October 25, 2012
Ellomay Capital Ltd. (NYSE
: ELLO) (
, today reported the execution of an addendum to the investment agreement executed in connection with the Company's indirect investment in U. Dori Energy Infrastructures Ltd. ("Dori Energy").
As previously reported, on
November 25, 2010
, Ellomay Clean Energy Ltd., a wholly-owned subsidiary of the Company ("Ellomay Energy"), entered into an Investment Agreement (the "Dori Investment Agreement") with U. Dori Group Ltd. ("Dori Group") and Dori Energy. Pursuant to the Dori Investment Agreement, Ellomay Energy acquired 40% of Dori Energy's issued and outstanding capital. Dori Energy's shares were thereafter transferred from Ellomay Energy to Ellomay Clean Energy Limited Partnership ("Ellomay Energy LP"), an Israeli limited partnership whose general partner is Ellomay Energy and whose sole limited partner is the Company. Ellomay Energy LP replaced Ellomay Energy with respect to the Dori Investment Agreement and the Dori Energy Shareholders Agreement.
The original terms of the Dori Investment Agreement granted Ellomay Energy LP a call option (the "Option") to increase its holdings in Dori Energy, subject to certain terms and conditions which are set forth in the Dori Investment Agreement, to up to 50% (on a fully diluted basis). The exercise price of the Option was originally
NIS 2.5 million
for each 1% of Dori Energy's issued and outstanding share capital and the first tranche of the Option, applicable to 9% of Dori Energy's issued and outstanding share capital (the "First Tranche") was originally exercisable commencing on the closing date of the Dori Investment Agreement (
January 27, 2011
) and ending six (6) months after the completion and delivery of the power plant (the "Project") being built by Dorad Energy Ltd., an Israeli private company in which Dori Energy holds 18.75%. Subject to the full exercise of the First Tranche, the second tranche of the Option, applicable to an additional 1% of Dori Energy's issued and outstanding share capital, is exercisable commencing six (6) months after the completion and delivery of the Project and ending twenty four (24) months thereafter.
October 24, 2012
an addendum to the Dori Investment Agreement was executed (the "Addendum"). The Addendum updated the terms of the Option as follows: (i) the exercise period for the First Tranche was extended so that the period will end twelve (12) months following the completion and delivery of the Project, and (ii) the exercise price of the Option was reduced to
NIS 2.4 million
for each 1% of Dori Energy's issued and outstanding share capital (on a fully diluted basis). The other terms of the Option remained unchanged. The Addendum further updated the undertaking of Dori Energy's shareholders in connection with the financing of investments in Dorad by clarifying that in the event Dori Energy does not obtain outside financing, each of Dori Group and Ellomay Energy LP will invest its share of the required amounts, pro rata to their holdings in Dori Energy, replacing the Dori Group's undertaking to provide debt financing to Dori Energy in the event Dori Energy does not obtain outside financing.
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