6-K

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 June 2015

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 or Form 40-F.

Form 20-F xForm 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 Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:

Exhibit 99.1. Press Release: “Ellomay Capital Reports Publication of Financial Results of Dorad Energy Ltd. for the Three Months Ended March 31, 2015,” dated June 8, 2015.

2

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: June 9, 2015

3

EX-99.1

Exhibit 99.1

Ellomay Capital Reports Publication of Financial Results of Dorad Energy Ltd. for the Three Months

Ended March 31, 2015

Ellomay Capital Indirectly Holds Approximately 9.2% of Dorad Energy Ltd.

Tel-Aviv, Israel, June 8, 2015 – Ellomay Capital Ltd. (NYSE MKT: ELLO; TASE: ELOM) (“Ellomay” or the “Company”), an emerging operator in the renewable energy and energy infrastructure sector, today reported the publication in Israel of financial statements for the three months ended March 31, 2015 of Dorad Energy Ltd. (“Dorad”), in which Ellomay indirectly holds approximately 9.2%.

On May 25, 2015, U. Dori Group Ltd. (the “Dori Group”), an Israeli public company that holds 51% of U. Dori Energy Infrastructures Ltd. (“Dori Energy”), published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Dori Group includes the financial statements of Dorad for the same period. Dorad’s power plant commenced operations during May 2014, and therefore the results for the period present the first results for the operations of the power plant during the first financial quarter.

The financial results of Dori Energy and of Dorad for the quarter ended March 31, 2015 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its share of these results in its financial results for this period, which are currently expected to be published on or about June 23, 2015. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of the Dorad financial results.

Dorad Financial Highlights

· Dorad’s unaudited revenues for the quarter ended March 31, 2015 - approximately NIS 679 million (or approximately USD 171 million, based on the exchange rate on March 31, 2015).

· Dorad’s unaudited operating profit for the quarter ended March 31, 2015 - approximately NIS 90 million (or approximately USD 23 million, based on the exchange rate on March 31, 2015).

Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season. The months of the year are split into three seasons as follows: the summer season – the months of July and August; the winter season - the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to June and from September to November. There is a higher hourly demand for electricity during the winter and summer seasons, and the average electricity consumption per hour is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented, which include the winter months of January and February and the intermediate month of March, are not indicative of full year results.

Ran Fridrich, CEO and a board member of Ellomay commented: “Dorad presented good and profitable results for the quarter, in accordance with our expectations. Based on our satisfaction from the results of operations of the power plant, we recently exercised an option to increase our indirect holdings in Dorad to approximately 9.2% and we hold an additional option to increase the indirect holdings to approximately 9.4%, exercisable until May 2016. As of the end of the first quarter the Company held cash, cash equivalents, deposits and marketable securities in an aggregate value of approximately $22 million that we expect to use, among other things, for the continued development of the Manara pumped storage project and for additional investments in the various energy fields. In addition, the Company recently reported the approval of a buyback plan with respect to the Company’s ordinary shares in an aggregate amount of up to $3 million.”

A translation of the financial results for Dorad as of and for the year ended December 31, 2014 and as of and for the three month periods ended March 31, 2014 and 2015 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a separate press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Dori Group, Dori Energy or Dorad with respect to the financial results included in this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE MKT, under the trading symbol “ELLO” and with the Tel Aviv Stock Exchange under the trading symbol “ELOM” and whose Series A Debentures are traded on the Tel Aviv Stock Exchange.  Since 2009, Ellomay Capital focuses its business in the energy and infrastructure sectors worldwide. Ellomay (formerly Nur Macroprinters Ltd.) previously was a supplier of wide format and super-wide format digital printing 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 opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

· Approximately 22.6MW of photovoltaic power plants in Italy, approximately 5.6MW of photovoltaic power plants in Spain and 85% of approximately 2.3MW of photovoltaic power plant in Spain; and

· Approximately 9.2% indirect interest, with an option to increase its holdings to 9.375%,  in Dorad Energy Ltd., which owns and operates Israel’s largest private power plant with production capacity of approximately 850 MW, representing about 6%-8% of Israel’s total current electricity consumption.

Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich.

Mr. Nehama is one of Israel’s prominent businessmen and the former Chairman of Israel’s leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay’s dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. The expertise of Ellomay’s controlling shareholders and management enables the company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable 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 that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements.  The use of certain words, including the words “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.  The Company may not actually achieve the plans, intentions or expectations disclosed in the 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 our forward-looking statements, such as regulatory changes, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad and changes in the prices of natural gas. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange 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 forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Weintraub

CFO

Tel: +972 (3) 797-1111

Email: anatb@ellomay.com

Dorad Energy Ltd.

