Ellomay Capital Ltd. (NYSE:ELLO) (TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today announced that it executed an agreement (the "Agreement") to sell its holdings in the 9 MW solar facility located in Talmei Yosef, Israel (the "Talmei Yosef Facility").

The Agreement provides for the sale of the Company's holdings in the Talmei Yosef Facility to Greenlight Fund Limited Partnership and Doral Group Renewable Energy Resources Ltd., in equal parts, in consideration for NIS 44.75 million (approximately $12.2 million), with an additional potential payment of up to NIS 4 million in the event the Talmei Yosef Facility will produce more than 18 million Kwh during 2024. The Agreement provides for a cutoff date of June 30, 2023 and the Company will be entitled to all revenues of the Talmei Yosef Facility up to such date, net of expenses for the period.

The Agreement includes customary representations and indemnification undertakings in connection with breaches of representations, which, other than with respect to customary exceptions, are subject to a cap of NIS 9 million and limited to a period of 18 months from the closing date.

The consummation of the sale is subject to various customary conditions to closing, including receipt of regulatory approvals and the consent of the financing entity of the Talmei Yosef Facility. All conditions to closing are required to be fulfilled within a period of 90 days from execution of the Agreement, which can be extended to up to 150 days under certain circumstances.

The Talmei Yosef Facility is located in southern Israel. One of the conditions to closing is the end of the war in southern Israel and that the Talmei Yosef Facility will be physically accessible. In addition, the Agreement provides that in the event that due to the current war and hostilities in Israel the facility will be damaged or its output will decrease, the buyers will have the right not to consummate the acquisition of the facility.

Following consummation of the sale, the Company will maintain the rights to the two projects under development located in the vicinity of the Talmei Yosef Facility: (i) a solar facility intended for 10 solar MW and 22 MW / hour batteries, and (ii) a battery storage facility intended for approximately 400 MW / hour.

As noted above, the consummation of the transactions contemplated by the Agreement is subject to the fulfilment of the conditions to closing, that are mostly not within the control of the Company or the buyers. There can be no assurance as to whether or when the conditions to closing will be satisfied and as to the impact of the war and hostilities in Israel on the ability to consummate the sale and on the final purchase price.