Investor Presentation • Nov 19, 2021
Investor Presentation
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Washington, D.C. 20549
For the month of November 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 on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:
Exhibit 99.1November 2021 Investors 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: November 19, 2021



Integrated Developer, Owner and Operator of Renewable Energy Projects
Investors Presentation–November 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, the objectives of management and projections of results 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 business of the Company are based on current expectations that are subject to risks and uncertainties, including risks relating to the ability to procure financing for such projects, delays in construction, inability to obtain permits, timely or at all and are based on the current government tariff and/or commercial agreements relating to each project and on the current or expected licenses and permits of each project. In addition, the details, including projections, 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 (both equity and project financing). The use of certain words, including the words "estimate," "project," "intend," "expect", "plan", "believe," "will" 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 actuallyachievetheplans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forwardlooking 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, inability to obtain financing required for the development and construction of projects, delays in the commencement of operations of the projects under development, limited scope of projects identified for future development, our inability to reach themilestones required under theconditional license ofthe Manara project, delaysinthedevelopment and constructionof other projects under development and theimpactof the Covid-19pandemicon 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, changesin the supply and prices ofresources required for the operation oftheCompany'sfacilities (such as wasteand natural gas) and in theprice of oil, technical and other disruptionsin theoperations or construction ofthepower plants owned by theCompany. Theseand other risks and uncertainties associated with our business aredescribed in greater detail in thefilings wemakefromtime 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 newinformation,futureevents or otherwise.


Public company traded in TASE & NYSE American for 1,277M NIS as of November 16, 2021

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, adaptablebusiness
Ongoing growth with conservative leverage ratios
3

To be ahead of the curve in green energy generation and storage technologies.
To provide comprehensive solutions, from development to operation, enabling a stable supply of renewable energy from varied sources.
To be a profitable and sustainable business based on enhanced financing strategies and advanced technological expertise.
To protect the environment and benefitsociety 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 conservative leverage ratios and monetary strength.

| 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|
| 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) |
Financial closing Manara Pumped Storage Project (PSP) (February 2021( |
| Talasol entered into financing agreements with Deutsche Bank and EIB Commercial operationof |
Sold 49% of Talasol Financial closing and start construction in Talasol Sold 22.6 MW Italian PV portfolio with profit of |
Won 20 MW PV + storage in a quota tender process published by the Israeli Electricity Authority Project includes: 40 MWH DC power 80 MWH battery storage |
Manara PSP, Notice to proceed to the EPC contractor (April 2021( 28 MW PV project, Spain Notice to proceed (June 7, 2021) |
| second biogas projectin the Netherlands |
~ 19Mil € Executed 2 Framework Agreements for the Development of 515MW PV Projects in Italy |
Acquired Gelderland biogas project in the Netherlands, with a permit to produce ~ 7.5 million Nm3 per year and actual production capacity of ~ 9.5 million Nm3 per year |
20 MW PV in Italy expected to be ready for construction by end of year 439 MW PV in Italy in advanced development stage |


See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures
* There may be a transition of approximately 70 MW from 2022 to 2021

| Early Stage Development 850 MW |
Italy+ Spain - aggregated 850 MW PV |
|---|---|
| Under AdvancedDevelopment 479 MW |
Italy - 439 MW PV Israel - 40 MW PV + Storage |
| Under / Ready for Construction 204 MW |
Italy - 20 MW PV Spain - 28 MW PV Manara Cliff, Pumped Storage - 156 MW |
| Connected to the grid 416 MW |
PV - Spain & Israel Biogas- Netherlands Dorad Power Station |
For 100%holding (other than Dorad for which only the Company's share is presented).

