|
State of Israel
|
| |
4911
|
| |
Not applicable
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Joshua G. Kiernan
Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864 |
| |
Ron Ben-Menachem
Joshua Ravitz Herzog Fox & Neeman 6 Yitzhak Sadeh Street Tel Aviv 6777506, Israel Telephone: (972) (3) 692-2020 Fax: (972) (3) 696-6464 |
| |
Yossi Vebman
Michael J. Hong Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Telephone: (212) 735-3000 Fax: (212) 735-2000 |
| |
Ian Rostowsky
Daniel Marcovici Amit, Pollak, Matalon & Co. 18 Raoul Wallenberg St., Tel Aviv 6971915, Israel Telephone: (972) (3) 586-9000 Fax: (972) (3) 586-9001 |
|
| | | | | iii | | | |
| | | | | iii | | | |
| | | | | v | | | |
| | | | | vi | | | |
| | | | | 1 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 57 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 64 | | | |
| | | | | 90 | | | |
| | | | | 123 | | | |
| | | | | 142 | | | |
| | | | | 144 | | | |
| | | | | 145 | | | |
| | | | | 152 | | | |
| | | | | 153 | | | |
| | | | | 161 | | | |
| | | | | 168 | | | |
| | | | | 169 | | | |
| | | | | 169 | | | |
| | | | | 170 | | | |
| | | | | 171 | | | |
| | | | | F-1 | | |
| | |
Mature
Projects |
| |
Advanced
Development Projects |
| |
Development
Projects |
| |
Total
portfolio |
| ||||||||||||
Generation capacity (GW)
|
| | | | 4.0 | | | | | | 3.1 | | | | | | 9.9 | | | | |
|
17.0
|
| |
Storage capacity (GWh)
|
| | | | 2.1 | | | | | | 5.2 | | | | | | 8.0 | | | | |
|
15.3
|
| |
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||||||||
Revenues
|
| | |
$
|
131,303
|
| | | | $ | 67,424 | | | | |
$
|
102,461
|
| | | | $ | 70,324 | | |
Cost of sales
|
| | | | (28,154) | | | | | | (14,293) | | | | |
|
(21,777)
|
| | | | | (14,730) | | |
Depreciation and amortization
|
| | | | (27,544) | | | | | | (13,602) | | | | |
|
(19,446)
|
| | | | | (15,226) | | |
Gross profit
|
| | | | 75,605 | | | | | | 39,529 | | | | |
|
61,238
|
| | | | | 40,368 | | |
General and administrative expenses
|
| | | | (21,774) | | | | | | (9,085) | | | | |
|
(15,569)
|
| | | | | (9,018) | | |
Selling, marketing and project promotion expenses
|
| | | | (2,458) | | | | | | (2,314) | | | | |
|
(3,617)
|
| | | | | (2,257) | | |
Development expenses
|
| | | | (1,804) | | | | | | — | | | | |
|
(1,099)
|
| | | | | (719) | | |
Transaction costs in respect of acquisition of
activity in the United States |
| | |
|
—
|
| | | |
|
(6,990)
|
| | | |
|
(7,331)
|
| | | | | — | | |
Other income
|
| | | | 18,269 | | | | | | 396 | | | | |
|
778
|
| | | | | — | | |
Operating profit
|
| | | | 67,838 | | | | | | 21,536 | | | | |
|
34,400
|
| | | | | 28,374 | | |
Finance income
|
| | | | 19,181 | | | | | | 22,897 | | | | |
|
30,333
|
| | | | | 17,214 | | |
Finance expenses
|
| | | | (50,465) | | | | | | (28,316) | | | | |
|
(37,175)
|
| | | | | (31,408) | | |
Total finance expenses, net before early prepayment fee
|
| | | | (31,284) | | | | | | (5,419) | | | | |
|
(6,842)
|
| | | | | (14,194) | | |
Pre-tax profit before early prepayment fee
|
| | | | 36,554 | | | | | | 16,117 | | | | |
|
27,558
|
| | | | | 14,180 | | |
Early prepayment fee
|
| | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | (67,594) | | |
Profit (loss) before tax and equity gains (loss)
|
| | | | 36,554 | | | | | | 16,117 | | | | |
|
27,558
|
| | | | | (53,414) | | |
Share of (loss) profits of equity accounted investees
|
| | | | (72) | | | | | | (139) | | | | |
|
(189)
|
| | | | | 26 | | |
Profit (loss) before income taxes
|
| | | | 36,482 | | | | | | 15,978 | | | | |
|
27,369
|
| | | | | (53,388) | | |
Taxes on income
|
| | | | (9,324) | | | | | | (2,419) | | | | |
|
(5,694)
|
| | | | | 12,353 | | |
Profit (loss) for the year
|
| | |
$
|
27,158
|
| | | | $ | 13,559 | | | | |
$
|
21,675
|
| | | | $ | (41,035) | | |
|
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||||||||
Profit (loss) for the year attributed to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | 19,436 | | | | | | 7,455 | | | | |
|
11,217
|
| | | | | (43,869) | | |
Non-controlling interests
|
| | | | 7,722 | | | | | | 6,104 | | | | |
|
10,458
|
| | | | | 2,834 | | |
Earnings (loss) per share attributable to ordinary shareholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | |
$
|
0.02
|
| | | | $ | 0.01 | | | | |
$
|
0.01
|
| | | | $ | (0.06) | | |
Diluted earnings (loss) per share
|
| | |
$
|
0.02
|
| | | | $ | 0.01 | | | | |
$
|
0.01
|
| | | | $ | (0.06) | | |
Weighted average shares used in the calculation of earnings (loss):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic per share
|
| | | | 959,047,390 | | | | | | 897,066,785 | | | | |
|
937,492,190
|
| | | | | 782,977,562 | | |
Diluted per share
|
| | | | 985,699,275 | | | | | | 930,626,143 | | | | |
|
981,086,687
|
| | | | | 782,977,562 | | |
| | |
As of September 30, 2022
|
| |||||||||
| | |
Actual
|
| |
Pro forma
as adjusted(1) |
| ||||||
| | |
(in thousands)
|
| |||||||||
| | |
(unaudited)
|
| |||||||||
Cash and cash equivalents
|
| | | $ | 242,760 | | | | | $ | | | |
Restricted cash
|
| | | | 37,999 | | | | | | | | |
Total current assets
|
| | | | 506,532 | | | | | | | | |
Fixed assets, net
|
| | | | 1,945,647 | | | | | | | | |
Total assets
|
| | | | 3,274,377 | | | | | | | | |
Credit and current maturities of loans from banking corporations and other financial institutions
|
| | | | 161,093 | | | | | | | | |
Total current liabilities
|
| | | | 383,186 | | | | | | | | |
Loans from banking corporations and other financial institutions
|
| | | | 1,268,848 | | | | | | | | |
Total liabilities
|
| | | | 2,322,512 | | | | | | | | |
Non-controlling interests
|
| | | | 214,980 | | | | | | | | |
Equity attributable to owners of the Company
|
| | | | 736,885 | | | | | | | | |
Total equity
|
| | | | 951,865 | | | | | | | | |
| | |
Nine months ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 53,404 | | | | | $ | 27,521 | | | | | $ | 52,023 | | | | | $ | 38,810 | | |
Net cash provided by (used in) investing activities
|
| | | | (648,238) | | | | | | (482,660) | | | | | | (644,638) | | | | | | (492,450) | | |
Net cash generated from financing activities
|
| | | | 606,128 | | | | | | 636,334 | | | | | | 752,314 | | | | | | 343,528 | | |
| | |
As of September 30, 2022
|
| |||||||||
| | |
Actual
|
| |
Pro forma(1)
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Cash: | | | | | | | | | | | | | |
Cash
|
| | | $ | 242,760 | | | | | $ | | | |
Total cash and cash equivalents
|
| | | | 242,760(2) | | | | | | | | |
Corporate Debt: | | | | | | | | | | | | | |
Debentures
|
| | | | 252,382 | | | | | | | | |
Convertible debentures
|
| | | | 129,711 | | | | | | | | |
Total corporate debt
|
| | | | 382,093 | | | | | | | | |
Non-Recourse Debt: | | | | | | | | | | | | | |
Loans from banking corporations and other financial institutions
|
| | | | 1,429,941 | | | | | | | | |
Total non-recourse debt
|
| | | | 1,429,941 | | | | | | | | |
Equity: | | | | | | | | | | | | | |
Equity attributable to owners of the Company
|
| | | | 736,885 | | | | | | | | |
Non-controlling interests
|
| | | | 214,980 | | | | | | | | |
Total equity
|
| | | | 951,865 | | | | | | | | |
Total capitalization
|
| | | $ | 2,763,899 | | | | | $ | | | |
| | | | | | | | | | | | | |
|
Assumed initial public offering price per ordinary share
|
| | | | | | | | | $ | | | |
|
Pro forma net tangible book value per share as of September 30, 2022
|
| | | $ | | | | | | | | | |
|
Increase in pro forma net tangible book value per ordinary share attributable to this offering
|
| | | $ | | | | | | | | | |
|
Pro forma as adjusted net tangible book value per ordinary share after this offering
|
| | | | | | | | | $ | | | |
|
Dilution per ordinary share to new investors in this offering
|
| | | | | | | | | $ | | |
| | |
Ordinary Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Ordinary Share |
| ||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |||||||||||||||
Existing shareholders
|
| | | | | | | % | | | | | $ | | | | | | % | | | | | $ | | | ||
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | 100% | | | | | | | | | | | | 100% | | | | | | | | |
Period
|
| |
Proceeds from Sale of
Electricity by Financial Assets Projects |
| |
Proceeds from Sale of
Electricity Recorded as Financial Asset Payments |
| |
Proceeds from Sale of
Electricity Recorded as Revenue |
| |||||||||
Nine months ended September 30, 2022
|
| | | $ | 33.8 | | | | | $ | 15.4 | | | | | $ | 18.4 | | |
Year ended December 31, 2021
|
| | | | 44.1 | | | | | | 32.9 | | | | | | 11.3 | | |
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
|
| | |
(in thousands)
|
| |||||||||
| | |
Unaudited
|
| | | | | | | |||
Revenues
|
| |
$131,303
|
| |
$67,424
|
| |
$102,461
|
| |
$70,324
|
|
Cost of sales
|
| |
(28,154)
|
| |
(14,293)
|
| |
(21,777)
|
| |
(14,730)
|
|
Depreciation and amortization
|
| |
(27,544)
|
| |
(13,602)
|
| |
(19,446)
|
| |
(15,226)
|
|
Gross profit
|
| |
75,605
|
| |
39,529
|
| |
61,238
|
| |
40,368
|
|
General and administrative expenses
|
| |
(21,774)
|
| |
(9,085)
|
| |
(15,569)
|
| |
(9,018)
|
|
Selling, marketing and project promotion expenses
|
| |
(2,458)
|
| |
(2,314)
|
| |
(3,617)
|
| |
(2,257)
|
|
Development expenses
|
| |
(1,804)
|
| |
—
|
| |
(1,099)
|
| |
(719)
|
|
Transaction costs in respect of acquisition of activity in the United States
|
| |
—
|
| |
(6,990)
|
| |
(7,331)
|
| |
—
|
|
Other income
|
| |
18,269
|
| |
396
|
| |
778
|
| |
—
|
|
Operating profit
|
| |
67,838
|
| |
21,536
|
| |
34,400
|
| |
28,374
|
|
Finance income
|
| |
19,181
|
| |
22,897
|
| |
30,333
|
| |
17,214
|
|
Finance expenses
|
| |
(50,465)
|
| |
(28,316)
|
| |
(37,175)
|
| |
(31,408)
|
|
Total finance expenses, net before early prepayment fee
|
| |
(31,284)
|
| |
(5,419)
|
| |
(6,842)
|
| |
(14,194)
|
|
Pre-tax profit before early prepayment fee
|
| |
36,554
|
| |
16,117
|
| |
27,558
|
| |
14,180
|
|
Early prepayment fee
|
| |
—
|
| |
—
|
| |
—
|
| |
(67,594)
|
|
Profit (loss) before tax and equity gains (loss)
|
| |
36,554
|
| |
16,117
|
| |
27,558
|
| |
(53,414)
|
|
Share of (loss) profits of equity accounted investees
|
| |
(72)
|
| |
(139)
|
| |
(189)
|
| |
26
|
|
Profit (loss) before income taxes
|
| |
36,482
|
| |
15,978
|
| |
27,369
|
| |
(53,388)
|
|