Interim Condensed Statement of Financial Position

	March 31		March 31			December 31
	2015		2014			2014
	(Unaudited)		(Unaudited)			(Audited)
	NIS thousands		NIS thousands			NIS thousands
Current assets
Cash and cash equivalents		334,572		56,006			71,778
Trade receivables		342,074		-			328,438
Other receivables		19,160		45,194			11,118
Pledged deposit		29,483		92,979			68,148
Financial derivatives		6,894		-			11,090
Total current assets		732,183		194,179			490,572
Non-current assets
Restricted deposit		270,062		-			200,027
Prepaid expenses		48,423		50,165			48,925
Advances to suppliers		-		55,305			-
Fixed assets		4,537,446		4,142,338			4,588,356
Intangible assets		8,318		8,080			8,577
Total non-current assets		4,864,249		4,255,888			4,845,885
Total assets		5,596,432		4,450,067			5,336,457
Current liabilities
Current maturities of loans from banks		176,235		149,310			122,358
Trade payables		576,120		-			376,515
Other payables		66,695		250,950			443,458
Financial derivatives		-		1,614			-
Total current liabilities		819,050		401,874			942,331
Non-current liabilities
Loans from banks		3,453,636		3,016,746			3,186,412
Loans from related parties and others		488,572		419,788			462,244
Provision for dismantling and restoration		28,671		-			28,507
Deferred tax liabilities		47,485		-			23,275
Liabilities for employee benefits, net		105		62			105
Total non-current liabilities		4,018,469		3,436,596			3,700,543
Equity
Share capital		11		11			11
Share premium		642,199		642,199			642,199
Capital reserve from activities with controlling shareholders		3,748		3,748			3,748
Retained earnings (losses)		112,955		(34,361	)		47,625
Total equity attributed to owners of the company		758,913		611,597			693,583
Total liabilities and equity		5,596,432		4,450,067			5,336,457

Dorad Energy Ltd.

Interim Condensed Statement of Profit or Loss

	For the three months ended						Year ended
	March 31						December 31
	2015			2014			2014
	(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands
Revenues		679,236			-			1,484,176
Operating costs of the Power Plant
Energy costs		157,321			-			343,647
Electricity purchase and infrastructure services		334,686			-			690,827
Depreciation and amortization		52,410			-			124,339
Other operating costs		36,770			-			92,618
Total cost of Power Plant		581,187			-			1,251,431
Profit from operating the Power Plant		98,049			-			232,745
General and administrative expenses		7,991			-			14,022
Other expenses		-			3,750			5,771
		7,991			3,750			19,793
Operating profit (loss)		90,058			(3,750	)		212,952
Financing income		6,327			1,415			46,964
Financing expenses		6,846			-			156,990
Financing income (expenses), net		(519	)		1,415			(110,026	)
Profit (loss) before taxes on income		89,539			(2,335	)		102,926
Taxes on income		24,209			-			23,275
Profit (loss) for the period		65,330			(2,335	)		79,651

Dorad Energy Ltd.

Interim Condensed Statement of Changes in Equity

					Capital reserve
					for activities
	Share		Share		with controlling		Retained
	capital		premium		shareholders		earnings (losses)			Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands			NIS thousands
For the three months
ended March 31, 2015
(Unaudited)
Balance as at
January 1, 2015 (Audited)		11		642,199		3,748		47,625			693,583
Profit for the period		-		-		-		65,330			65,330
Balance as at
March 31, 2015
(Unaudited)		11		642,199		3,748		112,955			758,913
For the three months
ended March 31, 2014
(Unaudited)
Balance as at
January 1, 2014 (Audited)		11		642,199		3,748		(32,026	)		613,932
Loss for the period		-		-		-		(2,335	)		(2,335	)
Balance as at
March 31, 2014
(Unaudited)		11		642,199		3,748		(34,361	)		611,597
For the year ended
December 31, 2014 (Audited)
Balance as at
January 1, 2014 (Audited)		11		642,199		3,748		(32,026	)		613,932
Profit for the year		-		-		-		79,651			79,651
Balance as at
December 31, 2014 (Audited)		11		642,199		3,748		47,625			693,583

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

	For the three months ended						Year ended
	March 31						December 31
	2015			2014			2014
	(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands
Cash flows from operating activities:
Profit (loss) for the period		65,330			(2,335	)		79,651
Adjustments:
Depreciation and amortization		52,583			-			124,764
Taxes on income		24,210			-			23,275
Compensation for customers		-			3,750			-
Financing expenses (income), net		519			(1,415	)		110,026
		77,312			2,335			258,065
Change in trade receivables		(13,636	)		-			(328,438	)
Change in other receivables		(8,042	)		-			(10,886	)
Change in trade payables		199,605			-			376,515
Change in other payables		6,363			-			(3,909	)
Change in employee benefits, net		-			-			49
		184,290			-			33,331
Net cash flows provided by operating activities		326,932			-			371,047
Net cash flows used in investing activities
Proceeds from (payment for) settlement of financial derivatives		7,306			(4,865	)		27,679
Payment of pledged deposit		38,679			19,558			44,627
Investment in pledged deposit		-			(33,716	)		(33,716	)
Investment in long-term restricted deposit		(70,000	)		-			(200,000	)
Investment in fixed assets		(380,881	)		(52,828	)		(267,824	)
Investment in intangible assets		(228	)		(423	)		(2,086	)
Interest received		73			-			275
Net cash flows used in investing activities		(405,051	)		(72,274	)		(431,045	)
Cash flows from financing activities:
Receipt of long-term loans from related parties		23,208			45,451			60,491
Receipt of long-term loans from banks		318,100			78,630			174,764
Repayment of loans		-			-			(12,791	)
Interest paid		(69	)		-			(96,031	)
Net cash flows provided by financing activities		341,239			124,081			126,433
Net increase in cash and cash equivalents for the period		263,120			51,807			66,435
Effect of exchange rate fluctuations on cash and cash
equivalents		(326	)		-			1,144
Cash and cash equivalents at beginning of period		71,778			4,199			4,199
Cash and cash equivalents at end of period		334,572			56,006			71,778