Diverse Green Energy Infrastructure
Development, Construction, Operation





| Projects | % Ownership |
License | MW | Expected Distribution in 2021 |
Expected Annual Revenues in 2021 |
Expected Annual Adjusted EBITDA in 2021 |
Expected Annual Adjusted FFO in 2021 |
Expected Debt as of December 31, 2021 |
Expected interest on bank loans in 2021 |
Expected Cash flow in 2021 |
|---|---|---|---|---|---|---|---|---|---|---|
| Connected to the grid and operating |
||||||||||
| Spain – Talasol PV |
51% | 300 MW |
23-25 (*) |
17-18 (*) |
11 (*) |
130 (*) |
3.7 (*) |
4.0 (*) |
||
| Spain – 4 PV |
100% | 2041 | 7.9 MW |
2.9 | 2.0 | 1.5 | 14.4 | 0.4 | 0.5 | |
| Israel –Talmei Yosef PV(1) |
100% | 2033 | 9 MW |
4.2 | 3.6 | 2.8 | 16 | 0.8 | 1.0 | |
| The Netherlands Biogas |
100% | 2031 | 19 MW base load equal to 1,800 m3/h gas production |
13 | 4.0 | 3.6 | 14 | 0.4 | 2.0 | |
| Israel – Dorad (based on 2020 reports) (2) |
~9.4% | 2034 | 860 MW (the company's share is ~ 80 MW) |
3.0 | 57 | 13 | - | - | - | 3.0 |
| Total Installed |
416 MW |
See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures
12(1) The PV Plantlocated in Talmei Yosef, Israel is presented under the fixed assetmodel and not under the financial assetmodel as per IFRIC
s share'(2) The figures represent the Company
* For 100%holding. The Company's shareis 51%
| Projects | % Ownership |
License | MWp/ MWp/h |
ExpectedAnnual Revenues |
Expected Annual EBITDA |
Expected Annual FFO |
Expected Cost | |
|---|---|---|---|---|---|---|---|---|
| Under /Reay |
for Construction | |||||||
| Spain - PV |
100% | Expected production start: 2022 |
28 MW |
2.3 | 2 | 1.8 | 18.6 | |
| Israel – Manara Cliff |
% 4383. |
Expected production 2026start: |
156 MW |
67 (*) | 30 (*) | 26 (*) | 387 | |
| Italy - PV |
100% | Expected production start: 2022 |
20 MW | 1.7 (**) | 1.2 (**) | 1.1 (**) | 11.1 | |
| Total Under / Ready for Construction | 204 MW | |||||||
| UnderDevelopment | ||||||||
| Israel - PV + Storage |
100% | Expected production start: 2023 |
40 MW | |||||
| Italy - PV |
100% | Expected production start: 2021-2023 |
439 MW |
|||||
| Early stage development Italy + Spain - PV |
100% | 850 MW | ||||||
| Total Under Development |
1,329 MW |
* On an average basis for 100%holding. The Company's shareis ~ 83.34%
** On an average basis
The Company will be required to raise additional funds in order to fulfill its development plans.

Acquired December 2020



| 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 | -0.4 | -0.4 | -0.4 |
| Taxes on income | - | - | - |
| Adjusted FFO | 3.6 | 4.7 | 4.9 |
See Appendix C for reconciliation and disclosure regarding the use of non-IFRS financial measures

| Ownership: Ellomay Capital Ltd. - AMPA Investments Ltd.- |
83.34 % 16.66% * |
Plant type: 1 pumped hydro storage plant |
Location: Manara Cliff - Israel |
||
|---|---|---|---|---|---|
| Expected Capacity: 156 MW |
Expected Cost: EUR 390M |
Notice To Proceed (NTP): April 2021 |
Expected Revenues **: ~ 67M EUR |
Expected EBITDA**: ~ 30M EUR |
* Sheva Mizrakot Ltd. Holds 25% of the Manara project. 66.67% of Sheva Mizrakot is owned by Ampa Investments Ltd. (representing 16.66% of the Manara project) and the remaining 33.33% are indirectly owned by the Company (representing 8.34%).
** On an average annual basis


Panoramic view
| Acquired: 2017 |
Plant type: 1 PV plant |
Location: Talaván, Cáceres, Spain |
|
|---|---|---|---|

Capacity: 300 MW
Starting power production: December 2020
Final Cost: 227M EUR
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 Preliminary Acceptance Certificate (PAC) January 27, 2021 |
|---|---|---|---|---|---|
| ---------------------------------------------------------------------------- | -------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------- |

* Forecastis provided for 100% holding (the Company'sshare is 51%)
Framework Agreementsfor the Development of 1,209 MW PV Projectsin Italy
Signed: 2020
Plant type: Multi PV plants
Location: Italy
| Expected | Expected power |
Expected |
|---|---|---|
| Capacity: | production*: | Cost: |
| 1,209 MW |
20 MW - 2021 |
665M EUR |
| 178 MW - 2022 |
||
| 261 MW - 2023 |
||
| 332 MW - 2024 |
||
| 418 MW - 2025 |
*There may be a transition of about 70 MW from 2022 to 2021



| July 14, 2020 |
|---|
| Israel |
| 40 |
| 20 |
| 19.7% |
| 72,771 |
| NIS 160 M |
| 19.90 |
| 23 |

* This capacity may include more then one project * Source: https://www.nrel.gov/research/publications.html