Taxes on income
|
| |
(9,324)
|
| |
(2,419)
|
| |
(5,694)
|
| |
12,353
|
|
Profit (loss)
|
| |
27,158
|
| |
13,559
|
| |
$21,675
|
| |
$(41,035)
|
|
Profit (loss) for the year attributed to: | | | | | | | | | | | | | |
Owners of the Company
|
| |
19,436
|
| |
7,455
|
| |
11,217
|
| |
(43,869)
|
|
Non-controlling interests
|
| |
7,722
|
| |
6,104
|
| |
10,458
|
| |
2,834
|
|
|
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
as a % of revenue
|
| |||||||||||||||||||||
| | |
Unaudited
|
| | | | | | | | | | | | | |||||||||
Revenues
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
Cost of sales
|
| | | | (21.4) | | | | | | (21.2) | | | | | | (21.2) | | | | | | (20.9) | | |
Depreciation and amortization
|
| | | | (21.0) | | | | | | (20.2) | | | | | | (19.0) | | | | | | (21.6) | | |
Gross profit
|
| | | | 57.6 | | | | | | 58.6 | | | | | | 59.8 | | | | | | 57.4 | | |
General and administrative expenses
|
| | | | (16.6) | | | | | | (13.5) | | | | | | (15.2) | | | | | | (12.8) | | |
Selling, marketing and project promotion expenses
|
| | | | (1.9) | | | | | | (3.4) | | | | | | (3.5) | | | | | | (3.2) | | |
Development expenses
|
| | | | (1.4) | | | | | | — | | | | | | (1.1) | | | | | | (1.0) | | |
Transaction costs in respect of acquisition of activity in the United States
|
| | | | — | | | | | | (10.4) | | | | | | (7.1) | | | | | | — | | |
Other income
|
| | | | 13.9 | | | | | | 0.6 | | | | | | 0.7 | | | | | | — | | |
Operating profit
|
| | | | 51.7 | | | | | | 31.9 | | | | | | 33.6 | | | | | | 40.3 | | |
Finance income
|
| | | | 14.6 | | | | | | 34.0 | | | | | | 29.6 | | | | | | 24.5 | | |
Finance expenses
|
| | | | (38.4) | | | | | | (42.0) | | | | | | (36.3) | | | | | | (44.7) | | |
Total finance expenses, net before early prepayment
fee |
| | | | (23.8) | | | | | | (8.0) | | | | | | (6.7) | | | | | | (20.2) | | |
Pre-tax profit before early prepayment fee
|
| | | | 23.9 | | | | | | 26.9 | | | | | | 26.9 | | | | | | 20.1 | | |
Early prepayment fee
|
| | | | — | | | | | | — | | | | | | — | | | | | | (96.1) | | |
Profit (loss) before tax and equity gains (loss)
|
| | | | 27.8 | | | | | | 23.9 | | | | | | 26.9 | | | | | | (75.9) | | |
Share of (loss) profits of equity accounted investees
|
| | | | (0.1) | | | | | | (0.2) | | | | | | (0.2) | | | | | | 0.1 | | |
Profit (loss) before income taxes
|
| | | | 27.8 | | | | | | 23.7 | | | | | | 26.7 | | | | | | (75.9) | | |
Taxes on income
|
| | | | (7.1) | | | | | | (3.6) | | | | | | (5.5) | | | | | | 17.6 | | |
Profit (loss) for the year
|
| | | | 20.7% | | | | | | 20.1% | | | | | | 21.1% | | | | | | (58.3)% | | |
Profit (loss) for the year attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | 14.8% | | | | | | 11.1% | | | | | | 10.9% | | | | | | (62.4)% | | |
Non-controlling interests
|
| | | | 5.8 | | | | | | 9.1 | | | | | | 10.21 | | | | | | 4.0 | | |
|
| | |
Nine months ended September 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
Electricity and operation of facilities
|
| | | $ | 124,237 | | | | | $ | 62,380 | | | | | $ | 61,857 | | |
Construction and management services
|
| | | | 7,066 | | | | | | 5,044 | | | | | | 2,022 | | |
Total revenues
|
| | | $ | 131,303 | | | | | $ | 67,424 | | | | | $ | 63,879 | | |
|
| | |
Nine months ended September 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
Operating and maintenance
|
| | | $ | 23,437 | | | | | $ | 10,786 | | | | | $ | 12,651 | | |
Construction and management services
|
| | | | 4,717 | | | | | | 3,507 | | | | | | 1,210 | | |
Total cost of sales
|
| | | $ | 28,154 | | | | | $ | 14,293 | | | | | $ | 13,861 | | |
|
| | |
Nine months ended September 30,
|
| |
$ Change
|
| |||||||||||||||
| | |
2022
|
| |
2021
|
| |||||||||||||||
| | |
(in thousands)
|
| ||||||||||||||||||
| | |
Unaudited
|
| ||||||||||||||||||
General and administrative expenses
|
| | | | $21,774 | | | | | | | $9,085 | | | | | | | $12,689 | | | |
Selling, marketing and project promotion expenses
|
| | | | 2,458 | | | | | | | 2,314 | | | | | | | 144 | | | |
Development expenses
|
| | | | 1,804 | | | | | | | — | | | | | | | 1,804 | | | |
Transaction costs in respect of acquisition of activity in the United
States |
| | | | — | | | | | | | 6,990 | | | | | | | (6,990 | ) | | |
Other income
|
| | | | (18,269 | ) | | | | | | (396 | ) | | | | | | 17,873 | | | |
Total operating costs and expenses
|
| | | | $7,767 | | | | | | | $17,993 | | | | | | | $25,520 | | | |
|
| | |
Nine months ended September 30,
|
| |
$ Change
|
| ||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||
| | |
Unaudited
|
| |||||||||||||||
Finance income
|
| | | $ | 19,181 | | | | | $ | 22,897 | | | | | $ | (3,716) | | |
Finance expense
|
| | | | (50,465) | | | | | | (28,316) | | | | | | (22,149) | | |
Total Finance Income / (Expense)
|
| | | $ | (31,284) | | | | | $ | (5,419) | | | | | $ | (25,865) | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Electricity and operation of facilities
|
| | | $ | 94,309 | | | | | $ | 67,769 | | | | | $ | 26,540 | | |
Construction and management services
|
| | | | 8,152 | | | | | | 2,555 | | | | | | 5,597 | | |
Total revenues
|
| | | $ | 102,461 | | | | | $ | 70,324 | | | | | $ | 32,137 | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Operating and maintenance
|
| | | $ | 15,663 | | | | | $ | 12,436 | | | | | $ | 3,227 | | |
Construction and management services
|
| | | | 6,114 | | | | | | 2,294 | | | | | | 3,820 | | |
Total cost of sales
|
| | | $ | 21,777 | | | | | $ | 14,730 | | | | | $ | 7,047 | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
General and administrative expenses
|
| | | $ | 15,569 | | | | | $ | 9,018 | | | | | $ | 6,551 | | |
Selling, marketing and project promotion expenses
|
| | | | 3,617 | | | | | | 2,257 | | | | | | 1,360 | | |
Development expenses
|
| | | | 1,099 | | | | | | 719 | | | | | | 380 | | |
Transaction costs in respect of acquisition of activity in the United States
|
| | | | 7,331 | | | | | | — | | | | | | 7,331 | | |
Total operating costs and expenses
|
| | | $ | 27,616 | | | | | $ | 11,994 | | | | | $ | 15,622 | | |
|
| | |
Year ended December 31,
|
| | | | | | | |||||||||
| | |
2021
|
| |
2020
|
| |
$ Change
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Finance income
|
| | | $ | 30,333 | | | | | $ | 17,214 | | | | | $ | 13,119 | | |
Finance expense
|
| | | | (37,175) | | | | | | (31,408) | | | | | | (5,767) | | |
Early repayment fees
|
| | | | — | | | | | | (67,594) | | | | | | 67,594 | | |
Total Finance Income / (Expense)
|
| | | $ | (6,842) | | | | | $ | (81,788) | | | | | $ | 74,946 | | |
|
| | |
For the nine
months ended September 30, |
| |
For the
year ended December 31, |
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Segment Adjusted EBITDA(1) | | | | | | ||||||||||||||||||||
Israel
|
| | |
$
|
47,990
|
| | | |
$
|
37,139
|
| | | |
$
|
44,549
|
| | | |
$
|
40,722
|
| |
Central-Eastern Europe
|
| | |
$
|
42,096
|
| | | |
$
|
33,859
|
| | | |
$
|
51,610
|
| | | |
$
|
40,317
|
| |
Western Europe
|
| | | $ | 22,132 | | | | | $ | 4,912 | | | | | $ | 11,183 | | | | | $ | 1,222 | | |
Management and Construction
|
| | | $ | 3,224 | | | | | $ | 5,172 | | | | | $ | 6,623 | | | | | $ | 3,693 | | |
Series
|
| |
Debt Outstanding
as of September 30, 2022 (USD in millions)* |
| |
Effective
interest rate |
| |
Effective interest
rate debt component only |
| |
Indexation
|
| |
Bond rating as of
September 30, 2022 |
| |
Duration
(Years) |
| ||||||||||||
C
|
| | | $ | 150 | | | | | | 3.2% | | | | | | 1.5% | | | |
None
|
| |
A2.il stable
|
| | | | 6.2 | | |
D
|
| | | $ | 109 | | | | | | 3.2% | | | | | | 3.2% | | | |
None
|
| |
A2.il stable
|
| | | | 6.0 | | |
E
|
| | | $ | 27 | | | | | | 4.4% | | | | | | 4.4% | | | |
None
|
| |
Unrated
|
| | | | 2.2 | | |
F
|
| | | $ | 124 | | | | | | 3.1% | | | | | | 3.1% | | | |
None
|
| |
A2.il stable
|
| | | | 3.2 | | |
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||
| | |
(Unaudited)
|
| | | | | | | | | | | | | |||||||||
Net cash provided by operating activities
|
| | | $ | 53.4 | | | | | $ | 27.5 | | | | | $ | 52.0 | | | | | $ | 38.8 | | |
Cash from financing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Project level finance net of repayments
|
| | | | 348.3 | | | | | | 238.4 | | | | | | 331.1 | | | | | | 210.4 | | |
Project level tax equity
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Project level cash from equity partners net of distributions
|
| | | | 13.8 | | | | | | 37.6 | | | | | | 65.6 | | | | | | 18.9 | | |
Holding company debt issuance net of repayments
|
| | | | 31.1 | | | | | | 196.4 | | | | | | 196.8 | | | | | | 45.2 | | |
Holding company equity issuance
|
| | | | 206.6 | | | | | | 175.1 | | | | | | 175.1 | | | | | | 105.9 | | |
Deferred financing costs
|
| | | | (3.2) | | | | | | (7.8) | | | | | | (9.9) | | | | | | (31.5) | | |
Other
|
| | | | 9.4 | | | | | | (3.3) | | | | | | (6.3) | | | | | | (5.4) | | |
Total Sources
|
| | | $ | 606.1 | | | | | $ | 636.3 | | | | | $ | 752.3 | | | | | $ | 343.5 | | |
Net cash used in investing activities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Capital Expenditures and acquisition expenses
|
| | | $ | 648.4 | | | | | $ | 477.5 | | | | | $ | 640.4 | | | | | $ | 481.9 | | |
Short term investments
|
| | | | (0.2) | | | | | | 5.2 | | | | | | 4.2 | | | | | | 10.6 | | |
Total Uses
|
| | | | 648.2 | | | | | | 482.7 | | | | | | 644.6 | | | | | | 492.4 | | |
Net change in cash
|
| | | $ | 11.3 | | | | | $ | 181.2 | | | | |
$
|
159.7
|
| | | |
$
|
(110.1)
|
| |
|
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(in thousands)
|
| |||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 53,404 | | | | | $ | 27,521 | | | | | $ | 52,023 | | | | | $ | 38,810 | | |
Net cash provided by (used in) investing activities
|
| | | | (648,238) | | | | | | (482,660) | | | | | | (644,638) | | | | | | (492,450) | | |
Net cash generated from financing activities
|
| | | | 606,128 | | | | | | 636,334 | | | | | | 752,314 | | | | | | 343,528 | | |
| | |
Mature
Projects |
| |
Advanced
Development Projects |
| |
Development
Projects |
| |
Total
portfolio |
| ||||||||||||
Generation capacity (GW)
|
| | | | 4.0 | | | | | | 3.1 | | | | | | 9.9 | | | | |
|
17.0
|
| |
Storage capacity (GWh)
