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 October 2022
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- ________
Ellomay Capital Ltd. (the “Company”)
hereby announces that it is examining the possibility of a public offering and listing in Israel of a new series of debentures (the “Debentures”).
The execution of such possible public offering, its terms, scope and timing, are subject to approval by
the Company’s board of
directors, the receipt of regulatory approvals, including the approval of the TASE for the listing of the Debentures for trading, and other factors such as market conditions. Accordingly there can be no assurance that the public offering will be
consummated or as to the terms and timing thereof.
The public offering described in this report, if made, will be made in Israel only and not to U.S. persons. The
Debentures, if offered, will not be registered under the U.S. Securities Act of 1933, as amended, and will not be offered or sold in the United States without registration or applicable exemption from the registration requirements according to the
U.S. Securities Act of 1933. Nothing in this report constitutes a public offering or an invitation to purchase
the Company’s securities.
Information Relating to Forward-Looking Statements
This report 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 report 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 including the impact of the Covid-19 pandemic, the impact of the war between Russia and Ukraine,
changes in inflation and interest rates, changes in regulation, seasonality of the PV business and market conditions. 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 the 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.
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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.
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Ellomay Capital Ltd.
By: /s/
Ran Fridrich
Ran Fridrich
Chief Executive Officer and Director
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