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 November 2020

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, 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 Statements of Dorad Energy Ltd. for the Three and Nine Month Periods Ended September 30, 2020,” dated November 27, 2020.

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: November 27, 2020

3

EX-99.1

Exhibit 99.1

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and Nine Month Periods Ended September 30, 2020

Tel-Aviv, Israel, November 27, 2020 – 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 and nine months ended September 30, 2020 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4%.

On November 25, 2020, Amos Luzon Entrepreneurship and Energy 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 statements of Dorad for the quarter ended September 30, 2020 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 December 31, 2020.  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 September 30, 2020 - approximately NIS 697.1 million.

• Dorad’s unaudited operating profit for the three months ended September 30, 2020 - approximately NIS 112.7 million.

Dorad’s financial statements for the three and nine month periods ended September 30, 2020 note that following the outbreak of the coronavirus (COVID-19) in China in December 2019, and the spreading of the coronavirus to many other countries in early 2020, there has been a decline in economic activity in many regions of the world, as well as in Israel. The spreading of the coronavirus caused, among other things, a disruption in the supply chain, a decrease in global transport volume, traffic and employment restrictions declared by the Israeli government and other governments around the world, as well as declines in the value of financial assets and commodities in markets in Israel and around the world. Dorad notes that it is operating in accordance with the guidelines of the Israeli Ministries of Energy and Health on dealing with the coronavirus crisis, including preparations of the operation and maintenance employees of the power plant and shift work as required. Dorad’s financial statements further note that in light of the crisis, there is a certain decrease in the electricity consumption of various customers, and there is also a certain decrease in the demand of the Israel Electric Company and such reduction has not resulted in a material effect at this time. Dorad notes that it is continuously examining its potential methods of action in the event of a material decline in its income as a result of the spread of the coronavirus.

The Luzon Group’s quarterly report further updates that Dorad is considering the possibility of constructing another power plant near the existing station, that on July 13, 2020 Dorad submitted to the National Infrastructure Committee (“NIC”) plans for public objections and that in August 2020 the NIC approved the transfer of the plans to the District Committee and public comments, subject to certain changes and amendments. As of the date of the report, Dorad has not yet made a final decision as to the construction of the additional power plant, as, among other things, the procedure for the adoption of such decision is currently the subject of legal proceedings among Dorad’s shareholders and Dorad, as further detailed in our financial statements for the six months ended June 30, 2020, submitted to the Securities and Exchange Commission on a Form 6-K dated September 24, 2020.

The Luzon Group's quarterly report further discloses that during the first half of 2020, Dorad started examining the possibility of an initial public offering of its shares and that at this stage, the management of Dorad is examining with legal and financial advisors the stages required and the feasibility of the initial public offering. Any further decision or advancement in connection with such offering is subject to, among other things, the approval of Dorad’s shareholders and the prevailing market terms and there is no certainty as to whether or when any of these or other conditions will be fulfilled.

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 September 30, 2020, which include the summer months of July and August and the intermediate month June, are not indicative of full year results. In addition, due to various reasons, including the effects of the spread of Covid-19 and the economic impact of such spread and of actions taken by governments and authorities, the results included herein may not be indicative of second quarter results in the future.

A translation of the financial results for Dorad as of and for the year ended December 31, 2019 and as of and for the three and nine month periods ended September 30, 2019 and 2020 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.

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 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 860MW, representing about 6%-8% of Israel’s total current electricity consumption;

• 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;

• 100% 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;

• 75% of Ellomay Pumped Storage (2014) Ltd. (including 6.67% that are held by a trustee in trust for us and other parties), which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.

