Ellomay Capital Ltd.

Regulatory Filings • Dec 22, 2016

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 December 2016 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.

Form 20-F 区

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(0)(7): ___

Indicate by check mark whether the registrant by firmation contained in this Form is also thereastion to the Commission pursuant to Rule 122-20) 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-

EXHIBIT 99.1 (OTHER THAN THE FIFTH PARAGRAPH) AND EXHIBIT 9.2 (OTHER THAN THE FOURTH PARAGRAPH) OF THIS FORM 6.K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 33-19996 AND 33-14417) AND FORM S-8 (NOS. 333-102288 AND 33-2491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSICUENTLY FILED OR FURNISHED.

This Report on Form 6-K of Ellomay Capital Ltd. consists of the following documents, which are attached heretor and increan

2016.

Exhibit 99 1.	Press Release: "Ellomay Capital Announces Closing of 51% in an Anarobic Digestion Facility in the Netwerlands and Financial Closing of the Project," dated December 21, 2016.
Exhibit 99.2.	Press Release: "Ellomay Capital Reports Dectricity Authority to Decrease Electricty Production Tariff by Less Than 0.5%," aded December 21,

2

Signatures

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

Ellomay Capital Ltd.

By: /s/_Ran Fridrich
Ran Fridrich Chief Executive Officer and Director

Dated: December 22, 2016

Exhibit 99.1

Ellomay Capital Announces Closing of Acquisition of 51% in an Anaerobic Digestion Facility in the Netherlands and Financial Closing of the Project

Acquires 51% of the Project pursuant to Joint Venture Agreement with Ludan

Tel-Aviv, Israel, December 21, 2016 – Ellemay Capital Ltd. ("Ellomay" or the "Company"), an emeging operator in the renewable evergy infrastructure sector, today announced the closing of is first investment on The Nebelands pursuant to a joint venture agreement excecuted in July 2016 between Ellonay Lucenburg Holdings S.ir., the Company's wholes of ("Ellonay Luxemburg") and Ludan Energy Overses B.V. ("Ludar") (an indirectly wholly-oved subsidary of Ludan Engineering Co. Ltd. (TASE: LUDN)).

The project company, Green Goor"), is in the process of developing an anarobic digestion plant, with a green gas production capacity of approximately 37 Ym31, in Goor, the Netherlands (the "Goor Project"). Ellons to Ludan in aggregate amounts of Euro 2.1 million (approximately \$2.2 million) and upon the financial closing of the Goor Project, which occured on 2016, these loans converted into shareholder's loans of Ellomay Luxemburg to Groen Goor.

On December 20, 2016, the financial closing of the Goor Projective Rabbank U.A. agreed to provide the following financing tranches: (i) wo boas with prima anounts of Euro 3.9 million, each with a fixed annual interest rate of 3% for the first five years, for a period of 2.2.5 years, reported of 2.2.5 years, excepted on excepted three months following the connection of the Goor Project's facility to the grid facility of Euro 370.000 with variable interest.

The Goor Project an engineering, procurent and construction agreement with an affiliate of Ludan and maintenance agerenent with an affiliate of Lucian, both based on terms aread to by us and Luda, I is estimated that the construction of the Goor Project shall be approximately one ver and the expected overall capital expenditure in connection with the Goor Project are approximately \$10,6 million).

Ran Fridical, CEO and director of Ellonay, comments: "The Dutch Biogas projects is an important milestone for Ellomay, except plan to expand is operations. These projects combine in the Dutch renewable energy market, which is expected to gow rapidly over the reat year."

About Ellomay Capital Ltd.

Ellomar is an Issael based company whose shares are registed with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellonay Capital focuses its business in the energy and influide. Ellonay (formerly Nur Macropinters Ltd.) previously was a supplier of wide format and super-wide format digital pining systems and related products worldwide, and sold this business to Hewlett-Packard Company during 2008 for more than \$100 million.

To date, Ellomay has evaluation and invested significant funds in the renewable, clean energy and natures in Issae, Industins 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 own private power plants with production capacity of appreximately 80 MW, representing about 6%-8% of Israel's total current electricity consumption: and
• 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and Ellomay Parage (2014) Ltd., all of which are involved in a project to construct a 340 MV pumped storge hydro power plant in the Manara Cliff, Israel.

