ELLO.AMEXEllomay Capital LTD
20-F: Ellomay Capital Ltd. Files 20-F Annual Report, Details Italian Solar Leases and New Clawback Policy
Ellomay Capital Ltd. releases its annual report, highlighting Italian solar leases, financial performance, and the adoption of a Dodd-Frank clawback policy.
Summary
- Ellomay Capital Ltd. has filed its annual report on Form 20-F.
- The report details several land lease agreements for Italian solar projects, including Ellomay Solar Italy One SRL, Two SRL, Four SRL, Five SRL, Seven SRL, Nine SRL and Ten SRL.
- The company has adopted a Dodd-Frank clawback policy for recovering erroneously awarded compensation from executive officers.
- The report includes audited consolidated financial statements prepared in accordance with IFRS.
- The company is involved in the initiation, development, construction and production of renewable and clean energy projects in Europe, USA and Israel.
Positives
- The company has secured land for multiple solar projects in Italy, ensuring future development opportunities.
- Adoption of a clawback policy enhances corporate governance and accountability.
- The company is actively involved in renewable energy projects in Europe, USA and Israel.
Risks
- The report mentions potential risks related to regulatory changes, weather conditions, contractor performance, and financial incentives affecting renewable energy projects.
- The company's reliance on the Talasol PV Plant for a significant portion of its revenues and cash flows is a risk factor.
- The company is exposed to risks associated with legal or administrative proceedings.
- The company is exposed to potential adverse impact of political, economic and military instability in Israel and its region.
Key Dates
| Date | Description |
|---|---|
| 1934 | Securities Exchange Act of 1934 mentioned. |
| 1961 | Israeli Income Tax Ordinance mentioned. |
| 1968 | Israeli Securities Law mentioned. |
| 1975 | Hermetic Trust (1975) Ltd. incorporated. |
| 1986 | Internal Revenue Code of 1986 mentioned. |
| 1987-07-29 | Ellomay Capital Ltd. incorporated as Nur Advertisement Industries 1987 Ltd. |
| 1995 | Private Securities Litigation Reform Act of 1995 mentioned. |
| 1999 | Israeli Companies Law, 5759-1999 mentioned. |
| 2000 | Companies Regulations (Relief in Related Party Transactions), 2000 mentioned. |
| 2002 | Sarbanes-Oxley Act of 2002 mentioned. |
| 2003 | Securities Regulations (Periodical Reports and Immediate Reports of a Foreign Corporation), 5761-2001 mentioned. |
| 2003-07 | Audit Committee adopted a policy requiring management to obtain the Audit Committees approval before engaging our independent auditors worldwide to provide any other audit or permitted non-audit services to us. |
| 2004 | Spanish Royal Decree 436/2004 mentioned. |
| 2006 | Legislative Decree no. 152 of April 3, 2006 mentioned. |
| 2007 | Royal Decree 661/2007 mentioned. |
| 2008-03 | Shlomo Nehama and Ran Fridrich appointed to the Board. |
| 2008-12 | Management Services Agreement entered into with Kanir and Meisaf. |
| 2008 | Israeli Clean Air Law, 2008 mentioned. |
| 2008-12-30 | Shareholders approved the Second Amended and Restated Articles. |
| 2009-01 | Ran Fridrich appointed interim chief executive officer. |
| 2009-12 | Ran Fridrich appointed chief executive officer. |
| 2009 | Manara PSP granted a conditional license. |
| 2010-11 | Dorad entered into a shareholders agreement. |
| 2010-11-25 | Ellomay Energy Ltd. entered into an Investment Agreement with the Dori Group and Ellomay Luzon Energy. |
| 2010-12 | Israeli National Committee for Planning and Construction approved National Outline Plan 10/d/10. |
| 2011-01 | Dori Investment consummated. |
| 2011-03 | Legislative Decree no. 28 of March 3, 2011 mentioned. |
| 2011-07 | Israeli government adopted a roadmap for the market in July 2011 and setting targets for renewable energy manufacturing. |
| 2011-08-22 | Ordinary shares listed on the NYSE American LLC. |
| 2012-12 | Spanish Parliament enacted the 15/2012 on fiscal measures for the sustainability of the energy sector. |
| 2012-10-15 | Dorad entered into the Tamar Agreement. |
| 2013-07-12 | Royal Decree-law 9/2013, dated July 12, 2013 mentioned. |
| 2013-10-27 | Ordinary shares listed for trading on the Tel Aviv Stock Exchange. |
| 2013-12-27 | Law 24/2013, of December 27, 2013, of the Power Sector mentioned. |
| 2014-01 | Ellomay entered into an agreement with Ortam Sahar Engineering Ltd. |
| 2014-05 | Dorad Power Plant commenced commercial operations. |
| 2014-05-20 | Ellomay Manara entered into an agreement with Electra Ltd. |
| 2014-10 | Israeli government approved resolution no. 2117. |