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 the Company’s forward-looking statements, including regulatory changes, the decisions of the Israeli Electricity Authority, 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 and the impact of the coronavirus pandemic on Dorad’s operations and projects, including in connection with reductions in the consumption of electricity by Dorad’s customers and the Israeli Electricity Company, delays in supply of gas, steps taken by Israeli authorities, regulatory changes, changes in the supply and prices of resources required for the operation of the Dorad’s facilities (and in the price of oil and electricity, and technical and other disruptions in the operation of Dorad), in addition to other risks and uncertainties associated with the Company’s business that 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: kaliaw@ellomay.com

Dorad Energy Ltd.

Condensed Interim Statement of Financial Position

	September 30		September 30		December 31
		2020		2019		2019
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Current assets
Cash and cash equivalents		418,733		393,646		266,021
Trade receivables and accrued income		218,858		253,309		292,759
Other receivables		8,448		8,734		22,685
Total current assets		646,039		655,689		581,465
Non-current assets
Restricted deposit		446,966		424,078		438,032
Prepaid expenses		35,729		40,116		37,225
Fixed assets		3,557,177		3,721,981		3,698,716
Intangible assets		5,528		2,214		2,247
Right of use assets		60,985		57,224		64,161
Total non-current assets		4,106,385		4,245,613		4,240,381
Total assets		4,752,424		4,901,302		4,821,846
Current liabilities
Current maturities of loans from banks		272,762		267,032		231,380
Current maturities of lease liabilities		3,039		4,546		4,551
Trade payables		262,785		268,305		288,127
Other payables		25,297		15,846		10,509
Financial derivatives		515		2,339		-
Total current liabilities		564,398		558,068		534,567
Non-current liabilities
Loans from banks		2,669,511		2,911,651		2,803,975
Long-term lease liabilities		55,929		52,385		54,052
Provision for dismantling and restoration		50,058		35,950		36,102
Deferred tax liabilities		202,706		159,165		170,676
Liabilities for employee benefits, net		160		160		160
Total non-current liabilities		2,978,364		3,159,311		3,064,965
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		563,704		537,965		576,356
Total equity		1,209,662		1,183,923		1,222,314
Total liabilities and equity		4,752,424		4,901,302		4,821,846

Dorad Energy Ltd.

Condensed Interim Statement of Income

	For the nine months ended				For the three months ended				Year ended
	September 30				September 30				December 31
	2020		2019		2020		2019		2019
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		NIS thousands
Revenues		1,884,621		2,069,997		697,061		765,384		2,700,766
Operating costs of the
Power Plant
Energy costs		417,892		564,179		143,458		214,253		708,662
Electricity purchase and
infrastructure services		922,584		896,575		332,330		291,419		1,208,223
Depreciation and
amortization		179,889		161,028		72,833		55,660		214,248
Other operating costs		111,671		119,556		35,729		37,788		151,116
Total operating costs
of Power Plant		1,632,036		1,741,338		584,350		599,120		2,282,249
Profit from operating
the Power Plant		252,585		328,659		112,711		166,264		418,517
General and
administrative expenses		19,011		14,832		5,590		5,105		20,676
Operating profit		233,574		313,827		107,121		161,159		397,841
Financing income		2,479		3,162		635		1,225		4,237
Financing expenses		96,675		157,694		40,294		25,072		192,881
Financing expenses, net		94,196		154,532		39,659		23,847		188,644
Profit before
taxes on income		139,378		159,295		67,462		137,312		209,197
Taxes on income		32,030		36,362		15,497		31,574		47,873
Profit for the period		107,348		122,933		51,965		105,738		161,324

Dorad Energy Ltd.

