Ellomay Capital Announces That It Completed The Acquisition Of 15% Of The Outstanding Shares Of Dorad Energy

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, the USA and Israel, announced that on July 22, 2025, Ellomay Luzon Energy Infrastructures Ltd. ("Ellomay Luzon Energy"), an Israeli private company 50% held indirectly by the Company, completed the acquisition of 15% of the outstanding shares of Dorad Energy Ltd. ("Dorad"). As a result of the acquisition, Ellomay Luzon Energy holds 33.75% of Dorad's outstanding shares.  

Ellomay Luzon Energy acquired 15% of Dorad's outstanding shares by exercising the right of first refusal granted to Ellomay Luzon Energy and other Dorad shareholders in connection with a sale of the shares by Zorlu Enerji Elektrik Üretim A.S ("Zorlu"), a former Dorad shareholder. In connection with the right of first refusal process, Ellomay Luzon Energy and Edelcom Ltd. ("Edelcom"), each executed an agreement to purchase 7.5% of Dorad's shares. As not all the conditions to closing of the sale of 7.5% of Dorad's shares to Edelcom were fulfilled, Edelcom's agreement was terminated and Ellomay Luzon Energy, who did succeed in fulfilling all of the conditions to closing, acquired 15% of Dorad's shares.

The consideration for the shares was approximately NIS 424 million (approximately €108 million), and was funded by bank financing (the "Loan Agreement") provided to Ellomay Luzon Energy consisting of three tranches as follows: (i) a loan in the amount of NIS 175 million (approximately €45 million), bearing annual interest in the range of +0.5% to -0.5% of the Israeli Prime Rate (the "First Loan"), (ii) a loan in the amount of NIS 175 million (approximately €45 million), bearing fixed annual interest rate between 5% and 6% (the "Second Loan"), and (iii) a loan in the amount of NIS 70 million (approximately €18 million), bearing annual interest rate in the range of +0.5% to -0.5% of the Israeli Prime Rate (the "Third Loan").

The First Loan is repayable in four semi-annual payments commencing December 31, 2031 and ending on June 30, 2033, and the interest on the First Loan is payable in semi-annual payments commencing December 31, 2025 and ending on the final repayment of the First Loan. The Second Loan is repayable in sixteen semi-annual payments commencing December 31, 2025 and ending on June 30, 2033, and the interest on the Second Loan is payable in semi-annual payment commencing December 31, 2025 and ending on the final repayment of the Second Loan. The Third Loan is repayable in one payment on December 31, 2025, unless the conditions set forth in the Loan Agreement will not be met, which will enable Ellomay Luzon Energy to ask for an extension until December 31, 2026. The interest on the Third Loan is payable on December 31, 2025 and, to the extent an extension is requested, in semi-annual payments thereafter until the final repayment of the Third Loan.