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 2019

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, 2019,” dated August 29, 2019.

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.

Dated: August 29, 2019 Ellomay Capital Ltd.
By: /s/ Ran Fridrich Ran Fridrich Chief Executive Officer and Director

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, 2019

Tel-Aviv, Israel, August 29, 2019 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported the publication in Israel of financial statements for the three months ended June 30, 2019 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4%.

On August 28, 2019, 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 Dorad for the quarter ended June 30, 2019 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Dori Energy) in its financial results for this period, which are currently expected to be published on or about September 24, 2019.  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 Dorad’s financial results.

Dorad Financial Highlights

• Dorad’s unaudited revenues for the three months ended June 30, 2019 - approximately NIS 591.5 million.

• Dorad’s unaudited operating profit for the three months ended June 30, 2019 - approximately NIS 42.1 million.

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 for the quarter ended June 30, 2019, which include the intermediate months of April - 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, 2018 and as of and for the three and six month periods ended June 30, 2018 and 2019 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a 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.

In June 2019, Dorad made the final repayment of shareholders loans in the aggregate amount of NIS 19 million, of which Dori Energy received approximately NIS 3.6 million (approximately $1 million).

In August 2019, the Israeli Electricity Authority (the “Authority”) published a proposed resolution that is subject to a public hearing concerning an amendment to the standards governing deviations from consumption plans. These standards regulate the accounting mechanism in the event the actual consumer consumption is different than the consumption plan submitted by the electricity manufacturers (such as Dorad), and include a mechanism protecting the manufacturers from random deviations in actual consumption volumes. Based on the Authority’s publication, which includes a call for public comments (the hearing process), the Authority is proposing to revoke the current protections included in the aforementioned standards, claiming that the manufacturers are misusing the protections and regularly submit plans and forecasts that deviate from the actual expected consumption, and also seeks to impose financial sanctions on the manufacturers, which may be in material amounts upon the occurrence of certain deviation events. Based on the Luzon Group’s publication, Dorad is examining the Authority’s publication and the potential implications on Dorad and its financial results, while preparing to mitigate the implications of the proposed revisions and to change the proposed revisions by presenting its position and claims at the public hearing and by acting together with the Israeli  Private Electricity Manufacturers Forum.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

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 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;

• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;

• 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and Ellomay Pumped Storage (2014) Ltd., all of which are involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

• 51% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing anaerobic digestion plants with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands and 475 Nm3/h, in Oude Tonge, the Netherlands, respectively;

• 51% of Talasol, which is involved in a project to construct a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain.

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. Ellomay believes 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, including the outcome of the hearing process, 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: HilaI@ellomay.com

Dorad Energy Ltd.

Interim Condensed Statements of Financial Position

	June 30		June 30		December 31
		2019		* 2018		* 2018
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Current assets
Cash and cash equivalents		150,896		73,826		117,220
Trade receivables and accrued income		256,203		247,370		297,997
Other receivables		35,188		54,059		56,417
Financial derivatives		-		6,551		387
Total current assets		442,287		381,806		472,021
Non-current assets
Restricted deposit		426,215		420,717		431,096
Prepaid expenses		40,646		42,763		41,704
Fixed assets		3,774,594		3,974,402		3,869,800
Intangible assets		1,919		4,705		3,265
Right of use assets		57,955		-		-
Total non-current assets		4,301,329		4,442,587		4,345,865
Total assets		4,743,616		4,824,393		4,817,886
Current liabilities
Current maturities of loans from banks		218,637		212,945		217,254
Current maturities of loans from related parties		-		110,000		17,805
Current maturities of lease liabilities		4,575		-		-
Trade payables		270,191		279,810		340,829
Other payables		13,748		4,915		5,966
Financial derivatives		845		-		-
Total current liabilities		507,996		607,670		581,854
Non-current liabilities
Loans from banks		2,941,515		3,103,655		3,016,582
Loans from related parties		-		12,047		-
Long-term lease liabilities		52,372		-		-
Provision for dismantling and restoration		35,798		40,179		35,497
Deferred tax liabilities		127,590		99,549		122,803
Liabilities for employee benefits, net		160		160		160
Total non-current liabilities		3,157,435		3,255,590		3,175,042
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		432,227		315,175		415,032
Total equity		1,078,185		961,133		1,060,990
Total liabilities and equity		4,743,616		4,824,393		4,817,886

* Effective as of January 1, 2019, Dorad applied IFRS 16, Leases. According to the transition method, comparative figures were not restated.

Dorad Energy Ltd.

Interim Condensed Statements of Income

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2019			2018			2019			2018			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Revenues		1,304,613			1,259,285			591,535			574,434			2,628,607
Operating costs of the
Power Plant
Energy costs		349,926			330,747			190,098			184,674			687,431
Electricity purchase and
infrastructure services		605,156			592,030			262,271			265,403			1,194,948
Depreciation and
amortization		105,368			107,404			56,068			55,235			217,795
Other operating costs		81,768			65,013			40,980			27,719			136,705
Total operating costs
of Power Plant		1,142,218			1,095,194			549,417			533,031			2,236,879
Profit from operating
the Power Plant		162,395			164,091			42,118			41,403			391,728
General and
administrative expenses		9,727			10,529			4,756			5,251			20,740
Operating profit		152,668			153,562			37,362			36,152			370,988
Financing income		1,937			11,857			906			7,625			24,650
Financing expenses		132,623			120,880			94,483			80,721			227,988
Financing expenses, net		130,686			109,023			93,577			73,096			203,338
Profit (loss) before
taxes on income		21,982			44,539			(56,215	)		(36,944	)		167,650
Tax benefit (Taxes on
income)		(4,787	)		(10,251	)		13,025			8,496			(33,505	)
Profit (loss) for the period		17,195			34,288			(43,190	)		(28,448	)		134,145

* Effective as of January 1, 2019, Dorad applied IFRS 16, Leases. According to the transition method, comparative figures were not restated.