Ellonay Capital is controlled by Mr. Shlono Nehand Mr. Ran Fridrich. Mr. Nehama is one of Issnessmen and the former Chairman of Israel's leading bank, Bank Hapohalim, and Messrs. Raphael and Fridith both have vast experience in financial and industrial businesses. These controlling sharebolders, along with Ellongy's d professional management, accumulated extensive suitable business opportunities worldwide. Ellonay believes the expertise of Ellonay's controlling shareholders and mangement enables the Company to access the capital matitutional investors and other potential partners. As a result, we believe Ellonay is sapthle 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 risks and uncertaintes, including statements that are based on the current expectations and assumptions of the Company's management. All statements of historical facts, included in this press release regarding the Company's plans and asumptions of mangement are forward-looking statements. The use of cetimae, " "project," "believ" and similar expessions are intended to identify forward-looking statements within the meanines Litigation Referm Act of 1995. The Company not actually active the plans, intentions or expectations disclosed in the forward-looking statements and you should not plane on the Compan's forward-looking statements. Various may as a mark or events of fier materially from that may be expressed or implied by our forwards, such as regulatory changes in demand, technical and other discuptions in the operations of the pover plant operated by Dorad and charges. These and other risks and uncertaintes associated with the Company's business are described in the filings the Company makes from time to the suchange 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 orward-looking statements, whether as a result of new information otherwise.

Contact: Kalia Weintraub CFO Tel: +972 (3) 797-1111 Email: anatb@ellomay.com

Ellomay Capital Reports Decision by the Israeli Electricity Authority to Decrease Electricity Production Tariff by Less Than 0.5%

Israeli Electricity Authority not to further revise tariffs until December 2017

Tel-Aviv, Israel, December 21, 2016 – Ellonay Capital Andrew of the "Compan"), an enceging operator in the renewable energy influstructure sector, today reported the public Utilies Authority – Electricity (the "Electricity Authority") of its desion concerning the tariff ipdates for 2017 (the "Decision")

The Decision follows the previously announced scheding (the "Hearing") concerning possible eductions in the elections in the electricity production in the electricity of approximately 8%. The electicity production tariff is used by Dond The Company indivedly looks 9,375%, as the basis for the price charged for the electived provides. Based on Docad's financial statements for the Deptember 30, 2016, Dorad expected that the previously disoussed reduction would lave a naterial arerse mpact on Dorad's cash flows, its portis and on its coverage of 2017 i may not be able to meet the coverage ratios, specifically for distributions to its sharebolders

On December 19, 2016, following the Heatrity Authority published the Decision in which, anong other things, it determined to limit the reduction in the election in the electi to approximately 0.45% and it states that it will not further update the tariffs until December 2017.

Ran Fridico. CEO and drector of Ellencer of Elle the decision of the Electricity Authority, eliminating almost one proposed taff reduction. Ne expect tat the new tariff, which is set for at least one year, will enable ovenants for distribution to its shareholders, including Dor Energy, in which we own 50%"

About Ellomav Capital Ltd.

Ellomar is an Issael based company whose shares are registed with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellonay Capital focuses its business in the energy and influide. Ellonay (formerly Nur Macropinters Ltd.) previously was a supplier of wide format and super-wide firmat digital pining 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 opprificant funds in the renewable, clean energy and natural resources industries in Israel, Including

• Approximately 22.6MW of photovoltaic power plants in Italy and approximately 7.9MW of photovoltaic power plants in Spany
• 9.375% indiced interest in Dorad Energy Ltd, which strest private power plants with production capacity of appresenting about 6%-8% of Israel's total current electricity consumption; and
• · 73% of Chashed Elyon Ltd., Agra Sheura Electra, L.P. and Ellonay Pumped Storage (2014) Ltd., all of which are involved in a project to construct a 30 MW pumped storge hydro power plant in the Manara Cliff, Israel.

Exhibit 99.2

Ellonay Capital is controlled by Mr. Shlono Nehand Mr. Ran Fridrich. Mr. Nehama is one of Issnessmen and the former Chairman of Israel's leading bank, Bank Hapohalim, and Messrs. Raphael and Fridith both have vast experience in financial and industrial businesses. These controlling sharebolders, along with Ellongy's d professional management, accumulated extensive suitable business opportunities worldwide. Ellonay believes the expertise of Ellonay's controlling shareholders and mangement endoles the Company to access the capital matitutional investors and other potential partners. As a result, we believe Ellonay is sapthle 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 risks and uncertaintes, including statements that are based on the current expectations and assumptions of the Company's management. All statements of historical facts, included in this press release regarding the Company's plans and asumptions of mangement are forward-looking statements. The use of cetimae, " "project," "believ" and similar expessions are intended to identify forward-looking statements within the meanines Litigation Referm Act of 1995. The Company not actually active the plans, intentions or expectations disclosed in the forward-looking statements and you should not plane on the Compan's forward-looking statements. Various may as a mark or events of fier materially from that may be expressed or implied by our forwards, such as regulatory changes in demand, technical and other discuptions in the operations of the pover plant operated by Dorad and charges. These and other risks and uncertaintes associated with the Company's business are described in the filings the Company makes from time to the suchange 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 orward-looking statements, whether as a result of new information otherwise.

Contact: Kalia Weintraub CFO Tel: +972 (3) 797-1111 Email: anatb@ellomay.com