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 August 2016

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 ☒          Form 40-F ☐

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 ☐          No ☒

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 June 30, 2016,” dated August 24, 2016.

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: August 24, 2016

3

EX-99.1

Exhibit 99.1

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

Ended June 30, 2016

Ellomay Capital Currently Indirectly Holds Approximately 9.4% of Dorad Energy Ltd.

Tel-Aviv, Israel, August 24, 2016 – Ellomay Capital Ltd. (NYSE MKT; TASE: ELLO) (“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 June 30, 2016 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4%.

On August 16, 2016, Amos Luzon Entrepreneurship and Energy Group Ltd. (f/k/a U. Dori Group Ltd.) (the “Luzon Group”), an Israeli public company that currently holds 50% of U. Dori Energy Infrastructures Ltd. (“Dori Energy”), which, in turn, holds 18.75% of Dorad, 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 Luzon Group includes the financial statements of Dorad for the same period.

The financial results of Dori Energy and of Dorad for the quarter ended June 30, 2016 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 September 18, 2016. 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 three months ended June 30, 2016 - approximately NIS 517 million (or approximately USD 134 million, based on the exchange rate on June 30, 2016).

· Dorad’s unaudited operating profit for the three months ended June 30, 2016 - approximately NIS 26 million (or approximately USD 7 million, based on the exchange rate on June 30, 2016).

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 and intermediate months of January to June are not indicative of full year results.

A translation of the financial results for Dorad as of and for the year ended December 31, 2015 and as of and for the six and three month periods ended June 30, 2015 and 2016 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 Amos Luzon Entrepreneurship and Energy Group Ltd., 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 and with the Tel Aviv Stock Exchange under the trading symbol “ELLO” 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 9.4% indirect interest in Dorad Energy Ltd., which owns and operates one of 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.

Condensed Interim Statement of Financial Position

	June 30		June 30		December 31
	2016		2015		2015
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Current assets
Cash and cash equivalents		217,216		216,255		51,894
Trade receivables		276,624		218,582		278,982
Other receivables		18,391		8,778		31,994
Pledged deposit		29,486		29,483		29,485
Financial derivatives		-		-		646
Total current assets		541,717		473,098		393,001
Non-current assets
Restricted deposit		305,741		270,067		335,085
Prepaid expenses		46,005		47,921		46,918
Fixed assets		4,283,932		4,489,947		4,386,971
Intangible assets		8,858		7,930		8,391
Total non-current assets		4,644,536		4,815,865		4,777,365
Total assets		5,186,253		5,288,963		5,170,366
Current liabilities
Current maturities of loans from banks		174,352		169,186		170,722
Current maturities of loans from related parties		350,000		130,000		130,000
Trade payables		327,085		391,510		247,129
Other payables		10,038		63,238		16,906
Financial derivatives		430		3,364		-
Total current liabilities		861,905		757,298		564,757
Non-current liabilities
Loans from banks		3,221,059		3,397,036		3,316,740
Loans from related parties		198,272		374,862		396,259
Provision for dismantling and restoration		35,434		28,835		35,170
Deferred tax liabilities		60,475		27,456		60,882
Liabilities for employee benefits, net		160		114		160
Total non-current liabilities		3,515,400		3,828,303		3,809,211
Equity
Share capital		11		11		11
Share premium		642,199		642,199		642,199
Capital reserve from activities with shareholders		3,748		3,748		3,748
Retained earnings		162,990		57,404		150,440
Total equity		808,948		703,362		796,398
Total liabilities and equity		5,186,253		5,288,963		5,170,366

Dorad Energy Ltd.

Condensed Interim Income Statement

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2016			2015			2016			2015			2015
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Revenues		1,126,458			1,167,328			516,516			488,092			2,356,832
Operating costs of the
Power Plant
Energy costs		284,809			296,178			157,990			138,857			613,689
Electricity purchase and
infrastructure services		543,635			568,586			239,280			233,900			1,000,947
Depreciation and
amortization		105,330			105,204			53,991			52,794			209,953
Other operating costs		65,190			66,825			34,279			30,055			149,808
Total operating costs
of Power Plant		998,964			1,036,793			485,540			455,606			1,974,397
Profit from operating
the Power Plant		127,494			130,535			30976,			32,486			382,435
General and
administrative expenses		8,745			12,805			4,687			4,814			25,681
Operating profit		118,749			117,730			26,289			27,672			356,754
Financing income		2,198			4,013			1,986			(2,314	)		476
Financing expenses		(108,804	)		(107,783	)		(69,676	)		(100,937	)		(216,808	)
Financing expenses, net		(106,606	)		(103,770	)		(67,690	)		(103,251	)		(216,332	)
Profit (loss) before
taxes on income		12,143			13,960			(41,401	)		(75,579	)		140,422
Tax benefit (Taxes on income)		407			(4,181	)		10,350			(20,028	)		(37,607	)
Profit (loss) for the period		12,550			9,779			(31,051	)		(55,551	)		102,815

Dorad Energy Ltd.

