Business Context and Reporting Period
This Form 6-K filing by Ellomay Capital Ltd. (Israel) is dated February 23, 2021. The report details the results of public bidding processes held on February 22, 2021, for two debt offerings: additional Series C Debentures and a new Series D Convertible Debentures. These offerings were conducted in Israel and are not registered under the U.S. Securities Act of 1933.
Key Financial Metrics
Series C Debentures Offering
- Aggregate Principal Amount: NIS 100.939 million
- Price per Unit: NIS 1,015 (Par value: NIS 1,000)
- Immediate Gross Proceeds: Approximately NIS 102.4 million
- Expected Net Proceeds: Approximately NIS 101.5 million (approx. $31.1 million)
Series D Debentures Offering
- Aggregate Principal Amount: NIS 62 million
- Price per Unit: NIS 1,010 (Par value: NIS 1,000)
- Immediate Gross Proceeds: Approximately NIS 62.6 million
- Expected Net Proceeds: Approximately NIS 61.8 million (approx. $18.9 million)
- Interest Rate: Fixed at 1.2% per year (not linked to CPI)
- Maturity Date: December 31, 2026
- Conversion Price: NIS 165 per share (approx. $50.5)
Note: The filing does not provide data on operating revenue, profit, cash flow, or existing debt levels outside of these specific offerings.
Material Changes and Terms
The filing announces the successful completion of bidding for new debt instruments. Key terms for the Series D Debentures include:
- Repayment: Single installment at maturity.
- Interest Payments: Semi-annual payments commencing June 30, 2021.
- Covenants: Includes a negative pledge preventing floating charges on assets and an obligation to pay additional interest (up to 0.75% increase) if certain financial covenants are not met.
- Default Provisions: Customary causes for immediate repayment exist, including default on financial covenants.
Guidance, Risks, and Contingencies
The filing contains forward-looking statements regarding the Company's plans and expectations, which are subject to risks and uncertainties. Management does not undertake an obligation to update these statements. Specific risks include the potential for actual results to differ materially from expectations due to various factors detailed in the Company's Form 20-F filings. The Series D Debentures are unrated.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received after all expenses.
- Review the specific financial covenants in the Series D deed of trust that could trigger additional interest or immediate repayment.
- Confirm the current share price relative to the NIS 165 conversion price for Series D Debentures.
- Check subsequent filings for any updates on the utilization of the approximately NIS 163.3 million in combined net proceeds.
- Review the Company's most recent Form 20-F for historical liquidity and capital resource data not included in this 6-K.