|
| | | | 2.1 | | | | | | 5.2 | | | | | | 8.0 | | | | |
|
15.3
|
| |
Segment
|
| |
Country
|
| |
Project name
|
| |
Technology
|
| |
Operational
year |
| |
Sales tariff
(USD per MWh) |
| |
Approximate
Enlight share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Capacity
MWdc |
|
Israel
|
| |
Israel
|
| |
Emek Habacha
|
| |
Wind
|
| |
2022
|
| |
102
|
| |
41%
|
| |
2042
|
| |
Yes
|
| |
109
|
|
| | | | | |
Halutziot
|
| |
Solar
|
| |
2015
|
| |
184
|
| |
90%
|
| |
2035
|
| |
Yes
|
| |
55
|
|
| | | | | |
Sunlight 1 + 2
|
| |
Solar
|
| |
2018—2020
|
| |
56—59
|
| |
50%—100%
|
| |
2041—2042
|
| |
Yes
|
| |
67
|
|
| | | | | |
Israel Solar
Projects |
| |
Solar
|
| |
2013—2015
|
| |
319(2)
|
| |
98%(2)
|
| |
2033—2035
|
| |
Yes
|
| |
31
|
|
Total Israel
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
262
|
|
Western Europe
|
| |
Sweden
|
| |
Picasso
|
| |
Wind
|
| |
2021
|
| |
Confidential
|
| |
69%
|
| |
2033(3)
|
| |
No
|
| |
113
|
|
| | |
Sweden
|
| |
Björnberget
|
| |
Wind
|
| |
2022
|
| |
Confidential
|
| |
55%
|
| |
2032
|
| |
No
|
| |
372
|
|
| | |
Ireland
|
| |
Tully
|
| |
Wind
|
| |
2017
|
| |
79
|
| |
50%
|
| |
2032
|
| |
Yes
|
| |
14
|
|
| | |
Spain
|
| |
Gecama
|
| |
Wind
|
| |
2022
|
| |
NA
|
| |
72%
|
| |
Merchant
|
| |
NA
|
| |
329
|
|
Total Western Europe
|
| | | | | | | | | | | | | | | | | | | |
Model
|
| | | | |
828
|
|
CEE
|
| |
Kosovo
|
| |
Selac
|
| |
Wind
|
| |
2021
|
| |
85
|
| |
60%
|
| |
2034
|
| |
Yes
|
| |
105
|
|
| | |
Serbia
|
| |
Blacksmith
|
| |
Wind
|
| |
2019
|
| |
99
|
| |
50%
|
| |
2031
|
| |
Yes
|
| |
105
|
|
| | |
Croatia
|
| |
Lukovac
|
| |
Wind
|
| |
2018
|
| |
107
|
| |
50%
|
| |
2032
|
| |
Yes
|
| |
49
|
|
| | |
Hungary
|
| |
Attila
|
| |
Solar
|
| |
2019
|
| |
96
|
| |
50%
|
| |
2039
|
| |
Yes(5)
|
| |
57
|
|
Total CEE
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
316
|
|
Total consolidated projects
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
1,406
|
|
Israel (not consolidated)
|
| |
Israel
|
| |
Israel Solar
|
| |
Solar
|
| |
2020—2021
|
| |
65(2)
|
| |
50%
|
| |
2042—2046
|
| |
Yes
|
| |
24
|
|
Total consolidated and unconsolidated JVs at share
|
| | | | | | | | | | | | | | | | | | | |
12.5 years
remaining |
| | | | |
1,418
|
|
Geographic sector
|
| |
Country
|
| |
Project
name |
| |
Technology
|
| |
Expected
COD date(2) |
| |
Sales tariff
(USD per MWh) |
| |
Expected
approximate Enlight share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Storage
capacity MWh |
| |
Capacity
MWdc |
|
US(3)
|
| |
Montana
|
| |
Apex Solar
|
| |
Solar
|
| |
Q2/23
|
| |
Confidential
|
| |
90%
|
| |
20 years
|
| |
No
|
| | | | |
105
|
|
Total US
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
105
|
|
Israel
|
| |
Israel
|
| |
Genesis Wind
|
| |
Wind
|
| |
Q3/23
|
| |
94
|
| |
60%
|
| |
20 years
|
| |
Yes
|
| | | | |
189
|
|
| | | | | |
Solar + Storage 1
|
| |
Solar
|
| |
Q1/24
|
| |
57
|
| |
89%
|
| |
23 years
|
| |
Yes
|
| |
155
|
| |
89
|
|
Total Israel
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
155
|
| |
278
|
|
CEE
|
| |
Hungary
|
| |
ACDC
|
| |
Solar
|
| |
Q1/23
|
| |
66
|
| |
100%
|
| |
15 years
|
| |
Yes
|
| | | | |
26
|
|
Total CEE
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
26
|
|
Total consolidated projects
|
| | | | | | | | | | | | | | | | | | | |
20.3 years
|
| | | | |
155
|
| |
409
|
|
Geographic sector
|
| |
Country
|
| |
Project name
|
| |
Technology
|
| |
Expected
COD date(2) |
| |
Expected
approximate Enlight share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Storage
capacity MWh |
| |
Capacity
MWdc |
|
Israel
|
| |
Israel
|
| |
Solar + Storage 2
|
| |
Solar
|
| |
Q3/24(3)
|
| |
53%
|
| |
23 years
|
| |
Yes
|
| |
492
|
| |
165
|
|
| | |
Israel
|
| |
Genesis Wind Expansion
|
| |
Wind
|
| |
Q3/23
|
| |
60%
|
| |
20 years
|
| |
Yes
|
| |
—
|
| |
18
|
|
| | |
Israel
|
| |
Yatir
|
| |
Wind
|
| |
Q2/25
|
| |
50%
|
| |
—
|
| |
—
|
| |
—
|
| |
38
|
|
Total Israel
|
| | | | | | | | | | | | | | | | | | | | | | |
492
|
| |
221
|
|
US(3)
|
| |
New Mexico
|
| |
Atrisco
|
| |
Solar
|
| |
Q2/24
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
1,200
|
| |
360
|
|
| | |
Iowa
|
| |
Coggon
|
| |
Solar
|
| |
Q2/24
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
—
|
| |
127
|
|
| | |
Michigan
|
| |
Gemstone
|
| |
Solar
|
| |
Q2/25
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
—
|
| |
165
|
|
| | |
Utah
|
| |
Faraday A
|
| |
Solar
|
| |
Q3/25
|
| |
90%
|
| |
—
|
| |
NA
|
| |
60
|
| |
63
|
|
| | |
Arizona
|
| |
Co bar A
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
18 years
|
| |
No
|
| |
—
|
| |
100
|
|
| | |
Arizona
|
| |
Co bar SRP
|
| |
Solar
|
| |
Q4/24
|
| |
90%
|
| |
20 years(4)
|
| |
No
|
| |
—
|
| |
480
|
|
Total US
|
| | | | | | | | | | | | | | | | | | | | | | |
1,260
|
| |
1,295
|
|
CEE
|
| |
Hungary
|
| |
Tapolca
|
| |
Solar
|
| |
Q2/24
|
| |
100%
|
| |
Merchant
|
| |
NA
|
| |
—
|
| |
60
|
|
Total CEE
|
| | | | | | | | | | | | | | | | |
Model
|
| | | | |
—
|
| |
60
|
|
Western Europe
|
| |
Spain
|
| |
Gecama Solar
|
| |
Solar
|
| |
Q4/24
|
| |
72%
|
| |
Merchant
Model |
| |
NA
|
| |
200
|
| |
250
|
|
Total consolidated projects
|
| | | | | | | | | | | | | | | | | | | | | | |
1,952
|
| |
1,826
|
|
Israel (not consolidated)
|
| |
Israel
|
| |
Dual-use tender 1
|
| |
Solar
|
| |
Q1/25
|
| |
50%
|
| |
15 years
|
| |
Yes
|
| |
—
|
| |
40
|
|
CEE (not consolidated)
|
| |
Serbia
|
| |
Pupin
|
| |
Wind
|
| |
Q4/24
|
| |
33%
|
| |
—
|
| |
—
|
| |
—
|
| |
96
|
|
Total consolidated and consolidated JVs at share
|
| | | | | | | | | | | | | | | | |
20.1 years
|
| | | | |
1,952
|
| |
1,878
|
|
Geographic sector
|
| |
State
|
| |
Project
name |
| |
Technology
|
| |
Expected
COD date(2) |
| |
Enlight
share |
| |
PPA/FIT
duration |
| |
Inflation
indexed PPA |
| |
Storage
capacity MWh |
| |
Capacity
MWdc |
|
US(3)
|
| |
Indiana
|
| |
Rustic hills 1
|
| |
Solar
|
| |
Q2/25
|
| |
90%
|
| |
20 years
|
| |
No
|
| |
—
|
| |
128
|
|
| | | | | |
Rustic hills 2
|
| |
Solar
|
| |
Q2/25
|
| |
90%
|
| |
25 years
|
| |
No
|
| |
—
|
| |
128
|
|
Total contracted projects
|
| | | | | | | | | | | | | | | | |
22.5 years
|
| | | | |
—
|
| |
256
|
|
Technology
|
| |
Location
|
| |
Expected
COD |
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| ||||||||||||
Wind
|
| | | | Israel | | | |
Q3/23
|
| |
20 years
|
| | | | 93 | | | | | | IEC | | | | | | 189 | | |
Technology
|
| |
Location
|
| |
COD
|
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| ||||||||||||
Wind
|
| | | | Spain | | | |
Q2/22
|
| |
Merchant Model with
rolling hedges |
| | | | NA | | | | | | NA | | | | | | 329 | | |
Technology
|
| |
Location
|
| |
Expected
COD |
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| ||||||
Solar
|
| |
Montana,
United States
|
| |
Q2/23
|
| |
20 years
|
| | | | Confidential | | | |
NorthWestern
|
| | | | 105 | | |
Technology
|
| |
Location
|
| |
Expected
COD |
| |
PPA/FIT
duration |
| |
Price per
MWh USD |
| |
Offtaker
|
| |
Capacity
(MWdc) |
| |
Capacity
(MWh dc) |
| |||||||||
Solar
|
| |
New Mexico,
United States
|
| |
Q2/24
|
| |
20 years
|
| | | | Confidential | | | |
PNM Resources
|
| | | | 360 | | | | | | 1,200 | | |
Geographic Sector
|
| |
Country
|
| |
Technology
|
| |
Generation
capacity MWdc |
| |
Storage
capacity MWh |
| ||||||
Western Europe
|
| |
Spain
|
| |
Solar
|
| | | | 332 | | | | | | — | | |
| | |
Italy
|
| |
Solar
|
| | | | 200 | | | | | | 800 | | |
Total Western Europe
|
| | | | |
Solar
|
| | | | 532 | | | | | | 800 | | |
USA
|
| |
USA
|
| |
Solar
|
| | | | 2,171 | | | | | | 4,328 | | |
Israel
|
| |
Israel
|
| |
Solar + Wind
|
| | | | 129 | | | | | | 50 | | |
Central—Eastern Europe
|
| |
Croatia
|
| |
Solar
|
| | | | 261 | | | | | | — | | |
Total | | | | | | | | | | | 3,093 | | | | | | 5,178 | | |
Definitions
|
| | | |
Advanced Interconnect | | | Completed system impact study, facility study or interconnection agreement | |
Early Stage Interconnect | | | Interconnection request up to and including the initiation of the system impact study | |
No Interconnect Position | | | No interconnection request yet submitted | |
Name
|
| |
Position
|
|
Executive officers | | | | |
Gilad Yavetz
|
| | Chief Executive Officer and Director | |
Nir Yehuda
|
| | Chief Financial Officer | |
Amit Paz
|
| |
Senior Vice President of Engineering Contracting and Procurement
|
|
Ilan Goren
|
| |
Vice President of Global Project Development, Israel Business
Development and Construction |
|
Michael Avidan
|
| | Vice President, North America and President of Enlight USA | |
Directors | | | | |
Yair Seroussi
|
| | Chairman of the Board | |
Liat Benyamini
|
| | Director | |
Michal Tzuk
|
| | Director | |
Noam Breiman
|
| | Director | |
Dr. Shai Weil
|
| | Director | |
Yitzhak Betzalel
|
| | Director | |
Zvi Furman
|
| | Director | |
Name
|
| |
Position
|
| |
Salary
|
| |
Bonus
|
| |
Share-based
compensation |
| |
Car costs
|
| |
Total
|
| |||||||||||||||
| | | | | |
(In thousands)
|
| |||||||||||||||||||||||||||
Gilad Yavetz(1)
|
| | Chief Executive Officer and Director | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||
Zafrir Yoeli(2)
|
| | Senior Vice President of Marketing, Sales, and Business Development and Director | | |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
Amit Paz(3)
|
| | Senior Vice President of Engineering and Operations | | |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
Nir Yehuda(4)
|
| | Chief Financial Officer | | |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
Meron Carr(5)
|
| | Vice President of Projects Development | | |
|
| |
|
| |
|
| |
|
| |
|
|
| | | | | | | | | | | | | | |
Shares beneficially owned after offering
|
| |||||||||
| | |
Shares beneficially
owned prior to offering |
| |
Assuming underwriters’
option to purchase additional ordinary shares is not exercised |
| |
Assuming underwriters’
option to purchase additional ordinary shares is exercised in full |
| |||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||
Principal shareholders | | | | | | | | | | | | | | | | | | | | | | | | | |
Migdal Insurance and Financial Holdings Ltd(1)
|
| | | | 124,290,373 | | | | | | 12.91% | | | | | | | | | | | | | | |
Harel Insurance Investments & Financial Services Ltd(2)