Condensed Interim Statements of Changes in Equity

					Capital
					reserve for
	Share		Share		activities with		Retained
	capital		premium		shareholders		earnings			Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands			NIS thousands
For the six months
ended June 30, 2016
(Unaudited)
Balance as at
January 1, 2016 (Audited)		11		642,199		3,748		150,440			796,398
Profit for the period		-		-		-		12,550			12,550
Balance as at
June 30, 2016 (Unaudited)		11		642,199		3,748		162,990			808,948
For the six months
ended June 30, 2015
(Unaudited)
Balance as at
January 1, 2015 (Audited)		11		642,199		3,748		47,625			693,583
Profit for the period		-		-		-		9,779			9,779
Balance as at
June 30, 2015 (Unaudited)		11		642,199		3,748		57,404			703,362
For the three months
ended June 30, 2016
(Unaudited)
Balance as at
April 1, 2016 (Unaudited)		11		642,199		3,748		194,041			839,999
Loss for the period		-		-		-		(31,051	)		(31,051	)
Balance as at
June 30, 2016 (Unaudited)		11		642,199		3,748		162,990			808,948
For the three months
ended June 30, 2015
(Unaudited)
Balance as at
April 1, 2015 (Unaudited)		11		642,199		3,748		112,955			758,913
Loss for the period		-		-		-		(55,551	)		(55,551	)
Balance as at
June 30, 2015 (Unaudited)		11		642,199		3,748		57,404			703,362
For the year ended
December 31, 2015 (Audited)
Balance as at
January 1, 2015 (Audited)		11		642,199		3,748		47,625			693,583
Profit for the year		-		-		-		102,815			102,815
Balance as at
December 31, 2015 (Audited)		11		642,199		3,748		150,440			796,398

Dorad Energy Ltd.

Condensed Interim Statements of Cash Flows

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2016			2015			2016			2015			2015
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Cash flows from
operating activities:
Profit (loss) for the period		12,550			9,779			(31,051	)		(55,551	)		102,815
Adjustments:
Depreciation and amortization
and fuel consumption		114,078			105,556			56,446			52,973			237,295
Taxes on income		(407	)		4,181			(10,350	)		(20,028	)		37,607
Financing expenses, net		106,606			103,770			67,690			103,251			216,332
		220,277			213,507			113,786			136,196			491,234
Change in trade receivables		2,966			110,093			(22,457	)		123,729			49,693
Change in other receivables		13,604			2,340			7,392			10,382			(20,876	)
Change in trade payables		80,828			14,994			7,188			(184,612	)		(129,385	)
Change in other payables		163			20,696			(2,744	)		14,333			(6,842	)
Change in employee benefits, net		-			8			-			8			55
		97,561			148,131			(10,621	)		(36,160	)		(107,355	)
Net cash flows provided
by operating activities		330,388			371,417			72,114			44,485			486,694
Cash flows used in
investing activities
Proceeds from (payment for)
settlement of financial derivatives		(1,365	)		10,024			(1,043	)		2,718			9,609
Payment of pledged deposit		-			38,679			-			-			38,679
Investment in long-term
restricted deposit		(40,391	)		(70,000	)		(40,391	)		-			(135,000	)
Release of restricted deposit		70,000			-			70,000			-			-
Investment in prepaid expenses		(90	)		-			(90	)		-			-
Investment in fixed assets		(15,779	)		(402,358	)		(10,576	)		(21,477	)		(447,338	)
Investment in intangible assets		(1,755	)		(328	)		(273	)		(100	)		(1,767	)
Interest received		121			86			105			13			115
Net cash flows provided by (used in) investing activities
		10,741			(423,897	)		17,732			(18,846	)		(535,702	)
Cash flows from
financing activities:
Receipt of long-term
loans from related parties		-			23,208			-			-			23,208
Receipt of long-term
loans from banks		-			318,100			-			-			318,100
Repayment of loans from banks		(73,460	)		(44,495	)		(73,460	)		(44,495	)		(105,121	)
Interest paid		(102,679	)		(99,815	)		(102,077	)		(99,746	)		(206,032	)
Net cash flows provided by
(used in) financing activities		(176,139	)		196,998			(175,537	)		(144,241	)		30,155
Net increase (decrease) in cash
and cash equivalents for
the period		164,990			144,518			(85,691	)		(118,602	)		(18,853	)
Effect of exchange rate fluctuations
on cash and cash equivalents		332			(41	)		436			285			(1,031	)
Cash and cash equivalents at
beginning of period		51,894			71,778			302,471			334,572			71,778
Cash and cash equivalents at end
of period		217,216			216,255			217,216			216,255			51,894