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Ellomay Capital Ltd.

Foreign Filer Report Jun 1, 2017

6770_rns_2017-06-01_30a05fc5-90c5-4fb8-a5bd-a6ac23e71476.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 May 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 Months Ended March 31, 2017," dated May 30, 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: May 30, 2017

Ellomay Capital Reports Publication of Financial Results of Dorad Energy Ltd. for the Three Months Ended March 31, 2017

Tel-Aviv, Israel, May 30, 2017 – Ellomay Capital Ltd. (NYSE MKT; 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 months ended March 31, 2017 of Dorad Energy Ltd. ("Dorad"), in which Ellomay currently indirectly holds approximately 9.4%.

On May 29, 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 March 31, 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 June 22, 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 March 31, 2017 - approximately NIS 674.7 million (or approximately USD 185.8 million, based on the exchange rate on March 31, 2017).

Dorad's unaudited operating profit for the three months ended March 31, 2017 - approximately NIS 114.2 million (or approximately USD 31.4 million, based on the exchange rate on March 31, 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, which include the winter and intermediate months of January, February and March 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 month periods ended March 31, 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 MKT 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 Statement of Financial Position

March 31
2017
March 31
2016
NIS thousands
December 31
2016
NIS thousands
NIS thousands
Assets
Cash and cash equivalents 178,149 302,470 80,967
Trade receivables 273,830 253,559 294,351
Other receivables 55,530 25,784 37,174
Pledged deposit - 29,485 -
Total current assets 507,509 611,298 412,492
Restricted deposit 410,733 334,525 411,574
Prepaid expenses 45,409 46,416 45,938
Fixed assets 4,133,262 4,335,607 4,170,151
Intangible assets 7,893 9,233 8,551
-current assets
Total non
4,597,297 4,725,781 4,636,214
Total assets 5,104,806 5,337,079 5,048,706
Liabilities
Current maturities of loans from banks 246,032 215,188 197,389
Current maturities of loans from related parties 70,000 130,000 80,000
Trade payables 285,849 319,910 293,613
Other payables 26,538 19,737 9,152
Financial derivatives 4,250 4,798 -
Total current liabilities 632,669 689,633 580,154
Loans from banks 3,362,423 3,297,603 3,367,832
Loans from related parties 110,800 403,557 151,638
Provision for dismantling and restoration 35,834 35,301 35,700
Deferred tax liabilities, net 77,050 70,826 65,618
Liabilities for employee benefits, net 160 160 160
-current liabilities
Total non
3,586,267 3,807,447 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 239,912 194,041 201,646
Total equity 885,870 839,999 847,604
Total liabilities and equity 5,104,806 5,337,079 5,048,706

Interim Condensed Statements of Profit and Loss

March 31
December 31
2017
2016
2016
NIS thousands
NIS thousands
NIS thousands
Revenues
674,687
609,942
Operating costs of the Power Plant
Energy costs
146,028
126,819
Electricity purchase and infrastructure services
330,409
304,355
Depreciation and amortization
51,446
51,339
Other operating costs
32,618
30,911
Total operating costs of the Power Plant
560,501
513,424
2,005,416
Profit from operating the Power Plant
114,186
96,518
General and administrative expenses
4,071
4,058
110,115
Operating profit
92,460
Financing income
498
212
7,025
Financing expenses
60,915
39,127
Financing expenses, net
(60,417)
(38,915)
Profit before taxes on income
49,698
53,545
11,432
Taxes on income
9,944
Profit for the period
38,266
43,601
51,206
For the three months ended
2,299,565
550,401
1,104,826
209,057
141,132
294,149
19,178
274,971
226,054
(219,029)
55,942
4,736

Dorad Energy Ltd.

Interim Condensed Statements of Changes in Shareholders' Equity

Share
capital
Share
premium
Capital reserve
for activities
with
shareholders
Retained
earnings
Total equity
NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
For the three months
ended March 31, 2017
Balance as at
January 1, 2017 11 642,199 3,748 201,646 847,604
Profit for the period - - - 38,266 38,266
Balance as at
March 31, 2017
11 642,199 3,748 239,912 885,870
For the three months
ended March 31, 2016
Balance as at
January 1, 2016
11 642,199 3,748 150,440 796,398
Profit for the period - - - 43,601 43,601
Balance as at
March 31, 2016
11 642,199 3,748 194,041 839,999
For the year ended
December 31, 2016
Balance as at
January 1, 2016
11 642,199 3,748 150,440 796,398
Profit for the year - - - 51,206 51,206
Balance as at
December 31, 2016
11 642,199 3,748 201,646 847,604
March 31
2017
2016
NIS thousands
NIS thousands
Cash flows from operating activities
Profit for the period
38,266
43,601
Adjustments:
Depreciation, amortization and fuel consumption
70,090
57,632
Taxes on income
11,432
9,944
Financing expenses, net
60,417
38,915
141,939
106,491
Change in trade receivables
20,521
25,423
Change in other receivables
(18,356)
6,211
Change in trade payables
(6,279)
73,640
Change in other payables
17,392
2,907
Change in employee benefits, net
-
-
13,278
108,181
193,483
Net cash flows provided by operating activities
258,273
Year ended
December 31
2016
NIS thousands
51,206
238,484
4,736
219,029
462,249
(14,761)
(5,179)
48,807
677
-
29,544
542,999
Cash flows from investing activities
Payment for settlement of financial derivatives
(1,849)
(322)
(2,017)
Payment of pledged deposit
-
-
29,486
Investment in long-term restricted deposits
(21,000)
-
(143,891)
Release of long-term restricted deposits
13,218
-
70,000
Long-term prepaid expenses
-
-
(1,056)
Investment in fixed assets
(31,982)
(5,203)
(25,415)
Investment in intangible assets
(31)
(1,481)
(2,804)
Interest received
498
15
624
Net cash flows used in investing activities
(41,146)
(6,991)
(75,073)
Cash flows from financing activities
Receipt of long-term loans from related parties
-
-
16,689
Receipt of long-term loans from banks
-
-
Repayment of loans from related parties
(39,628)
-
242,772
(147,219)
Repayment of loan from banks
-
-
(143,896)
Interest paid
(15,682)
(602)
(408,071)
Net cash flows used in financing activities
(55,310)
(602)
(439,725)
Net increase in cash and cash equivalents for the period
97,027
250,680
28,201
Effect of exchange rate fluctuations on cash and cash equivalents
155
(104)
872
Cash and cash equivalents at beginning of period
80,967
51,894
51,894
178,149
Cash and cash equivalents at end of period
302,470
80,967

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