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 December 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 oNo 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 September 30, 2015,” dated December 1, 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: December 1, 2015

3

EX-99.1

Exhibit 99.1

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

Ended September 30, 2015

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

Tel-Aviv, Israel, December 1, 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 September 30, 2015 of Dorad Energy Ltd. (“Dorad”), in which Ellomay indirectly holds approximately 9.2%.

On November 30, 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.

The financial results of Dori Energy and of Dorad for the quarter ended September 30, 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 December 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 September 30, 2015 - approximately NIS 673 million (or approximately USD 172 million, based on the exchange rate on September 30, 2015).

· Dorad’s unaudited operating profit for the quarter ended September 30, 2015 - approximately NIS 110 million (or approximately USD 28 million, based on the exchange rate on September 30, 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 summer months of July and August and the part of the intermediate months (September), are not indicative of full year results.

A translation of the financial results for Dorad as of and for the three month periods ended September 30, 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 and approximately 7.9MW of photovoltaic power plants 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, seasonality of the PV business , technical and other disruptions in the operations of the power plant operated by Dorad and market conditions. 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

	September 30		September 30		December 31
	2015		2014		2014
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Current assets
Cash and cash equivalents		423,144		371,641		71,778
Accounts receivable		319,863		247,663		328,438
Other accounts receivable		19,312		20,496		11,118
Pledged deposit		29,484		68,124		68,148
Financial derivatives		-		4,179		11,090
Total current assets		791,803		712,103		490,572
Non-current assets
Restricted deposit		270,074		-		200,027
Prepaid expenses		47,420		49,426		48,925
Fixed assets		4,427,658		4,471,253		4,588,356
Intangible assets		8,100		8,677		8,577
Total non-current assets		4,753,252		4,529,356		4,845,885
Total assets		5,545,055		5,241,459		5,336,457
Current liabilities
Financial derivatives		768		-		-
Current maturities of loans from banks		214,713		311,300		122,358
Current maturity of loans from related parties		130,000		-		-
Trade payables		555,979		675,598		376,515
Other payables		45,310		-		443,458
Total current liabilities		946,770		986,898		942,331
Non-current liabilities
Loans from banks		3,409,930		3,063,207		3,186,412
Loans from related parties		387,888		454,642		462,244
Provision for dismantling and restoration		29,001		28,341		28,507
Deferred tax liabilities		38,197		17,815		23,275
Liabilities for employee benefits		114		62		105
Total non-current liabilities		3,865,130		3,564,067		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		87,197		44,536		47,625
Total equity		733,155		690,494		693,583
Total liabilities and equity		5,545,055		5,241,459		5,336,457

Dorad Energy Ltd.

Interim Condensed Statement of Earnings

	For the nine months ended						For the three months ended						Year ended
	September 30						September 30						December 31
	2015			2014			2015			2014			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Revenues		1,840,706			901,178			673,378			692,705			1,484,176
Operating costs of the power plant
Energy costs		482,598			196,258			186,420			140,269			343,647
Electricity purchase and
infrastructure services		841,539			394,909			272,953			300,213			690,827
Depreciation and amortization		158,364			73,618			53,160			50,029			124,339
Other operating costs		112,980			49,264			46,155			35,732			92,618
Total cost of power plant		1,595,481			714,049			558,688			526,243			1,251,431
Profit from operating the power plant		245,225			187,129			114,690			166,462			232,745
General & Administrative expenses		(17,084	)		(8,057	)		(4,279	)		(6,334	)		(14,022	)
Other expenses		-			(5,771	)		-			-			(5,771	)
		(17,084	)		(13,828	)		(4,279	)		(6,334	)		(19,793	)
Operating profit for the period		228,141			173,301			110,411			160,128			212,952
Financing income		3,415			22,414			(598	)		21,060			46,964
Financing expenses		(177,062	)		(101,338	)		(69,279	)		(68,799	)		(156,990	)
Financing expenses, net		(173,647	)		(78,924	)		(69,877	)		(47,739	)		(110,026	)
Profit before taxes on income		54,494			94,377			40,534			112,389			102,926
Taxes on income		(14,922	)		(17,815	)		(10,741	)		(28,637	)		(23,275	)
Profit for the period		39,572			76,562			29,793			83,752			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 nine months ended   September 30, 2015 (Unaudited)
Balance as at January 1, 2015		11		642,199		3,748		47,625			693,583
Profit for the period		-		-		-		39,572			39,572
Balance as at September 30, 2015		11		642,199		3,748		87,197			733,155
For the nine months ended   September 30, 2014 (Unaudited)
Balance as at January 1, 2014		11		642,199		3,748		(32,026	)		613,932
Profit for the period		-		-		-		76,562			76,562
Balance as at September 30, 2014		11		642,199		3,748		44,536			690,494
For the three months ended    September 30, 2015 (Unaudited)
Balance as at July 1, 2015		11		642,199		3,748		57,404			703,362
Profit for the period		-		-		-		29,793			29,793
Balance as at September 30, 2015		11		642,199		3,748		87,197			733,155
For the three months ended   September 30, 2014 (Unaudited)
Balance as at July 1, 2014		11		642,199		3,748		(39,216	)		606,742
Profit for the period		-		-		-		83,752			83,752
Balance as at September 30, 2014		11		642,199		3,748		44,536			690,494
For the year ended   December 31, 2014 (Audited)
Balance as at January 1, 2014		11		642,199		3,748		(32,026	)		613,932
Profit for the year		-		-		-		79,651			79,651
Balance as at December 31, 2014		11		642,199		3,748		47,625			693,583

