,790 70,000 12,572 70,000 70,000
Long-term prepaid expenses - (90) - (90) (1,056)
Investment in fixed assets (53,786) (15,779) (21,804) (10,576) (25,415)
Investment in intangible assets (258) (1,755) (227) (273) (2,804)
Interest received 1,230 121 732 105 624
Net cash flows provided by (used
in) investing activities (52,657) 10,741 (11,511) 17,732 (75,073)
Cash flows from
financing activities:
Receipt of long-term
loans from related parties - - - - 16,689
Receipt of long-term
loans from banks - - - - 242,772
Repayment of long-term loans
from related parties (39,628) - - - (147,219)
Repayment of loans from banks (85,112) (73,460) (85,112) (73,460) (143,896)
Interest paid (120,865) (102,679) (105,183) (102,077) (408,071)
Net cash flows used in
financing activities (245,605) (176,139) (190,295) (175,537) (439,725)
Net increase (decrease) in cash
and cash equivalents (331) 164,990 (97,359) (85,691) 28,201
Effect of exchange rate fluctuations
on cash and cash equivalents 677 332 523 436 872
Cash and cash equivalents at
beginning of period 80,967 51,894 178,149 302,471 51,894
Cash and cash equivalents at end
of period 81,313 217,216 81,313 217,216 80,967

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