
Core Viewpoint - Ellomay Capital Ltd. has entered into an investment agreement with Clal Insurance Ltd. for an investment of approximately €52 million, aimed at developing a solar portfolio in Italy with a total capacity of 198 MW [1][2][8]. Investment Agreement Details - The Clal Agreement establishes a new Israeli limited partnership where Ellomay will hold 51% and Clal will hold 49% of the limited partner interests [2]. - The partnership will own a Luxembourg entity that will receive shares from seven Italian project companies, which include solar facilities with 38 MW operational capacity and an additional 160 MW that are Ready-to-Build [2][5]. Financial Commitments and Structure - Clal is obligated to provide its pro rata share for the development of the Italian Solar Portfolio, while Ellomay has already fulfilled its funding commitment [5]. - The Clal Warrant allows Clal to purchase 416,000 ordinary shares of Ellomay at an exercise price of approximately $18.5 per share, valid for 26 months [6]. Governance and Rights - The Clal PA outlines the governance structure, management, and funding mechanisms for the Israeli LP, including rights for limited partners such as tag-along rights and veto rights [5]. - Clal has a right of first look for future investments in other solar projects developed by Ellomay in Italy [3]. Regulatory and Closing Conditions - The consummation of the transactions is subject to customary closing conditions, including regulatory approvals [7]. Company Background - Ellomay Capital Ltd. focuses on renewable energy projects in Europe, the USA, and Israel, with significant investments in solar power plants and other renewable energy initiatives [9][10].