(EUR thousands)

| December 31, 2017 |
% Of BS |
December 31, 2018 |
% Of BS |
December 31, 2019 |
% Of BS |
December 31, 2020 |
% Of BS |
|
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalent, deposits and marketable securities |
26,124 | 13% | 39,014 | 18% | 53,197 | 17% | 76,719 | 17% |
| Financial Debt* |
106,515 | 54% | 117,435 | 56% | 164,904 | 53% | 280,893 | 61% |
| Financial Debt, net* |
80,391 | 41% | 78,421 | 37% | 111,707 | 36% | 204,174 | 44% |
| Property, plant and equipment net (mainly in connection with PV Operations) |
78,837 | 40% | 87,220 | 41% | 114,389 | 37% | 264,095 | 57% |
| Investment in Dorad |
30,820 | 16% | 28,161 | 13% | 33,561 | 11% | 32,234 | 7% |
| CAP* | 184,015 | 93% | 194,392 | 92% | 272,470 | 88% | 405,919 | 88% |
| Total equity |
77,500 | 39% | 76,957 | 36% | 107,566 | 35% | 125,026 | 27% |
| Total assets |
198,088 | 100% | 211,160 | 100% | 310,172 | 100% | 460,172 | 100% |
* See Appendix B for calculations

| December 31 , 2017 |
December 31 , 2018 |
December 31, 2019 |
December 31, 2020 |
|
|---|---|---|---|---|
| Financial Debt to CAP * |
58% | 60% | 61% | 69% |
| Financial Debt, net to CAP * |
44% | 40% | 41% | 50% |
* 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 conservative leverage, high capital and investment ratios

Continuous growth. Sustainable, proven business experience




The Photo-Voltaic effect enables conversionof light into electricity using semiconductors.
IEA: PV expected to double until 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/


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.


Forfurther Info: Ran Fridrich, CEO: [email protected] Kalia Rubenbach, CFO: [email protected]