|
| | | | 79,991,823 | | | | | | 8.34% | | | | | | | | | | | | | | |
Clal Insurance Enterprises Holdings Ltd.(3)
|
| | | | 61,693,578 | | | | | | 6.40% | | | | | | | | | | | | | | |
The Phoenix Holdings Ltd.(4)
|
| | | | 84,693,027 | | | | | | 8.76% | | | | | | | | | | | | | | |
Menora Mivtachim Holdings Ltd.(5)
|
| | | | 52,038,869 | | | | | | 5.43% | | | | | | | | | | | | | | |
Meitav Dash Investments Ltd.(6)
|
| | | | 66,984,499 | | | | | | 6.98% | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Shares beneficially owned after offering
|
| |||||||||
| | |
Shares beneficially
owned prior to offering |
| |
Assuming underwriters’
option to purchase additional ordinary shares is not exercised |
| |
Assuming underwriters’
option to purchase additional ordinary shares is exercised in full |
| |||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||
Directors and executive officers
|
| | | | | | | | | | | | | | | | | ||||||||
Gilad Yavetz(7)
|
| | | | 15,548,196 | | | | | | 1.61% | | | | | | | ||||||||
Nir Yehuda(8)
|
| | | | 2,113,278 | | | | | | * | | | | | | | ||||||||
Amit Paz(9)
|
| | | | 13,524,119 | | | | | | 1.40% | | | | | | | ||||||||
Ilan Goren(10)
|
| | | | 1,605,413 | | | | | | * | | | | | | | ||||||||
Michael Avidan(11)
|
| | | | 527,001 | | | | | | * | | | | | | | ||||||||
Yair Seroussi(12)
|
| | | | 2,439,833 | | | | | | * | | | | | | | ||||||||
Liat Benyamini
|
| | | | — | | | | | | * | | | | | | | ||||||||
Michal Tzuk
|
| | | | — | | | | | | * | | | | | | | ||||||||
Noam Breiman
|
| | | | — | | | | | | * | | | | | | | ||||||||
Dr. Shai Weil(13)
|
| | | | 405,518 | | | | | | * | | | | | | | ||||||||
Yitzhak Betzalel
|
| | | | — | | | | | | * | | | | | | | ||||||||
Zvi Furman
|
| | | | — | | | | | | * | | | | | | | ||||||||
All executive officers and directors as a group (12 persons)
|
| | | | 36,163,358 | | | | | | 3.69% | | | | | | |
Name
|
| |
Number of shares
|
|
J.P. Morgan Securities LLC
|
| | | |
BofA Securities, Inc.
|
| | | |
| | | | |
Total | | | | |
| | |
Without option
to purchase additional shares exercise |
| |
With full option
to purchase additional shares exercise |
| ||||||
Per Share
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | | |
Expenses
|
| |
Amount
|
| |||
SEC registration fee
|
| | | $ | * | | |
FINRA filing fee
|
| | | | * | | |
Stock exchange listing fee
|
| | | | * | | |
Transfer agent’s fee
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous costs
|
| | | | * | | |
Total
|
| | | $ | * | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial statements: | | | | | | | |
| | | | F-3-F-4 | | | |
| | | | F-5-F-6 | | | |
| | | | F-7-F-8 | | | |
| | | | F-9-F-12 | | | |
| | | | F-13-F-108 | | |
| | |
Page
|
| |||
Condensed consolidated financial statements (unaudited): | | | | | | | |
| | | | F-109 | | | |
| | | | F-111 | | | |
| | | | F-113 | | | |
| | | | F-115 | | | |
| | | | F-119 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Assets | | | | | ||||||||||||
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
5A
|
| | |
|
265,933
|
| | | | | 99,330 | | |
Restricted cash
|
| |
5B
|
| | |
|
35,179
|
| | | | | 87,763 | | |
Financial assets at fair value through profit or loss
|
| |
27C
|
| | |
|
39,364
|
| | | | | 32,509 | | |
Trade receivables
|
| |
6
|
| | |
|
17,900
|
| | | | | 11,419 | | |
Other receivables
|
| |
7
|
| | |
|
28,147
|
| | | | | 27,686 | | |
Current maturities of contract assets
|
| |
9
|
| | |
|
16,789
|
| | | | | 15,098 | | |
Other financial assets
|
| | | | | |
|
9,999
|
| | | | | — | | |
Total current assets
|
| | | | | |
|
413,311
|
| | | | | 273,805 | | |
Non-current assets | | | | | | | | | | | | | | | | |
Restricted cash
|
| |
5B
|
| | |
|
21,368
|
| | | | | 19,731 | | |
Other long term receivables
|
| | | | | |
|
6,334
|
| | | | | 527 | | |
Deferred costs in respect of projects
|
| |
8A(1)
|
| | |
|
171,427
|
| | | | | 15,069 | | |
Deferred borrowing costs
|
| | | | | |
|
21,138
|
| | | | | 26,096 | | |
Investments in equity accounted investees
|
| |
8C
|
| | |
|
—
|
| | | | | 32,464 | | |
Loans to investee companies
|
| |
8C
|
| | |
|
26,264
|
| | | | | 43,717 | | |
Advance payment on account of share purchases
|
| | | | | |
|
—
|
| | | | | 970 | | |
Contract assets
|
| |
9
|
| | |
|
270,253
|
| | | | | 271,153 | | |
Fixed assets, net
|
| |
10
|
| | |
|
1,488,829
|
| | | | | 937,934 | | |
Intangible assets, net
|
| |
11
|
| | |
|
247,059
|
| | | | | 90,574 | | |
Deferred taxes
|
| |
17
|
| | |
|
21,864
|
| | | | | 13,802 | | |
Right-of-use asset, net
|
| |
26
|
| | |
|
105,250
|
| | | | | 80,965 | | |
Financial assets at fair value through profit or loss
|
| |
27C, 30A(11)
|
| | |
|
28,682
|
| | | | | 10,115 | | |
Other financial assets
|
| | | | | |
|
13,561
|
| | | | | — | | |
Total non-current assets
|
| | | | | |
|
2,422,029
|
| | | | | 1,543,117 | | |
Total assets
|
| | | | | |
|
2,835,340
|
| | | | | 1,816,922 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Liabilities and equity | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Credit and current maturities of loans from banking corporations and other financial institutions
|
| |
14
|
| | |
|
61,822
|
| | | | | 208,293 | | |
Trade payables
|
| |
12
|
| | |
|
27,417
|
| | | | | 7,960 | | |
Other payables
|
| |
13
|
| | |
|
46,058
|
| | | | | 79,716 | | |
Current maturities of debentures
|
| |
15
|
| | |
|
17,914
|
| | | | | 17,329 | | |
Current maturities of loans from non-controlling
interests |
| |
14
|
| | |
|
—
|
| | | | | 5,433 | | |
Current maturities of lease liability
|
| |
26
|
| | |
|
5,686
|
| | | | | 5,605 | | |
Other financial liabilities
|
| |
27D
|
| | |
|
42,169
|
| | | | | 1,457 | | |
Total current liabilities
|
| | | | | |
|
201,066
|
| | | | | 325,793 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Debentures
|
| |
15
|
| | |
|
286,656
|
| | | | | 186,777 | | |
Convertible debentures
|
| |
15
|
| | |
|
100,995
|
| | | | | — | | |
Loans from banking corporations and other financial institutions
|
| |
14
|
| | |
|
1,168,569
|
| | | | | 632,144 | | |
Loans from non-controlling interests
|
| |
14
|
| | |
|
78,113
|
| | | | | 40,808 | | |
Other financial liabilities
|
| |
27D
|
| | |
|
93,252
|
| | | | | 19,056 | | |
Deferred taxes
|
| |
17
|
| | |
|
12,411
|
| | | | | 8,498 | | |
Other long term payables
|
| | | | | |
|
1,132
|
| | | | | 2,453 | | |
Employee benefits
|
| |
8A(1)
|
| | |
|
6,911
|
| | | | | — | | |
Lease liability
|
| |
26
|
| | |
|
99,960
|
| | | | | 74,124 | | |
Asset retirement obligation
|
| | | | | |
|
28,894
|
| | | | | 14,863 | | |
Total non-current liabilities
|
| | | | | |
|
1,876,893
|
| | | | | 978,723 | | |
Total liabilities
|
| | | | | |
|
2,077,959
|
| | | | | 1,304,516 | | |
Equity
|
| |
18
|
| | | | | | | | | | | | |
Ordinary share capital
|
| | | | | |
|
2,549
|
| | | | | 2,239 | | |
Share premium
|
| | | | | |
|
556,161
|
| | | | | 380,529 | | |
Capital reserves
|
| | | | | |
|
(4,514)
|
| | | | | 25,966 | | |
Proceeds on account of convertible options
|
| | | | | |
|
10,405
|
| | | | | — | | |
Accumulated loss
|
| | | | | |
|
(31,963)
|
| | | | | (43,180) | | |
Equity attributable to owners of the Company
|
| | | | | |
|
532,638
|
| | | | | 365,554 | | |
Non-controlling interests
|
| | | | | |
|
224,743
|
| | | | | 146,852 | | |
Total equity
|
| | | | | |
|
757,381
|
| | | | | 512,406 | | |
Total liabilities and equity
|
| | | | | |
|
2,835,340
|
| | | | | 1,816,922 | | |
|
Yair Seroussi
Chairman of the Board of Directors |
| |
Gilad Yavetz
CEO and Board Member |
| |
Nir Yehuda
CFO |
|
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Revenues
|
| |
21
|
| | |
|
102,461
|
| | | | | 70,324 | | |
Cost of sales
|
| |
22
|
| | |
|
(21,777)
|
| | | | | (14,730) | | |
Depreciation and amortization
|
| | | | | |
|
(19,446)
|
| | | | | (15,226) | | |
Gross profit
|
| | | | | |
|
61,238
|
| | | | | 40,368 | | |
General and administrative expenses
|
| |
24
|
| | |
|
(15,569)
|
| | | | | (9,018) | | |
Selling, marketing and project promotion expenses
|
| |
23
|
| | |
|
(3,617)
|
| | | | | (2,257) | | |
Development expenses
|
| | | | | |
|
(1,099)
|
| | | | | (719) | | |
Transaction costs in respect of acquisition of activity in the United
States |
| |
8A(1)
|
| | |
|
(7,331)
|
| | | | | — | | |
Other income
|
| | | | | |
|
778
|
| | | | | — | | |
| | | | | | |
|
(26,838)
|
| | | | | (11,994) | | |
Operating profit
|
| | | | | |
|
34,400
|
| | | | | 28,374 | | |
Finance income
|
| |
25B
|
| | |
|
30,333
|
| | | | | 17,214 | | |
Finance expenses
|
| |
25A
|
| | |
|
(37,175)
|
| | | | | (31,408) | | |
Total finance expenses, net before early prepayment fee
|
| | | | | |
|
(6,842)
|
| | | | | (14,194) | | |
Pre-tax profit before early prepayment fee
|
| | | | | |
|
27,558
|
| | | | | 14,180 | | |
Early prepayment fee
|
| |
25C
|
| | |
|
—
|
| | | | | (67,594) | | |
Profit (loss) before tax and equity gains (loss)
|
| | | | | |
|
27,558
|
| | | | | (53,414) | | |
Share of (loss) profits of equity accounted investees
|
| | | | | |
|
(189)
|
| | | | | 26 | | |
Profit (loss) before income taxes
|
| | | | | |
|
27,369
|
| | | | | (53,388) | | |
Taxes on income
|
| |
17C
|
| | |
|
(5,694)
|
| | | | | 12,353 | | |
Profit (loss) for the year
|
| | | | | |
|
21,675
|
| | | | | (41,035) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | |
Amounts which will be classified in the future under profit or loss, net of tax:
|
| | | | | | | | | | | | | | | |
Foreign currency translation differences for foreign operations
|
| | | | | |
|
(67,305)
|
| | | | | (719) | | |
Effective portion of changes in fair value of cash flow hedges,
net |
| |
27
|
| | |
|
(9,168)
|
| | | | | (4,550) | | |
Other comprehensive income item that will not be transfer to profit or loss:
|
| | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | | | | |
|
29,510
|
| | | | | 33,734 | | |
Total other comprehensive (loss) income for the year
|
| | | | | |
|
(46,963)
|
| | | | | 28,465 | | |
Total comprehensive loss for the year
|
| | | | | | | (25,288) | | | | | | (12,570) | | |
Profit (loss) for the year attributed to: | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | | |
|
11,217
|
| | | | | (43,869) | | |
Non-controlling interests
|
| | | | | |