| 2015-07 | Ellomay Luzon Energy and Hemi Raphael filed a petition for approval of a derivative action on behalf of Dorad. |
| 2015-07 | Dorad issued a long-term supply license. |
| 2015-09 | Israeli government set targets for renewable energy manufacturing. |
| 2015-12 | GSE published guidelines regarding disposal of PV panels that benefit from incentives. |
| 2016-02 | Edelcom filed a petition for approval of a derivative action against Ellomay Energy, the Luzon Group, Ellomay Luzon Energy and Dorad. |
| 2016-10-10 | Israeli Electricity Authority published a hearing concerning the development of new photovoltaic plants. |
| 2017-02-23 | Statement of claim filed by Ellomay Luzon Energy and Mr. Raphael on behalf of Dorad against Zorlu, Mr. Edelsburg, Edelcom and Edeltech Holdings. |
| 2017-10 | Dorad executed an agreement with Energean regarding the acquisition of natural gas. |
| 2017-11 | Minister of Energy approved an additional quota of 1,600 MWp for photovoltaic installations. |
| 2017-12 | Dorad and Edeltech O&M executed an operation and maintenance agreement for the Dorad Power Plant. |
| 2018-02 | EU Commission approved the scheme presented by the Italian government for the setting up of the so-called capacity market. |
| 2018-06 | Talasol executed the Talasol PPA. |
| 2018-07 | Amendment No. 16 to the Electricity Law was adopted. |
| 2018-10-05 | Royal Decree Law 15/2018, of October 5, 2018 mentioned. |
| 2019-04-17 | Ellomay Luxembourg executed a Credit Facilities Assignment and Sale and Purchase of Shares Agreement with GSE 3 UK Limited and Fond-ICO Infraestructuras II, FICC. |
| 2019-04 | Ellomay sold 49% of its holdings in Talasol. |
| 2019-06-28 | Decree issued by the Ministry of Economic Development on June 28, 2019. |
| 2019-07 | EU established the European Climate Law based on the RED II Directive. |
| 2019-07-04 | Italian Ministry for Economic Development issued a decree setting out a new incentive scheme for renewable energy plants including PV plants (Decree 4 July 2019, or the FER1 Decree). |
| 2019-09-03 | ARERA set the technical and economic parameters for the capacity auctions. |
| 2019-09-06 | Terna announced the procedure and the requirements of the tenders for 2022 and 2023. |
| 2019-11 | Results of the fourth tender related to land-mounted medium installations that were published in November 2019. |
| 2019-11 | Ellomay Luxembourg executed a Framework Agreement with the aim of reaching an aggregate authorized capacity of at least 250 MW over a three-year period. |
| 2019-11-24 | Royal Decree-law 17/2019, of November 22, 2019, enacted urgent measures for the necessary adaptation of remuneration parameters affecting the electricity system and responding to the process of cessation of activity of thermal generation plants. |
| 2019-12 | Ellomay Luxembourg executed a Framework Agreement with an established and experienced European developer. |
| 2020-06-25 | Royal Decree-Law 23/2020 of June 23, 2020, came into force. |
| 2020-07-19 | Ellomay was notified that it was one of the winners of a first-in-kind quota tender process published by the Israeli Electricity Authority. |
| 2020-10 | Israeli government approved a plan to increase its solar capacity by 15 GW. |
| 2020-12-01 | Ellomay acquired all issued and outstanding shares of Groen Gas Gelderland B.V. |
| 2020-12-27 | Israeli Electricity Authority published a decision regarding 2021 Annual Update to the Electricity Rate. |
| 2020-12-29 | Royal Decree 1183/2020 entered into force. |
| 2021-01 | United States has actively committed to addressing climate change through a series of ambitious goals, actions and legislations. |
| 2021-01-01 | Law 15/2012 sets forth a tax on energy generation of 7% from the total amount received for the production of electricity. |
| 2021-01-01 | The Israeli Electricity Authority published a decision regarding 2021 Annual Update to the Electricity Rate. |
| 2021-01-22 | CNMC Circular 1/2021 was published. |
| 2021-01-27 | Talasol achieved PAC. |
| 2021-01-31 | Israeli Electricity Authority published a decision regarding Electricity Rates for Customers of IEC in 2022. |
| 2021-02-11 | Financial closing of the Manara PSP. |
| 2021-02-14 | Execution of the EPC agreement for the construction of the Manara PSP. |
| 2021-02-23 | Ellomay issued Series D Convertible Debentures in a public offering in Israel. |
| 2021-04 | Construction of the Manara PSP commenced. |
| 2021-04-05 | Dorad entered into an additional gas purchase agreement with Tamar. |
| 2021-04-12 | Israeli Electricity Authority published a decision regarding an annual update to the 2022 electricity tariff. |
| 2021-05-20 | Law 7/2021 of May 20, 2021 on climate change and energy transition. |