AdjustedEBITDA and AdjustedFFO are non-IFRSmeasures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculatedby adding tax and financing expensesto EBITDA. The Company uses the terms "Adjusted EBITDA" and "Adjusted FFO" tohighlight the factthat the Company presents the revenues from the Talmei Yosef PV plant under the fixed asset model andnotunder IFRIC 12 and presents itsshare in Dorad basedon distributions of profit andnoton the basis of equity gain usingthe equity method inthe calculationof Adjusted EBITDA. The Company presentsthesemeasuresinorder to enhance the understanding ofthe Company's operating performance and to enable comparability between periods. While the Company considersthese non-IFRS measurestobe important measures of comparativeoperating performance, these non-IFRS measures should not be consideredin isolationor as a substitute for net income or other statementof operations or cash flowdata preparedin accordance withIFRS as a measure of profitability or liquidity. These non-IFRS measures do not take into accountour commitments, including capital expenditures and restricted cash and,accordingly, are not necessarily indicative of amountsthat may be available for discretionary uses. Inaddition,Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indicationof cashavailable to fund all cashflow needs,including the ability to make distributions.Not all companies calculate Adjusted EBITDA or Adjusted FFOin the same manner, and themeasures as presented maynot be comparable to similarly-titled measures presented by other companies. Our actualAdjusted EBITDAandAdjusted FFOmay notbe indicative of our historic operating results; nor is itmeant tobe predictive of potential future results. The Company usesthese measuresinternally as performancemeasures and believes that when thesemeasures are combined with IFRS measuresthey add useful information concerning the Company's operating performance. A reconciliation betweenmeasures on anIFRS and non-IFRS basisis provided inthisslide.
| 2021 (E) |
2022 (E) | 2023 (E) | 2024 (E) | |
|---|---|---|---|---|
| Net income for the period, adjusted as set |
||||
| forth in the notes below |
0 | 3 | 8 | 10 |
| Intereston bank loans, debentures and others |
12 | 13 | 15-16 | 16-17 |
| Taxes on income |
~ 0 |
1 | 3 | 4 |
| Depreciation | 13-14 | 16-17 | 22-23 | 25-26 |
| Adjusted EBITDA |
25-26 | 33-34 | 48-50 | 55-57 |
| Intereston bank loans, debentures and others |
(12) | (13) | (15-16) | (16-17) |
| Taxes on income |
)~ 0( |
(1) | (3) | (4) |
| AdjustedFFO | 13-14 | 19-20 | 30-31 | 35-36 |
| Adjusted EBITDA |
25-26 | 33-34 | 48-50 | 55-57 |
| G&A corporate and project development costs |
5 | 5 | 5 | 5 |
| Adjusted EBITDA from projects |
30-31 | 38-39 | 53-55 | 60-62 |
| Adjusted FFO |
13-14 | 19-20 | 30-31 | 35-36 |
| G&A corporate and project development costs |
5 | 5 | 5 | 5 |
| Intereston debentures |
3 | 4 | 4 | 4 |
| Adjusted FFO from projects |
21-22 | 28-29 | 39-40 | 44-45 |
The PV Plantlocated in Talmei Yosef, Israel is presented under the fixed assetmodel and not under the financial assetmodel as per IFRIC 12. •
The company's sharein Dorad is presented based on distributions of profits and not on the basis of equity gain using the equity method. •
The Company defines Financial Debt asloans and borrowings plus debentures (currentliabilities) plus finance lease obligations pluslong-termbank loans plus debentures(non-currentliabilities), Financial Debt, Net as Financial Debtminus cash and cash equivalent minusinvestments held for trading minusshort-termdeposits and CAP as equity plus Financial Debt. The Company presentsthese measures in order to enhance the understanding of the Company's leverage ratios and borrowings. While the Company considersthese measuresto be an importantmeasure of leverage,these measures should not be considered in isolation oras a substitute forlong-termborrowingsor other balance sheet dataprepared in accordance with IFRS as a measure of leverage. Not all companies calculate these measuresin the same manner, and the measure as presentedmay 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 |
December 31, |
|
|---|---|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | |||||
| Current liabilities |
||||||||
| Current maturities of long term bank loans |
€ | (3,103) | € | (5,864) | € | (4,138) | € | (10,232) |
| Current maturities of long term loans |
€ | - | € | - | € | - | € | (4,021) |
| Debentures | € | (4,644) | € | (8,758) | € | (26,773) | € | (10,600) |
| Non-current liabilities |
||||||||
| Finance lease obligations |
€ | (3,690) | € | - | € | - | € | - |
| Long-term bank loans | € | (42,091) | € | (60,228) | € | (40,805) | € | (134,520) |
| Other long-term loans | € | - | € | - | € | (48,377) | € | (49,396) |
| Debentures | € | (52,987) | € | (42,585) | € | (44,811) | € | (72,124) |
| Financial Debt(A) |
€ | (106,515) | € | (117,435) | € | (164,904) | € | (280,893) |
| Less: | ||||||||
| Cash and cash equivalents |
€ | 23,962 | € | 36,882 | € | 44,509 | € | (66,845) |
| Marketable Securities |
€ | 2,162 | € | 2,132 | € | 2,242 | € | (1,761) |
| Short term deposits |
€ | - | € | - | € | - | € | (8,113) |
| Financial Debt, net(B) |
€ | (80,391) | € | (78,421) | € | (118,153) | € | (212,287) |
| Total equity (C) |
€ | (77,500) | € | (76,957) | € | (107,566) | € | (125,026) |
| Financial Debt(A) |
€ | (106,515) | € | (117,435) | € | (164,904) | € | (280,893) |
| CAP (D) |
€ | (184,015) | € | (194,392) | € | (272,470) | € | (405,919) |
| Financial Debtto CAP (A/D) |
58% | 60% | 61% | 69% | ||||
| Financial Debt, net to CAP (B/D) |
44% | 40% | 43% | 50% |
EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses,net, taxes, depreciation and amortizationandFFO (funds from operations) is calculatedby adding tax and financing expensesto EBITDA. The Company uses the term "Adjusted FFO" to highlight the fact that the financing expenses presentedin the calculation of Adjusted FFO exclude interest on inter-company loans. The Company presents thesemeasuresin order to enhance the understanding ofthe Company's biogas operations and to enable comparability betweenperiods. While the Company considersthese non-IFRS measuresto be important measures of comparative operating performance, these non-IFRSmeasuresshould notbe consideredin isolation or as a substitute for netincome or otherstatementof operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity.These non-IFRS measures do not take intoaccount our commitments, including capital expenditures and restricted cashand, accordingly, are notnecessarily indicative of amountsthat may be available for discretionary uses.In addition,Adjusted FFO does not represent and is not an alternative to cashflowfrom operations as defined by IFRS and is not an indication of cashavailable to fund all cashflow needs,including the ability to make distributions.Not all companies calculate EBITDA or Adjusted FFOin the samemanner, and the measures as presented may not be comparable to similarly-titledmeasures presented by other companies. The Company uses these measuresinternally as performance measures and believesthatwhenthesemeasures are combinedwith IFRS measuresthey adduseful informationconcerning the Company's operating performance. A reconciliation between measures on an IFRS and non-IFRS basis is providedin thisslide.
| 2021 (E) |
2022 (E) |
2023 (E) |
|
|---|---|---|---|
| Net Income for the period |
0.4 | 1.4 | 1.6 |
| Financing Expenses, net |
1.3 | 1.3 | 1.3 |
| Taxes on Income |
- | - | - |
| Depreciation | 2.3 | 2.4 | 2.4 |
| Ebitda | 4 | 5.1 | 5.3 |
| Interest on bank loans |
-0.4 | -0.4 | -0.4 |
| Taxes on Income |
- | - | - |
| Adjusted FFO |
3.6 | 3.8 | 4 |

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