Dorad Energy Ltd.

Interim Condensed Statements of Changes in Shareholders’ Equity

					Capital reserve
					for activities
	Share		Share		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, 2019
(Unaudited)
Balance as at
January 1, 2019 (Audited)		11		642,199		3,748		415,032			1,060,990
Profit for the period		-		-		-		17,195			17,195
Balance as at
June 30, 2019 (Unaudited)		11		642,199		3,748		432,227			1,078,185
For the six months
ended June 30, 2018
(Unaudited)
Balance as at
January 1, 2018 (Audited)		11		642,199		3,748		280,887			926,845
Profit for the period		-		-		-		34,288			34,288
Balance as at
June 30, 2018 * (Unaudited)		11		642,199		3,748		315,175			961,133
For the three months
ended June 30, 2019
(Unaudited)
Balance as at
April 1, 2019 (Unaudited)		11		642,199		3,748		475,417			1,121,375
Loss for the period		-		-		-		(43,190	)		(43,190	)
Balance as at
June 30, 2019 (Unaudited)		11		642,199		3,748		432,227			1,078,185
For the three months
ended June 30, 2018
(Unaudited)
Balance as at
April 1, 2018 (Unaudited)		11		642,199		3,748		343,623			989,581
Loss for the period		-		-		-		(28,448	)		(28,448	)
Balance as at
June 30, 2018 (Unaudited)		11		642,199		3,748		315,175			961,133

* Effective as of January 1, 2019, Dorad applied IFRS 16, Leases. According to the transition method, comparative figures were not restated.

Dorad Energy Ltd.

Interim Condensed Statements of Changes in Shareholders’ Equity (cont’d)

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings		Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		NIS thousands
For the year ended
December 31, 2018 (Audited)
Balance as at
January 1, 2018 (Audited)		11		642,199		3,748		280,887		926,845
Profit for the year		-		-		-		134,145		134,145
Balance as at
December 31, 2018 * (Audited)		11		642,199		3,748		415,032		1,060,990

* Effective as of January 1, 2019, Dorad applied IFRS 16, Leases. According to the transition method, comparative figures were not restated.

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2019			2018			2019			2018			2018
	(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		17,195			34,288			(43,190	)		(28,448	)		134,145
Adjustments:
Depreciation and amortization
and fuel consumption		119,976			111,043			62,608			58,737			223,028
Taxes on income (tax  benefit)		4,787			10,251			(13,025	)		(8,496	)		33,505
Financing expenses, net		130,686			109,023			93,577			73,096			203,338
		255,449			230,317			143,160			123,337			459,871
Change in trade receivables		41,793			83,026			(13,351	)		38,300			32,536
Change in other receivables		12,891			9,657			9,195			(3,080	)		6,119
Change in trade payables		(74,090	)		(149,819	)		(18,236	)		(31,034	)		(81,273	)
Change in other payables		7,782			(733	)		5,609			(12,272	)		304
		(11,624	)		(57,869	)		(16,783	)		(8,086	)		(42,314	)
Net cash flows provided
by operating activities		261,020			206,736			83,187			86,803			551,702
Cash flows used in
investing activities
Proceeds (payment) for settlement of
financial derivatives		(870	)		2,357			(477	)		2,284			9,957
Insurance proceeds in respect of
damage to fixed asset		8,337			19,438			8,337			6,788			20,619
Investment in long-term
restricted deposit		-			(7,158	)		-			(2,000	)		(12,158	)
Investment in fixed assets		(20,656	)		(61,050	)		(15,712	)		(30,100	)		(79,855	)
Investment in intangible assets		(19	)		(123	)		(19	)		(4	)		(222	)
Interest received		1,918			1,484			906			708			3,497
Net cash flows used in
investing activities		(11,290	)		(45,052	)		(6,965	)		(22,324	)		(58,162	)
Cash flows from
financing activities:
Repayment of loans from
related parties		(17,704	)		(62,802	)		(17,704	)		-			(160,326	)
Repayment of loans from banks		(101,430	)		(91,345	)		(101,430	)		(91,345	)		(181,970	)
Interest paid		(92,798	)		(119,447	)		(92,674	)		(101,436	)		(220,765	)
Repayment of lease liability principal		(4,244	)		-			(147	)		-			-
Net cash flows used in
financing activities		(216,176	)		(273,594	)		(211,955	)		(192,781	)		(563,061	)
Net increase (decrease) in cash
and cash equivalents for
the period		33,554			(111,910	)		(135,733	)		(128,302	)		(69,521	)
Effect of exchange rate fluctuations
on cash and cash equivalents		122			1,554			(168	)		1,299			2,559
Cash and cash equivalents at
beginning of period		117,220			184,182			286,797			200,829			184,182
Cash and cash equivalents at end
of period		150,896			73,826			150,896			73,826			117,220

* Effective as of January 1, 2019, Dorad applied IFRS 16, Leases. According to the transition method, comparative figures were not restated.