| 2021-06 | EU established the European Climate Law based on the RED II Directive, in which the previously adopted CO2 reduction goals are made legally binding for the EU member states. |
| 2021-06-06 | Holders of Series C Debentures approved an amendment to the Series C Deed of Trust. |
| 2021-06-24 | Ellomay Solar PV Plant was connected to the electricity grid. |
| 2021-07-14 | Addendums to the Tamar Agreement and the Additional Tamar Agreement were subject to certain conditions precedent that were met on July 14, 2021. |
| 2021-07-01 | Amended and Restated Management Services Agreement, effective July 1, 2021. |
| 2021-07-28 | Israeli Electricity Authority published a decision titled Annual Electricity Rate Update 2022. |
| 2021-08 | Ellomay PS received a water plant license. |
| 2021-08-17 | Amendment no. 14 to the Electricity Sector Law was published. |
| 2021-09-14 | Royal Decree-Law 17/2021, of September 14, 2021, entered into force. |
| 2021-10 | Israeli Electricity Authority published a decision regarding the dates of payment and invoices. |
| 2021-10-25 | Ellomay issued additional Series C Debentures in a private offering in Israel. |
| 2021-12-21 | Royal Decree-Law 29/2021, of December 21, 2021, came into force. |
| 2021-12-27 | NIC decided to raise the construction of another power plant to a government decision. |
| 2022-01 | Talasol Financing achieved financial closing. |
| 2022-01 | Law No. 25 of 28 March 2022. |
| 2022-01 | Law 208/2015 (2016 Italian Budget Law) set out new criteria concerning the determination of the cadastral value of immovable assets with so called special and particular destination. |
| 2022-01-27 | Law Decree no. 4 of January 27, 2022, or Law Decree no. 4/2022 (converted into Law no. 25/2022 Extra-profits Measure). |
| 2022-02-24 | Full-scale military invasion of Ukraine by Russian troops was reported. |
| 2022-02-26 | Ellomay Solar entered into an engineering, procurement & construction agreement in connection with the Ellomay Solar PV Plant. |
| 2022-03-27 | Israeli Electricity Authority published a decision regarding Ongoing Update to Electricity Rates for Customers of IEC. |
| 2022-03-28 | Royal Decree-Law 3/2023, of March 28, 2023, extended the production cost adjustment mechanism. |
| 2022-03-29 | Royal Decree-law 6/2022, of March 29, 2022, or RDL 6/2022. |
| 2022-05 | Dorad Power Plant commenced operations in May 2014, following the receipt of the permanent production and supply licenses. |
| 2022-05-20 | Law 7/2021 of May 20, 2021 on climate change and energy transition. |
| 2022-06-06 | Holders of Series C Debentures approved an amendment to the Series C Deed of Trust. |
| 2022-06-24 | Ellomay Solar PV Plant was connected to the electricity grid. |
| 2022-06-25 | Royal Decree-law 11/2022, dated June 25, 2022. |
| 2022-07 | Dutch government presented the draft NECP (Ontwerp Beleidsprogramma Klimaat en Energie). |
| 2022-07-28 | Israeli Electricity Authority published a decision titled Annual Electricity Rate Update 2022. |
| 2022-08-22 | Operating contractor informed Dorad that 25% of the ordinary shares and voting rights in the maintenance contractor were transferred to Edeltech Holdings. |
| 2022-09-07 | EU Court of Justice confirmed the compliance of the Capacity Market scheme with the EU state aid rules. |
| 2022-09-14 | Royal Decree-Law 17/2022, of September 14, 2022. |
| 2022-09-22 | Royal Decree-law 17/2022, dated September 22, 2022, modifies Article 115 of the Royal Decree 1955/2000. |
| 2022-10-18 | Royal Decree-Law 18/2022, of October 18, 2022, or RDL 18/2022. |
| 2022-11 | Dorad started purchasing natural gas from Energean Israel Ltd. |
| 2022-11 | European Commission approved, under EU State aid rules, a 1.7 billion Italian scheme to support agrivoltaic installations. |
| 2022-11 | European Commission also approved another 5.7 billion Italian scheme to support renewable electricity self-production and self-consumption. |
| 2022-11 | The Dutch government published a policy program concerning green gas (biomethane). |
| 2022-11-29 | Agreement between Dorad and EAPPS was assigned to EAIS. |
| 2022-12-01 | A cap is applied on market revenues obtained from the production of electricity. |
| 2022-12-26 | Israeli Electricity Authority published a decision regarding Annual Update of 2023 Electricity Rates for Customers of the IEC. |
| 2022-12-27 | Royal Decree-law 8/2023 regulates the determination of the taxable base and the amount of the instalments of the tax on the value of electricity production for the year 2024. |
| 2022-12-28 | Dorads board of directors approved the distribution of an additional dividend in the amount of NIS 70 million. |