|
10,458
|
| | | | | 2,834 | | |
| | | | | | |
|
21,675
|
| | | | | (41,035) | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
| | | | | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Comprehensive income (loss) for the year attributed to: | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | | |
|
(25,748)
|
| | | | | (24,644) | | |
Non-controlling interests
|
| | | | | |
|
460
|
| | | | | 12,074 | | |
| | | | | | |
|
(25,288)
|
| | | | | (12,570) | | |
Earnings (loss) per ordinary share (in USD) with a par value of
NIS 0.01, attributable to owners of the parent Company: |
| |
19
|
| | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | | | |
|
0.01
|
| | | | | (0.06) | | |
Diluted earnings (loss) per share
|
| | | | | |
|
0.01
|
| | | | | (0.06) | | |
Weighted average of share capital used in the calculation of earnings (loss):
|
| | | | | | | | | | | | | | | |
Basic per share
|
| | | | | |
|
937,492,190
|
| | | | | 782,977,562 | | |
Diluted per share
|
| | | | | |
|
981,086,687
|
| | | | | 782,977,562 | | |
| | | | | | | | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | |
Owners of the parent company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders(1) |
| |
Transactions
with non- controlling interests(1) |
| |
Transactions
Share-based payment(1) |
| |
Hedge
reserve(1) |
| |
Translation
reserve from foreign operation(1) |
| |
Translation
reserve from currency Presentation(1) |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2021
|
| | | | 2,239 | | | | | | 380,529 | | | | | | — | | | | | | 5,378 | | | | | | (19,432) | | | | | | 13,615 | | | | | | (8,325) | | | | | | (2,350) | | | | | | 37,080 | | | | | | (43,180) | | | | | | 365,554 | | | | | | 146,852 | | | | | | 512,406 | | |
Income for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,217 | | | | | | 11,217 | | | | | | 10,458 | | | | | | 21,675 | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments used for
cash flow hedging, net of tax |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,223)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,223)
|
| | | |
|
(2,945)
|
| | | |
|
(9,168)
|
| |
Exchange differences due to translation of foreign operations
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(52,610)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(52,610)
|
| | | |
|
(14,695)
|
| | | |
|
(67,305)
|
| |
Other comprehensive income item that will not be
transfer to profit or loss: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
21,868
|
| | | |
|
—
|
| | | |
|
21,868
|
| | | |
|
7,642
|
| | | |
|
29,510
|
| |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,223) | | | | | | (52,610) | | | | | | 21,868 | | | | | | — | | | | | | (36,965) | | | | | | (9,998) | | | | | | (46,963) | | |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,223) | | | | | | (52,610) | | | | | | 21,868 | | | | | | 11,217 | | | | | | (25,748) | | | | | | 460 | | | | | | (25,288) | | |
Share-based payment
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
6,485
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
6,485
|
| | | |
|
—
|
| | | |
|
6,485
|
| |
Issue of ordinary shares
|
| | |
|
284
|
| | | |
|
175,632
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
175,916
|
| | | |
|
—
|
| | | |
|
175,916
|
| |
Issuance of convertible debentures
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
10,405
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
10,405
|
| | | |
|
—
|
| | | |
|
10,405
|
| |
Conversion of share options
|
| | |
|
26
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
26
|
| | | |
|
—
|
| | | |
|
26
|
| |
Initial consolidation of Bjorn (see Note 30 A (11))
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
22,726
|
| | | |
|
22,726
|
| |
Investment by non- controlling interest in subsidiaries
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
56,998
|
| | | |
|
56,998
|
| |
Dividends and distribution to by non- controlling interest in subsidiaries
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(2,293)
|
| | | |
|
(2,293)
|
| |
| | | | | 310 | | | | | | 175,632 | | | | | | 10,405 | | | | | | — | | | | | | — | | | | | | 6,485 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,832 | | | | | | 77,431 | | | | | | 270,263 | | |
Balance as of December 31, 2021
|
| | | | 2,549 | | | | | | 556,161 | | | | | | 10,405 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 20,100 | | | | | | (14,548) | | | | | | (54,960) | | | | | | 58,948 | | | | | | (31,963) | | | | | | 532,638 | | | | | | 224,743 | | | | | | 757,381 | | |
| | | | | | | | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | |
Owners of the parent company
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders(1) |
| |
Transactions
with non- controlling interests(1) |
| |
Transactions
Share-based payment(1) |
| |
Hedge
Reserve(1) |
| |
Translation
reserve from foreign operation(1) |
| |
Translation
reserve from currency Presentation(1) |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2020
|
| | | | 2,031 | | | | | | 273,939 | | | | | | 197 | | | | | | 5,378 | | | | | | (3,939) | | | | | | 9,477 | | | | | | (5,069) | | | | | | (1,161) | | | | | | 13,410 | | | | | | 689 | | | | | | 294,952 | | | | | | 93,358 | | | | | | 388,310 | | |
Income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43,869) | | | | | | (43,869) | | | | | | 2,834 | | | | | | (41,035) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments used for
cash flow hedging, net of tax |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | (1,294) | | | | | | (4,550) | | |
Exchange differences due to translation of foreign operations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,189) | | | | | | — | | | | | | — | | | | | | (1,189) | | | | | | 470 | | | | | | (719) | | |
Other comprehensive income item that will not be
transfer to profit or loss: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,670 | | | | | | — | | | | | | 23,670 | | | | | | 10,064 | | | | | | 33,734 | | |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | (1,189) | | | | | | 23,670 | | | | | | — | | | | | | 19,225 | | | | | | 9,240 | | | | | | 28,465 | | |
Total comprehensive income (loss) for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,256) | | | | | | (1,189) | | | | | | 23,670 | | | | | | (43,869) | | | | | | (24,644) | | | | | | 12,074 | | | | | | (12,570) | | |
Share-based payment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,138 | | | | | | — | | | | | | 4,138 | | |
Issue of ordinary shares
|
| | | | 188 | | | | | | 106,315 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 106,503 | | | | | | — | | | | | | 106,503 | | |
Conversion of debentures into shares
|
| | | | 1 | | | | | | 275 | | | | | | (197) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 79 | | | | | | — | | | | | | 79 | | |
Exercise of share options
|
| | | | 19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19 | | | | | | — | | | | | | 19 | | |
Sale of rights in consolidated entities to non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,493) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,493) | | | | | | 49,782 | | | | | | 34,289 | | |
Dividends and distribution to by non- controlling interest in subsidiaries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,362) | | | | | | (8,362) | | |
| | | | | 208 | | | | | | 106,590 | | | | | | (197) | | | | | | — | | | | | | (15,493) | | | | | | 4,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 95,246 | | | | | | 41,420 | | | | | | 136,666 | | |
Balance as of December 31, 2020
|
| | | | 2,239 | | | | | | 380,529 | | | | | | — | | | | | | 5,378 | | | | | | (19,432) | | | | | | 13,615 | | | | | | (8,325) | | | | | | (2,350) | | | | | | 37,080 | | | | | | (43,180) | | | | | | 365,554 | | | | | | 146,852 | | | | | | 512,406 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows for operating activities | | | | | | | | | | | | | |
Profit (loss) for the year
|
| | |
|
21,675
|
| | | | | (41,035) | | |
Adjustments required to present cash flows from operating activities (Annex A)
|
| | |
|
24,146
|
| | | | | 89,465 | | |
Cash from operating activities
|
| | |
|
45,821
|
| | | | | 48,430 | | |
Interest receipts
|
| | |
|
1,223
|
| | | | | 1,011 | | |
Interest paid
|
| | |
|
(24,381)
|
| | | | | (41,020) | | |
Income Tax paid
|
| | |
|
(3,497)
|
| | | | | (861) | | |
Repayment of contract assets
|
| | |
|
32,857
|
| | | | | 31,250 | | |
Net cash from operating activities
|
| | |
|
52,023
|
| | | | | 38,810 | | |
Cash flows for investing activities | | | | | | | | | | | | | |
Acquisition of consolidated companies (see Annex B)
|
| | |
|
(156,496)
|
| | | | | (8,554) | | |
Restricted cash, net
|
| | |
|
47,999
|
| | | | | (17,538) | | |
Purchase, development and construction of fixed assets
|
| | |
|
(453,250)
|
| | | | | (341,929) | | |
Investment in deferred costs in respect of projects
|
| | |
|
(39,506)
|
| | | | | (12,077) | | |
Proceed from sale (purchase) of short term financial assets measured at fair value through profit or loss, net
|
| | |
|
(4,218)
|
| | | | | (10,571) | | |
Payments on account of share purchases
|
| | |
|
—
|
| | | | | (931) | | |
Payments on account of acquisition of consolidated company
|
| | |
|
(1,183)
|
| | | | | (20,189) | | |
Loan to investee
|
| | |
|
(4,091)
|
| | | | | (39,636) | | |
Investment in investee
|
| | |
|
(7,891)
|
| | | | | (30,763) | | |
loan to non-controlling interests
|
| | |
|
(6,496)
|
| | | | | — | | |
Purchase of long term financial assets measured at fair value through profit or loss
|
| | |
|
(19,506)
|
| | | | | (10,262) | | |
Net cash used in investing activities
|
| | |
|
(644,638)
|
| | | | | (492,450) | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows from financing activities | | | | | | | | | | | | | |
Receipt of loans from banks and other financial institutions
|
| | |
|
632,943
|
| | | | | 309,418 | | |
Repayment of loans from banks and other financial institutions
|
| | |
|
(301,837)
|
| | | | | (46,093) | | |
Issuance of debentures
|
| | |
|
107,317
|
| | | | | 97,668 | | |
Issuance of convertible debentures
|
| | |
|
106,817
|
| | | | | — | | |
Repayment of debentures
|
| | |
|
(17,348)
|
| | | | | (52,496) | | |