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

	For the nine months ended						For the three months ended						Year ended
	September 30						September 30						December 31
	2015			2014			2015			2014			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Cash flows from operating activities:
Profit for the period		39,572			76,562			29,793			83,752			79,651
Adjustments:
Depreciation and amortization		179,190			73,871			73,634			50,201			124,764
Taxes on income		14,922			17,815			10,741			28,637			23,275
Compensation for customers		-			5,771			-			-			-
Financing expenses, net		173,647			78,924			69,878			47,739			110,026
		367,759			176,381			154,253			126,577			258,065
Change in trade receivables		8,811			(247,610	)		(101,282	)		(80,297	)		(328,438	)
Change in other receivables		(8,194	)		(20,265	)		(10,534	)		(51,380	)		(10,886	)
Change in trade payables		179,464			335,273			164,470			224,144			376,515
Change in other accounts payable		4,892			-			(15,804	)		-			(3,909	)
Change in employee benefits, net		8			5			-			-			49
		184,981			67,403			36,850			92,467			33,331
Net cash flows used in operating activities		592,312			320,346			220,896			302,796			371,047
Net cash flows used in investing activities
Receipt of settlement
of financial derivatives		10,651			10,134			626			21,801			27,679
Payment of pledged deposit		38,679			44,627			-			14,345			44,627
Investment in pledged deposit		-			(33,716	)		-			-			(33,716	)
Investment in long-term restricted
deposit		(70,000	)		-			-			-			(200,000	)
Investment in fixed assets		(414,269	)		(207,469	)		(11,911	)		(64,700	)		(267,824	)
Investment in intangible assets		(987	)		(1,705	)		(659	)		(189	)		(2,086	)
Interest received		100			155			14			100			275
Net Cash flows used in
investing activities		(435,826	)		(187,974	)		(11,930	)		(28,643	)		(431,045	)
Cash flows from financing
activities:
Receipt of long-term loans
from related parties		23,208			60,491			-			8,606			60,491
Receipt of long-term loans from banks		318,100			174,764			-			57,547			174,764
Repayment of loans		(44,495	)		-			-			-			(12,791	)
Interest paid		(100,753	)		(922	)		(938	)		(500	)		(96,031	)
Net cash flows provided by
financing activities		196,060			234,333			(938	)		65,653			126,433
Effect of exchange rate fluctuations on cash and cash
equivalents		(1,180	)		737			(1,196	)		691			1,144
Net increase (decrease) incash and cash equivalents for
the period		351,366			367,442			206,832			340,497			67,579
Cash and cash equivalents at
beginning of period		71,778			4,199			216,312			31,144			4,199
Cash and cash equivalents at
end of period		423,144			371,641			423,144			371,641			71,778