| 2022-12-29 | Italian Budget Law of December 29, 2022, no. 197. |
| 2023-01-01 | Various regulations on environment and spatial planning are implemented in the Dutch Environmental and Planning Act. |
| 2023-01-01 | The electricity sector in Israel is highly centralized. |
| 2023-01-08 | Alon Gat informed Dorad of the termination of the agreement, effective March 31, 2023. |
| 2023-01-16 | Ellomay issued Series F Debentures and Series 2 Options in an Israeli public offering. |
| 2023-01-26 | Israeli Electricity Authority published a decision regarding Annual Update of 2023 Electricity Rates for Customers of the IEC. |
| 2023-01-29 | Israeli Electricity Authority published a decision regarding Annual Update of 2024 Electricity Rates for Customers of the IEC. |
| 2023-02-01 | Ellomay issued Series E Secured Debentures. |
| 2023-02-05 | Maintenance contractor rejected the Companys demand and proposed an arbitration proceeding on the matter. |
| 2023-02-07 | Dorad sent a letter to the legal advisers of the NIC and the planning administration arguing that the NICs refusal to grant Dorad a building permit is illegal. |
| 2023-02-15 | Arbitrator approved replacing the late Mr. Hemi Raphael as the claimant with Mr. Ran Fridrich. |
| 2023-02-26 | Ellomay Solar entered into an engineering, procurement & construction agreement in connection with the Ellomay Solar PV Plant. |
| 2023-02-27 | Company decided to exercise the arbitration mechanism in accordance with the operation and maintenance agreement between the parties. |
| 2023-03-14 | Ellomay entered into a Joint Development Agreement for the development of solar photovoltaic projects in the State of Texas. |
| 2023-03-22 | Dorad entered into an addendum to the Tamar Agreement. |
| 2023-03-27 | Israeli Electricity Authority published a decision regarding Ongoing Update to Electricity Rates for Customers of IEC. |
| 2023-03-28 | Royal Decree-Law 3/2023, of March 28, 2023, extended the production cost adjustment mechanism. |
| 2023-04-02 | Addendum to the Talmei Yosef Sale Agreement was executed, providing for a 45-day extension of the deadline until May 15, 2024 for fulfillment of the closing conditions. |
| 2023-04-04 | Dorad received an update of its debt rating forecast to ilAA-/Negative. |
| 2023-04-05 | Dorad entered into an additional gas purchase agreement with Tamar. |
| 2023-05-01 | Preliminary discussion was held with the agreed arbitrator. |
| 2023-05-28 | Israeli Government approved the national infrastructures plan (NIP 11/b). |
| 2023-06 | European Climate Goals In June 2021 the EU established the European Climate Law based on the RED II Directive, in which the previously adopted CO2 reduction goals are made legally binding for the EU member states. |
| 2023-06-28 | An arbitration award was issued in connection with the arbitration proceeding. |
| 2023-06-28 | Royal D ecree-Law 5/2023 of June 28, 2023, which adopted multiple measures and regulatory modifications in various areas and affected multiple sectors, included certain provisions affecting PV projects in Spain. |
| 2023-06-30 | Talmei Yosef Sale Agreement provides for a cutoff date of June 30, 2023. |
| 2023-06-30 | The European Commission approved, under EU State aid rules, a 1.7 billion Italian scheme to support agrivoltaic installations. |
| 2023-06-30 | The European Commission also approved another 5.7 billion Italian scheme to support renewable electricity self-production and self-consumption. |
| 2023-06-30 | Order TED/741/2023, of June 30, 2023, updating the remuneration parameters of the applicable type installations to determinate installations of production of electrical energy from renewable energy sources, cogeneration and waste, that applies to the regulatory semi-period that begins on January 1, 2023 and ends December 31, 2025. |
| 2023-07-04 | Parties to the arbitration approached the retired judge named in the arbitration agreement as the agreed appeal arbitrator asking him to agree to rule on the appeal concerning the arbitration award. |
| 2023-07-05 | Parties to the arbitration approached the retired judge named in the arbitration agreement as the agreed appeal arbitrator asking him to agree to rule on the appeal concerning the arbitration award. |
| 2023-07-06 | Judge notified the parties that he agrees to rule on the appeal. |
| 2023-07-12 | Dorad received a copy of a petition submitted by O.P.C Hadera Expansion Ltd. |
| 2023-07-17 |
Keywords
Ellomay Capital, Annual Report, Solar Leases, Italian Solar Projects, Dodd-Frank, Clawback Policy, Financial Statements, Renewable Energy, Italian PV Portfolio, Manara PSP
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