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Energix Renewable Energies Ltd.

M&A Activity Mar 11, 2025

6776_rns_2025-03-11_1f4d3e4a-5420-4c5d-bab4-2a20bca3cf65.pdf

M&A Activity

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This document is an unofficial translation of the Company's original Hebrew report dated March 3, 2025 (Reference Number: 2025-01-014021) (the "Report"). The Hebrew version of the Report is the binding version. This translation was prepared for convenience purposes only.

Energix- Renewable Energies Ltd.

("the Company")

Ramat- Gan, March 3 2025

To: Israel Securities Authority www.isa.gov.il

To: The Tel Aviv Stock Exchange Ltd. www.tase.co.il

Subject: Execution of an Agreement for the Acquisition of a Wind Farm and a Photovoltaic Facility with a Total Capacity of up to 470MW in Lithuania

The Company announces that on March 2, 2025, it1 entered into an agreement with third parties to acquire full ownership of a special purpose project company that is the owner of the rights to construct a wind farm project with a capacity of approximately 140MW and a photovoltaic facility project with a capacity of up to 330MWp in Lithuania, for a total purchase price of approximately €25 million (the "Project" and the "Transaction", respectively).

Ownership transfer in the Project and payment of 80% of the purchase price to the sellers will occur upon the issuance of a construction permit for the Project, which, according to the sellers' estimates, is expected within a few months ("Transaction Completion"). The remaining 20% of the purchase price will be paid upon the actual commencement of construction works.

The Company estimates that project construction will begin during the second half of 2025, with commercial operation expected in Q4 2026. The total construction cost of the Project is estimated at €350–390 million. The Company has received proposals for project financing covering approximately 65% of the total Project's costs. Based on expected electricity prices in Lithuania, the Project's average anticipated revenue for the first five years is estimated at €50–60 million per year.

Additionally, the Transaction includes standard terms for acquisitions of this type, such as representations and warranties provided by each party, along with other customary provisions.

It is noted, that this is the Company's first project in Lithuania, as part of its potential expansion beyond Poland, which borders Lithuania. The Company's operations in Lithuania will be based on its existing independent operational structure in Poland.

1. General Information on the Lithuanian Energy Market:

Based on public information and market research, the Lithuanian electricity sector is an evolving market, targeting a renewable energy generation share of approximately 45% by 2030, as part of Lithuania's aspiration for energy independence (currently, Lithuania imports approximately 50% of its consumed electricity). Electricity is traded on Nord Pool, the largest electricity exchange in the world, with Lithuania's grid being physically connected to the European electricity network, including Poland.

Information regarding the completion of the Transaction, the Project's capacity, its actual commencement of construction, construction costs, and timelines for the completion the Transaction, the commencement of construction works and commercial operation (including their actual occurrence), expected revenues, as well as the availability and terms of financing, is based on the Company's estimates as of the date of this report, based on the Company's experience in similar projects, though their realization is uncertain and beyond the Company's control. Such information constitutes forward-looking statements as defined under Section 32A of the Israeli Securities Law, 5728-1968. This information may not materialize, in whole or in part, due to potential delays in obtaining necessary approvals, market conditions, sellers' fulfillment of obligations, and other risk factors inherent in the Company's operations, as detailed in Section 31 of Part A of the Company's periodic report for 2024, published concurrently with this immediate report.

Sincerely,

Energix - Renewable Energies Ltd.

By:

Mr. Asa Levinger, CEO Ms. Dafna Reznick, EVP Legal

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