0001178913-12-002169.txt : 20120807 0001178913-12-002169.hdr.sgml : 20120807 20120807095739 ACCESSION NUMBER: 0001178913-12-002169 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120807 FILED AS OF DATE: 20120807 DATE AS OF CHANGE: 20120807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ellomay Capital Ltd. CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35284 FILM NUMBER: 121011613 BUSINESS ADDRESS: STREET 1: 9 ROTHSCHILD BLVD. CITY: TEL AVIV STATE: L3 ZIP: 66881 BUSINESS PHONE: 011-972-3-797-1111 MAIL ADDRESS: STREET 1: 9 ROTHSCHILD BLVD. CITY: TEL AVIV STATE: L3 ZIP: 66881 FORMER COMPANY: FORMER CONFORMED NAME: NUR MACROPRINTERS LTD DATE OF NAME CHANGE: 19980331 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 6-K 1 zk1211817.htm 6-K zk1211817.htm

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 August 2012
Commission File Number: 000-26498

Ellomay Capital Ltd.
(Translation of registrant’s name into English)

9 Rothschild Blvd., Tel Aviv 66881, 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 x    Form 40-F o

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 o    No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
 
 
 
 
 
THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-144171, 333-115826, 333-114428, 333-47842 AND 333-92493) AND FORM S-8 (NOS. 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
 
As set forth in the Company’s annual report on Form 20-F for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission on April 5, 2012, Dorad Energy Ltd. (“Dorad”), a private Israeli company in which the Company indirectly holds 7.5% of the issued and outstanding share capital, previously entered into a long-term natural gas delivery contract with East Mediterranean Gas Company, S.A.E. (“EMG”), an Egyptian company.

As set forth in the Company’s report on Form 6-K, which was filed with the SEC on April 24, 2012, Dorad received a letter dated April 22, 2012 from EMG indicating that the Egyptian energy companies with which EMG entered into a Gas Supply and Purchase Agreement (the “GSPA”) (Egyptian General Petroleum Corporation and Egyptian Natural Gas Holding Company, together, the “Egyptian Gas Companies”) delivered a notice to EMG purporting to terminate their agreement with EMG.

As set forth in the Company’s report on Form 6-K, which was filed with the SEC on June 26, 2012, on June 24, 2011, Dorad notified that an additional letter was received by Dorad from EMG on June 21, 2012 indicating that while the termination attempt of the GSPA was unlawful and in bad faith, on May 9, 2012, EMG found itself with little practical alternative but to accept the Egyptian Gas Companies’ repudiation of the GSPA, resulting in the termination of the GSPA at common law. Such additional letter from EMG further indicated that EMG continues to explore the possibility of alternative gas supply as a result of the aforementioned termination of the GSPA.

Further to the aforementioned events, Dorad notified EMG, in a letter of which copy was delivered to the Company on August 6, 2012, that the natural gas delivery agreement dated December 12th, 2007 (as amended) by and between Dorad and EMG has been terminated with immediate effect and demanded that EMG shall refund Dorad with the 3,000,000 US Dollars advance payments made by Dorad, in addition to interest accrued thereon, and shall compensate Dorad for its losses arising from the breaches of the aforesaid agreement.

Further to the indications made in our annual report on Form 20-F for the year ended December 31, 2011, in our Form 6-K filed on April 24, 2012, and in our Form 6-K filed on June 26, 2012, Dorad is now required to procure natural gas from sources other than EMG. The Company was informed that Dorad is currently negotiating with another potential supplier of natural gas.
 
Information Relating to Forward-Looking Statements
 
This report contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives of management are forward-looking statements.  The use of certain words, including the words “plan,” “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  We may not actually achieve the plans, intentions or expectations disclosed in the Company’s forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings we make from time to time with Securities and Exchange Commission, including the Company’s 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 forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
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Signatures

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:   August 7, 2012

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