Condensed Interim Statement 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 nine months
ended September 30, 2020
(Unaudited)
Balance as at
January 1, 2020 (Audited)		11		642,199		3,748		576,356			1,222,314
Profit for the period		-		-		-		107,348			107,348
Dividend to the Company’s
shareholders		-		-		-		(120,000	)		(120,000	)
Balance as at
September 30, 2020 (Unaudited)		11		642,199		3,748		563,704			1,209,662
For the nine months
ended September 30, 2019
(Unaudited)
Balance as at
January 1, 2019 (Audited)		11		642,199		3,748		415,032			1,060,990
Profit for the period		-		-		-		122,933			122,933
Balance as at
September 30, 2019 (Unaudited)		11		642,199		3,748		537,965			1,183,923
For the three months
ended September 30, 2020
(Unaudited)
Balance as at
July 1, 2020 (Unaudited)		11		642,199		3,748		511,739			1,157,697
Profit for the period		-		-		-		51,965			51,965
Balance as at
September 30, 2020 (Unaudited)		11		642,199		3,748		563,704			1,209,662
For the three months
ended September 30, 2019
(Unaudited)
Balance as at
July 1, 2019 (Unaudited)		11		642,199		3,748		432,227			1,078,185
Profit for the period		-		-		-		105,738			105,738
Balance as at
September 30, 2019 (Unaudited)		11		642,199		3,748		537,965			1,183,923

Dorad Energy Ltd.

Condensed Interim Statement 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, 2019 (Audited)
Balance as at
January 1, 2019 (Audited)		11		642,199		3,748		415,032		1,060,990
Profit for the year		-		-		-		161,324		161,324
Balance as at
December 31, 2019 (Audited)		11		642,199		3,748		576,356		1,222,314

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
	2020			2019			2020			2019			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Cash flows from
operating activities:
Profit for the period		107,348			122,933			51,965			105,738			161,324
Adjustments:
Depreciation and amortization
and fuel consumption		182,508			185,403			73,127			65,427			239,323
Taxes on income		32,030			36,362			15,497			31,574			47,873
Financing expenses, net		94,196			154,532			39,659			23,847			188,644
		308,734			376,297			128,283			120,848			475,840
Change in trade receivables		73,901			44,688			(7,465	)		2,894			5,238
Change in other receivables		14,234			39,345			6,576			26,454			25,394
Change in trade payables		(26,120	)		(76,871	)		26,227			(2,782	)		(57,719	)
Change in other payables		14,791			9,884			22,629			2,100			4,543
		76,806			17,046			47,967			28,666			(22,544	)
Net cash flows provided
by operating activities		492,888			516,276			228,215			255,252			614,620
Cash flows used in
investing activities
Proceeds (payment) for settlement of
financial derivatives		(696	)		(2,567	)		(817	)		(1,697	)		(4,551	)
Insurance proceeds in respect of
damage to fixed asset		-			8,336			-			-			8,336
Investment in long-term
restricted deposit		(6,000	)		-			-			-			(14,000	)
Investment in fixed assets		(21,853	)		(31,789	)		(14,135	)		(11,133	)		(60,476	)
Investment in intangible assets		(4,367	)		(615	)		(2,557	)		(596	)		(939	)
Interest received		2,473			3,140			633			1,222			4,213
Net cash flows used in
investing activities		(30,443	)		(23,495	)		(16,876	)		(12,204	)		(67,417	)
Cash flows from
financing activities:
Repayment of lease liability principal		(441	)		(4,399	)		(147	)		(154	)		(8,513	)
Repayment of loans from
related parties		-			(17,704	)		-			-			(17,704	)
Repayment of loans from banks		(102,653	)		(101,430	)		-			-			(189,893	)
Dividends and exchange rate
paid		(123,739	)		-			-			-			-
Interest paid		(86,680	)		(92,970	)		(151	)		(172	)		(182,435	)
Net cash flows used in
financing activities		(313,513	)		(216,503	)		(298	)		(326	)		(398,545	)
Net increase in cash
and cash equivalents for
the period		148,932			276,278			211,041			242,722			148,658
Effect of exchange rate fluctuations
on cash and cash equivalents		3,780			148			(170	)		28			143
Cash and cash equivalents at
beginning of period		266,021			117,220			207,862			150,896			117,220
Cash and cash equivalents at end
of period		418,733			393,646			418,733			393,646			266,021