Distribution of profits in consolidated partnerships
|
| | |
|
(1,085)
|
| | | | | (6,120) | | |
Dividend distribution in consolidated companies
|
| | |
|
(833)
|
| | | | | (2,228) | | |
Repayment of loans from other credit providers
|
| | |
|
—
|
| | | | | (52,903) | | |
Deferred borrowing costs
|
| | |
|
(9,951)
|
| | | | | (31,540) | | |
Receipt (repayment) of loans from non-controlling interests, net
|
| | |
|
10,530
|
| | | | | 9,023 | | |
Consideration from sale of holding in consolidated entity, without loss of control
|
| | |
|
—
|
| | | | | 10,021 | | |
Increase in holding right of consolidated entity
|
| | |
|
—
|
| | | | | (30,403) | | |
Issuance of shares
|
| | |
|
175,079
|
| | | | | 105,950 | | |
Exercise of share options
|
| | |
|
25
|
| | | | | 18 | | |
Repayment of lease liability
|
| | |
|
(6,344)
|
| | | | | (5,382) | | |
Proceeds from investment in entities by non-controlling interest
|
| | |
|
57,001
|
| | | | | 38,595 | | |
Net cash from financing activities
|
| | |
|
752,314
|
| | | | | 343,528 | | |
Increase (decrease) in cash and cash equivalents
|
| | |
|
159,699
|
| | | | | (110,112) | | |
Balance of cash and cash equivalents at beginning of year
|
| | |
|
99,330
|
| | | | | 197,675 | | |
Impact of changes in exchange rates on held cash balances in foreign currency
|
| | | | 6,904 | | | | |
|
11,767
|
| |
Cash and cash equivalents at end of year
|
| | |
|
265,933
|
| | | | | 99,330 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex A—Adjustments Required to Present Cash Flows | | | | ||||||||||
From operating activities: | | | | | | | | | | | | | |
Income and expenses not associated with cash flows: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
20,500
|
| | | | | 15,867 | | |
Finance expenses in respect of debentures
|
| | |
|
—
|
| | | | | 559 | | |
Finance expenses in respect of project finance loans
|
| | |
|
27,699
|
| | | | | 25,885 | | |
Finance expenses in respect of prepayment of loans
|
| | |
|
—
|
| | | | | 67,594 | | |
Finance expenses in respect of loans from non-controlling interests
|
| | |
|
1,158
|
| | | | | 1,540 | | |
Finance expenses in respect of contingent consideration
|
| | |
|
2,231
|
| | | | | — | | |
Fair value changes of financial instruments measured at fair value through
profit or loss |
| | |
|
(3,145)
|
| | | | | 660 | | |
Share-based compensation
|
| | |
|
3,980
|
| | | | | 2,253 | | |
Deferred taxes
|
| | |
|
3,272
|
| | | | | (15,482) | | |
Finance expenses in respect of lease liability
|
| | |
|
1,243
|
| | | | | 1,087 | | |
Finance income in respect of contract asset
|
| | |
|
(24,310)
|
| | | | | (16,176) | | |
Exchange differences and others
|
| | |
|
3,019
|
| | | | | 338 | | |
Amortization of deferred costs in respect of projects
|
| | |
|
230
|
| | | | | 719 | | |
interest expenses from loans to investees
|
| | |
|
(1,465)
|
| | | | | (657) | | |
Company’s share in losses of investee partnerships
|
| | |
|
189
|
| | | | | 74 | | |
Finance expenses (income) in respect of forward transaction
|
| | |
|
(621)
|
| | | | | 657 | | |
| | | |
|
33,980
|
| | | | | 84,918 | | |
Changes in assets and liabilities items: | | | | | | | | | | | | | |
Change in other receivables
|
| | |
|
340
|
| | | | | (5,100) | | |
Change in trade receivables
|
| | |
|
(6,944)
|
| | | | | 4,800 | | |
Change in other payables
|
| | |
|
(4,624)
|
| | | | | 5,121 | | |
Change in trade payables
|
| | |
|
1,175
|
| | | | | (274) | | |
Change in provisions for employees
|
| | |
|
219
|
| | | | | — | | |
| | | |
|
(9,835)
|
| | | | | 4,547 | | |
| | | |
|
24,146
|
| | | | | 89,465 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex B—Acquisition of Newly Consolidated Companies | | | | | | | | | | | | | |
Working capital (except for cash and cash equivalents)
|
| | |
|
(42,304)
|
| | | | | 245 | | |
Restricted cash
|
| | |
|
—
|
| | | | | 174 | | |
Financial liabilities at fair value through profit or loss
|
| | |
|
(86,768)
|
| | | | | — | | |
Fixed assets
|
| | |
|
121,359
|
| | | | | 16,390 | | |
Intangible assets
|
| | |
|
164,765
|
| | | | | 15,998 | | |
Deferred costs in respect of projects
|
| | |
|
104,346
|
| | | | | — | | |
Deferred borrowing costs
|
| | |
|
5,738
|
| | | | | 293 | | |
Deferred taxes
|
| | |
|
115
|
| | | | | 122 | | |
Investment in investee
|
| | |
|
(39,803)
|
| | | | | (7,251) | | |
Right-of-use asset and lease liability, net
|
| | |
|
(633)
|
| | | | | — | | |
Loan to investee
|
| | |
|
(24,512)
|
| | | | | (17,309) | | |
Loan from non-controlling interests
|
| | |
|
(23,551)
|
| | | | | — | | |
Non-controlling interests
|
| | |
|
(22,256)
|
| | | | | (108) | | |
Total consideration which was paid, after deducting cash (cash surplus
upon consolidation) in consolidated companies |
| | | | 156,496 | | | | |
|
8,554
|
| |
| The Group | | |
—
|
| | The Company and its consolidated entities (as defined below). | |
| Interested Parties | | |
—
|
| | As defined in the Securities Law, 5728-1968, as amended. | |
| Consolidated Entities | | |
—
|
| | Companies or partnerships which are directly or indirectly under the Company’s control (as defined in IFRS 10), and whose financial reports are wholly consolidated with the Company’s reports. The active consolidated entities are as specified in Note 8. | |
|
Controlling shareholders
|
| |
—
|
| |
As defined in the Securities Regulations (Annual Financial Statements), 5770-2010.
|
|
| Related Party | | |
—
|
| | As defined in IAS 24 (2009), “Related Party Disclosures”. | |
| | |
Useful lifetime
|
| |
Depreciation
rates |
| |
Depreciation
method |
|
Wind farms
|
| |
25–30 years
|
| |
4%–3.3%
|
| |
Straight line
|
|
Photovoltaic systems
|
| |
23–24 years
|
| |
4.3%–4.16%
|
| |
Straight line
|
|
Automatic cleaning systems
|
| |
20 years
|
| |
5%
|
| |
Straight line
|
|
Others
|
| |
3–14 years
|
| |
33%–7%
|
| |
Straight line
|
|
| | |
Representative exchange rate
|
| |
CPI(*)
|
| ||||||||||||||||||||||||
| | |
EUR
|
| |
NIS
|
| |
HUF
|
| |
HRK
|
| |
Known
CPI |
| |||||||||||||||
| | |
(USD to 1)
|
| |
In points
|
| ||||||||||||||||||||||||
Date of the financial statements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021
|
| | |
|
1.132
|
| | | |
|
0.322
|
| | | |
|
0.0031
|
| | | |
|
0.150
|
| | | |
|
104.5
|
| |
As of December 31, 2020
|
| | | | 1.227 | | | | | | 0.311 | | | | | | 0.0034 | | | | | | 0.163 | | | | | | 102.1 | | |
| | |
%
|
| |
%
|
| |
%
|
| |
%
|
| |
%
|
| |||||||||||||||
Rates of change: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the year ended: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021
|
| | |
|
(7.7)
|
| | | |
|
3.5
|
| | | |
|
(8.8)
|
| | | |
|
(0.8)
|
| | | |
|
2.4
|
| |
As of December 31, 2020
|
| | | | 0.5 | | | | | | 7.6 | | | | | | (2.9) | | | | | | (1.5) | | | | | | (0.6) | | |
|
• Electricity production facilities
|
| | 20–30 years | |
|
• Offices
|
| | 3–7 years | |
Standard / interpretation /
amendment |
| |
Publication requirements
|
| |
Application and
transitional provisions |
| |
Expected impact
|
|
(1) Amendment to IAS 1, Presentation of Financial Statement: Classification of liabilities as current or non-current
|
| | The amendment replaces certain requirements for the classification of liabilities as current or non-current. For example, according to the amendment, a liability will be classified as non-current if the entity has the right to defer payment for a minimum period of 12 months after the end of the reporting period, which is “substantial”, and exists at the end the reporting period, instead of the requirement for a right which is “unconditional”. In accordance with the amendment, a right exists as of the reporting date only if the entity fulfills the conditions for the deferral of payment as of that date. The amendment also clarifies that the conversion right in respect of a liability will affect the classification of the entire instrument as current or non-current, unless the conversion component is an equity component. | | | The Amendment is effective for reporting periods beginning on or after January 1, 2023. with earlier application being permitted. The Amendment is applicable retrospectively, including an amendment to comparative data | | | The Group has not yet begun evaluating the implications of the standard’s adoption on the financial statements. | |
(2) Amendment to
IAS 16, Property, Plant and Equipment-Costs directly attributable fixed assets |
| |
The Amendment annuls the requirement by which in the calculation of costs directly attributable to fixed assets, the net proceeds from selling certain items that were produced while the Company tested the functioning of the asset should be deducted (such as samples that were produced when testing the equipment). Instead, such proceeds shall be recognized in profit or loss according to the relevant standards and the cost of the sold items will be measured according to the measurement requirements of
IAS 2, Inventories. |
| | The Amendment is effective for annual periods beginning on or after January 1, 2022. Early application is permitted. The Amendment shall be applied on a retrospective basis, including an amendment of comparative data, only with respect to fixed asset items that have been brought to the location and condition required for them to operate in the manner intended by management subsequent to the earliest reporting period presented at the date of initial application of the Amendment. The cumulative effect of the Amendment will adjust the opening balance of | | | The Group’s estimates that the adoption of the amendments will not have a significant impact on the financial statements. | |
Standard / interpretation /
amendment |
| |
Publication requirements
|
| |
Application and
transitional provisions |
| |
Expected impact
|
|
| | | | | | retained earnings for the earliest reporting period presented. | | | | |
(3) Amendment to IFRS 3, Business Combinations
|
| |
The Amendment replaces the requirement to recognize liabilities from business combinations in accordance with the conceptual framework, the reason being that the interaction between those instructions and the guidance provided in IAS 37 regarding recognition of liabilities was unclear in certain cases.
The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception, contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also clarifies that contingent assets are not to be recognized on the date of the business combination.
|
| | The Amendment is effective for annual periods beginning on or after January 1, 2022 | | | The Group’s estimates that the adoption of the amendments will not have a significant impact on the financial statements. | |
(4) Amendment to IAS 12
Income taxes: Deferred tax associated with assets and liabilities arising from a single transaction |
| |
The Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences.
As a result, companies will need to recognize a deferred tax asset or a deferred tax liability for these temporary differences at the initial recognition of transactions that give rise to equal and offsetting temporary differences, such as lease transactions and provisions for decommissioning and restoration.
|
| |
The Amendment is effective for annual periods beginning on or after January 1, 2023, by amending the opening balance of the retained earnings or adjusting a different component of equity in the period the Amendment was first adopted.
Earlier application is permitted.
|
| | The Group has not yet begun evaluating the implications of the standard’s adoption on the financial statements. | |
Estimate
|
| |
Main assumptions
|
| |
Possible implications
|
| |
Reference
|
|
Recognition of deferred tax asset in respect of tax losses
|
| | The Group recognizes a tax asset in the statement of financial position when taxable profits are expected to arise in the future, against which the carryforward losses can be used. | | | Insofar as the Company expects that carryforward losses which were recognized as tax assets in previous periods will not be used, the Company reserved a deferred tax asset in the statement of income. | | | See Note 17, income taxes. | |
Useful lifetime of fixed assets
|
| | The Company hires the assistance of technical and legal consultants to determine the useful lifetime of the facilities which it owns and which are accounted for according to the fixed assets method. The Company is also required to use judgment when determining the depreciation period of fixed assets which reflects the future economic benefits inherent in the asset. | | | Increase or decrease in profit or loss. | | | See Note 2H3 for details regarding the useful lifetime of fixed assets. | |
Estimate
|
| |
Main assumptions
|
| |
Possible implications
|
| |
Reference
|
|
Measurement of contingent consideration in respect of business combination
|
| | For the purpose of determining the contingent consideration, the Group estimates the amount of the projected future consideration according to the milestones which were determined in the purchase agreement. | | | Increase or decrease in profit or loss. | | | See Note 8A (1) | |
Recognition of facilities as contract assets / fixed assets
|
| |
For the purpose of determining whether the Company’s engagements in connection with the construction and operation of photovoltaic systems and farms for production of electricity from wind energy are covered under IFRIC 12, significant judgment is required, including in respect of the legal interpretations regarding the series of laws, licenses and agreements in the relevant arrangement, for the purpose of determining the extent of the state’s control over the provided services, and in respect of the determination of the materiality of the residual value at the end of the agreement period.
As part of the evaluation, the Company is required to exercise judgment regarding the facility’s operating period, beyond the period of the arrangement, the expected revenues and costs from its continued operation, and the cash flow discount rate which was used in the calculation. When the conclusion is that the residual value from the continued additional operation, beyond 20 years, is negligible relative to the value of the entire facility, those facilities will fall under IFRIC 12.
|
| | If the conclusion is that the residual value from continued operation beyond 20 years is significant relative to the value of the entire facility, those facilities will fall under the application of IAS 16. | | | See Note 2J regarding service concession arrangements. | |
Recognition of project costs as assets
|
| | For the purpose of determining whether project costs can be discounted as an asset, Group management conducts an assessment in which it evaluates whether the series of statutory permits, land ties, possibility for electricity connection, etc., in the project, lead to the conclusion | | | Amortization of development costs to the statement of income. | | | See Note 2I regarding deferred project costs. | |
Estimate
|
| |
Main assumptions
|
| |
Possible implications
|
| |
Reference
|
|
| | | that the project will produce economic benefits for the Company (in other words, whether the project is expected to reach completion of construction and commercial operation). When regulatory approvals are not expected to be obtained, the Company amortizes the development costs to the statement of income. | | | | | | | |
Recoverable amount of a cash generating unit which includes goodwill
|
| | The determination of this estimate is based on discounted cash flow forecasts. The determination of cash flows is based on various assumptions regarding the results of the future operation of the cash generating unit. | | | Changes in estimates due to changes in these assumptions, or in the discount rate, could affect profit. | | | See Note 2K for details regarding the impairment of intangible assets | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash in banks
|
| | |
|
113,686
|
| | | | | 94,226 | | |
Short term deposits
|
| | |
|
152,247
|
| | | | | 5,104 | | |
| | | |
|
265,933
|
| | | | | 99,330 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Short term restricted cash
|
| | |
|
35,179
|
| | | | | 87,763 | | |
Long term restricted cash
|
| | |
|
21,368
|
| | | | | 19,731 | | |
| | | |
|
56,547
|
| | | | | 107,494 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Income receivable from electricity and the operation of facilities
revenue |
| | |
|
6,651
|
| | | | | 2,094 | | |
outstanding receivable
|
| | |
|
11,249
|
| | | | | 9,325 | | |
| | | |
|
17,900
|
| | | | | 11,419 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Government institutions
|
| | |
|
16,327
|
| | | | | 16,561 | | |
Other receivables
|
| | |
|
8,868
|
| | | | | 8,468 | | |
Prepaid expenses
|
| | |
|
2,952
|
| | | | | 2,657 | | |
| | | |
|
28,147
|
| | | | | 27,686 | | |
| | |
USD in thousands
|
| |||
Upfront cash payments
|
| | | | 160,548 | | |
Performance-based (“earn out”) contingent consideration(1)
|
| | | | 59,131 | | |
Liability in respect of put option(2)
|
| | | | 27,637 | | |
Total purchase consideration
|
| | |
|
247,316
|
| |
| | |
USD in thousands
|
| |||
Cash and cash equivalents
|
| | | | 499 | | |
Working capital (except for cash and cash equivalents)
|
| | | | (5,381) | | |
Deferred costs in respect of projects(*)
|
| | | | 104,346 | | |
Fixed assets, net
|
| | | | 223 | | |
Goodwill
|
| | | | 148,128 | | |
Total
|
| | |
|
247,815
|
| |
After deducting contingent consideration and liability in respect of put option
|
| | | | (86,768) | | |
After deducting cash and cash equivalents in the acquired company
|
| | | | (499) | | |
Total purchase consideration which was transferred in cash
|
| | | | 160,548 | | |
| | |
USD in thousands
|
| |||
Transferred consideration (“Upfront”)
|
| | | | 160,548 | | |
Plus liability in respect of put option
|
| | | | 27,637 | | |
Less identifiable excess costs in respect of projects
|
| | | | (45,216) | | |
Asset value, net
|
| | | | 5,159 | | |
Calculated balance of goodwill
|
| | |
|
148,128
|
| |
| | | | | |
Effective stake in
equity interests |
| |||||||||
| | | | | |
Consolidated entity
|
| |||||||||
| | |
Country of
incorporation |
| |
As of December 31
|
| |||||||||
Entity name
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | |
%
|
| |
%
|
| ||||||
Enlight—Eshkol Havatzelet L.P. (hereinafter: “Havatzelet”)(A)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Havatzelet—Halutziot—Enlight L.P. (hereinafter: “Halutziot”)(A)
|
| |
Israel
|
| | | | 89.99 | | | | | | 89.99 | | |
Tlamim Enlight L.P. (hereinafter: “Tlamim”)(B)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Mivtachim Green Energies Ltd. (hereinafter: “Mivtachim”)(B)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Talmei Bilu Green Energies Ltd. (hereinafter: “Talmei Bilu”)(B)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Ela—Kramim—Enlight L.P. (hereinafter: “Kramim”)(C)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Brosh—Idan—Enlight L.P. (hereinafter: “Idan”)(D)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Eshkol Zayit—Zayit Yarok—Enlight L.P. (hereinafter: “Zayit Yarok”)(E)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Peirot HaGolan—Enlight L.P. (hereinafter: “Peirot HaGolan”)
|
| |
Israel
|
| | | | 51 | | | | | | 51 | | |
Eshkol Gefen—Barbur—Enlight L.P. (hereinafter: “Barbur”)(F)
|
| |
Israel
|
| | | | 51 | | | | | | 51 | | |
Sde Nehemia—Enlight L.P. (hereinafter: “Sde Nehemia”)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Kinetic Energies—Alternative Electrical Energies Ltd.
(hereinafter: “Kinetic Energies”)(G) |
| |
Israel
|
| | | | 68.1 | | | | | | 68.1 | | |
Emek HaBacha Wind Energy Ltd. (hereinafter: “Emek HaBacha”)(G)
|
| |
Israel
|
| | | | 40.85 | | | | | | 40.85 | | |
Enlight—Eshkol Hadas L.P. (hereinafter: “Hadas”)(H)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Talmei Yafe Sun L.P. (hereinafter: “Talmei Yafe”)(H)
|
| |
Israel
|
| | | | 50 | | | | | | 50 | | |
Dorot Sun L.P. (hereinafter: “Dorot”)(H)
|
| |
Israel
|
| | | | 50 | | | | | | 50 | | |
Enlight Kramim L.P. (hereinafter: “Enlight Kramim”)(H)
|
| |
Israel
|
| | | | 74 | | | | | | 74 | | |
Enlight Beit Shikma L.P. (hereinafter: “Beit Shikma”)(H)
|
| |
Israel
|
| | | | 100 | | | | | | 100 | | |
Orsol Energy 3 (A.A.) L.P. (hereinafter: “Revivim”)(I)
|
| |
Israel
|
| | | | 90 | | | | | | 90 | | |
| | | | | |
Effective stake in
equity interests |
| |||||||||
| | | | | |
Consolidated entity
|
| |||||||||
| | |
Country of
incorporation |
| |
As of December 31
|
| |||||||||
Entity name
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | |
%
|
| |
%
|
| ||||||
Enlight Kidmat Zvi L.P. (Hereinafter: “Kidmat Tzvi”)
|
| |
Israel
|
| | | | 74 | | | | | | 74 | | |
Enlight—Eshkol Dekel L.P. (hereinafter: “Beit Rimon”)
|
| |
Israel
|
| | | | 50.1 | | | | | | 50.1 | | |
Enlight—Aviram Initiation L.P. (hereinafter: “Enlight-Aviram”)
|
| |
Israel
|
| | | | 60 | | | | | | 60 | | |
Ruach Beresheet L.P. (hereinafter: “Ruach Beresheet”) (O)
|
| |
Israel
|
| | | | 60 | | | | | | 60 | | |
Tullynamoyle Wind Farm 3 Limited (hereinafter: “Tullynamoyle”)(J)
|
| |
Ireland
|
| | | | 50.1 | | | | | | 50.1 | | |
Vjetroelektrana Lukovac d.o.o (hereinafter: “Lukovac”)(K)
|
| |
Croatia
|
| | | | 50.1 | | | | | | 50.1 | | |
EW-K-Wind d.o.o (hereinafter: “EWK”)(L)
|
| |
Serbia
|
| | | | 50.1 | | | | | | 50.1 | | |
Megujulohaz kft (hereinafter: “Meg”)(J)
|
| |
Hungary
|
| | | | 50.1 | | | | | | 50.1 | | |
Raaba Green kft (hereinafter: “Raaba”)(J)
|
| |
Hungary
|
| | | | 50.1 | | | | | | 50.1 | | |
SOWI Kosovo LLC (hereinafter: “SOWI”)(M)
|
| |
Kosovo
|
| | | | 48 | | | | | | 48 | | |
Vindpark Malarberget I Norberg AB(N)
|
| |
Sweden
|
| | | | 68.8 | | | | | | 68.8 | | |
Enlight Beit HaShita Solar Energy, L.P. (hereinafter: “Beit HaShita”)
|
| |
Israel
|
| | | | 74 | | | | | | 74 | | |
Enlight EU Energies kft (hereinafter: “Enlight EU”)(P)
|
| |
Hungary
|
| | | | 100 | | | | | | 100 | | |
Generacion Eolica Castilla La Mancha Sl (hereinafter: “GECAMA”)(Q)
|
| |
Spain
|
| | | | 72 | | | | | | 72 | | |
Björnberget Vindkraft AB(R)
|
| |
Sweden
|
| | | | 56.2 | | | | | | — | | |
Nardo Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Genzano Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Montemilone Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Gravina 2 San Felice Solar Energy s.r.l(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Enlight Energia Renovable ESPA SL(S)
|
| |
Italy
|
| | | | 100 | | | | | | 100 | | |
Clenera holdings LLC(U)
|
| |
USA
|
| | | | 90.1 | | | | | | — | | |
| | |
As of December 31, 2021
|
| |
For the year ended December 31, 2021
|
| | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership /
investee |
| |
Rate of
ownership rights held by non-controlling interests % |
| |
Balance of
non-controlling interests |
| |
Current
assets |
| |
Non-current
assets |
| |
Current
liabilities |
| |
Non-current
liabilities |
| |
Revenues
|
| |
Profit
(loss) |
| |
Profit
(loss) attributed to non-controlling interests |
| |
Cash
flows from operating activities |
| |
Cash
flows from investing activities |
| |
Cash
flows from financing activities |
| |
Total
change in cash and cash equivalents |
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Co-Op
|
| | | | 49.90 | | | | | | 19,196 | | | | | | 17,002 | | | | | | 252,630 | | | | | | 17,359 | | | | | | 213,806 | | | | | | 49,510 | | | | | | 17,354 | | | | | | 5,911 | | | | | | 29,673 | | | | | | 1,297 | | | | | | (30,708) | | | | | | 263 | | |
The Nordic Wind
|
| | | | 31.18 | | | | | | 21,184 | | | | | | 18,354 | | | | | | 179,603 | | | | | | 20,017 | | | | | | 110,002 | | | | | | 11,757 | | | | | | 6,017 | | | | | | 1,876 | | | | | | (3,839) | | | | | | 5,817 | | | | | | 1,084 | | | | | | 3,062 | | |
Power of the Danube
|
| | | | 52 | | | | | | 73,045 | | | | | | 37,740 | | | | | | 434,471 | | | | | | 63,418 | | | | | | 268,322 | | | | | | — | | | | | | 7,365 | | | | | | 1,184 | | | | | | 3,093 | | | | | | (193,914) | | | | | | 63,838 | | | | | | 4,184 | | |
Bjorn
|
| | | | 49 | | | | | | 73,045 | | | | | | 37,740 | | | | | | 434,471 | | | | | | 63,418 | | | | | | 268,322 | | | | | | — | | | | | | (72) | | | | | | (35) | | | | | | (118) | | | | | | (75,037) | | | | | | 103,552 | | | | | | 28,397 | | |
| | |
As of December 31, 2020
|
| |
For the year ended December 31, 2020
|
| | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership / investee
|
| |
Rate of
ownership rights held by non-controlling interests % |
| |
Balance of
non-controlling interests |
| |
Current
assets |
| |
Non-current
assets |
| |
Current
liabilities |
| |
Non-current
liabilities |
| |
Revenues
|
| |
Profit
(loss) |
| |
Profit (loss)
attributed to non-controlling interests |
| |
Cash
flows from operating activities |
| |
Cash
flows from investing activities |
| |
Cash
flows from financing activities |
| |
Total
change in cash and cash equivalents |
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mivtachim Green
Energies Ltd. |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,473 | | | | | | (3,422) | | | | | | 1,189 | | | | | | 6,582 | | | | | | 493 | | | | | | (6,726) | | | | | | 350 | | |
Co-Op
|
| | | | 49.90 | | | | | | 12,277 | | | | | | 17,821 | | | | | | 285,885 | | | | | | 27,270 | | | | | | 248,833 | | | | | | 40,785 | | | | | | 8,177 | | | | | | 4,079 | | | | | | 23,028 | | | | | | (184) | | | | | | 24,204 | | | | | | (1,360) | | |
The Iberian Wind
|
| | | | 28.07 | | | | | | 34,837 | | | | | | 6,145 | | | | | | 133,536 | | | | | | 7,185 | | | | | | 8,406 | | | | | | — | | | | | | (35) | | | | | | (10) | | | | | | (383) | | | | | | (80,745) | | | | | | 85,222 | | | | | | 4,093 | | |
|
| | | | | | | | |
Effective stake in equity interests
|
| |||||||||
| | |
Country of
incorporation |
| |
As of December 31
|
| ||||||||||||
Name of associate entity
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | |
%
|
| |
%
|
| ||||||
Kadarim Enlight Solar, L.P.
|
| | | | Israel | | | | | | 50 | | | | | | 50 | | |
Mei Golan—Enlight Floating Energy L.P.
|
| | | | Israel | | | | | | 50.1 | | | | | | 50.1 | | |
Karmey Haruah L.P. (hereinafter: “Karmey Haruah”)(A)
|
| | | | Israel | | | | | | 50.2 | | | | | | 50.2 | | |
Emek HaRuhot L.P. (hereinafter: “Emek HaRuhot”)(B)
|
| | | | Israel | | | | | | 60 | | | | | | 60 | | |
Enlight K2-Wind d.o.o (hereinafter: “Serbia 2”)(C)
|
| | | | Serbia | | | | | | 16.7 | | | | | | 16.7 | | |
Bjornberget Vindkraft AB (hereinafter: “Bjorn”)(D)
|
| | | | Sweden | | | | | | — | | | | | | 60.7 | | |
Project
|
| |
Total
capacity in MW |
| |
Stake in the project
|
| |
Tariff
approval for the facility (agorot per kWh) |
| |
Rate of
return on the contract asset |
| |
Contract
asset as of December 31, 2021 (USD in thousands) |
| |||||||||
Halutziot(*)
|
| | | | 55 | | | |
90%
|
| | | | 62.8 | | | |
6% linked
|
| | | | 164,545 | | |
Medium rooftops
|
| | | | 2.63 | | | |
51% of Peirot Golan project
100% of Sde Nehemia project 51% of Barbur project |
| | | | 53.99 | | | |
5.75% linked
|
| | | | 5,145 | | |
Talmei Bilu
|
| | | | 10 | | | |
100%
|
| | | | 102.46 | | | |
6.5% linked
|
| | | | 42,112 | | |
Mivtachim
|
| | | | 10 | | | |
100%
|
| | | | 130.39 | | | |
8% linked
|
| | | | 49,695 | | |
Kramim
|
| | | | 5 | | | |
100%
|
| | | | 96.31 | | | |
6% linked
|
| | | | 16,238 | | |
Idan
|
| | | | 3 | | | |
100%
|
| | | | 96.31 | | | |
6% linked
|
| | | | 9,307 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |||||||||
Balance as of January 1
|
| | | | 286,251 | | | | | | 281,280 | | |
Repayment of contract asset under concession arrangements
|
| | |
|
(32,857)
|
| | | |
|
(31,250)
|
| |
Finance incomes
|
| | |
|
24,310
|
| | | |
|
16,176
|
| |
Translation differences
|
| | |
|
9,338
|
| | | |
|
20,045
|
| |
Balance as of December 31
|
| | | | 287,042 | | | | | | 286,251 | | |
|
| | |
2021
|
| |||||||||||||||||||||
| | |
Solar systems
(A) |
| |
Wind farms
(B) |
| |
Others
|
| |
Total
|
| ||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2021
|
| | |
|
124,773
|
| | | |
|
837,554
|
| | | |
|
2,795
|
| | | |
|
965,122
|
| |
Capitalization—IFRS 16
|
| | |
|
—
|
| | | |
|
5,166
|
| | | |
|
—
|
| | | |
|
5,166
|
| |
Additions(1)
|
| | |
|
—
|
| | | |
|
489,504
|
| | | |
|
525
|
| | | |
|
490,029
|
| |
Initial consolidation(3)
|
| | |
|
—
|
| | | |
|
120,845
|
| | | |
|
514
|
| | | |
|
121,359
|
| |
Translation differences
|
| | |
|
(2,208)
|
| | | |
|
(49,085)
|
| | | |
|
74
|
| | | |
|
(51,219)
|
| |
Cost as of December 31, 2021
|
| | | | 122,565 | | | | | | 1,403,984 | | | | | | 3,908 | | | | | | 1,530,457 | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2021
|
| | |
|
6,920
|
| | | |
|
19,559
|
| | | |
|
710
|
| | | |
|
27,189
|
| |
Depreciation expenses
|
| | |
|
3,806
|
| | | |
|
12,795
|
| | | |
|
664
|
| | | |
|
17,265
|
| |
Translation differences
|
| | |
|
(*)—
|
| | | |
|
(2,856)
|
| | | |
|
30
|
| | | |
|
(2,826)
|
| |
Accumulated depreciation as of December 31, 2021
|
| | | | 10,726 | | | | | | 29,498 | | | | | | 1,404 | | | | | | 41,628 | | |
Carrying value as of December 31, 2021
|
| | | | 111,839 | | | | | | 1,374,486 | | | | | | 2,504 | | | | | | 1,488,829 | | |
| | |
2020
|
| |||||||||||||||||||||
| | |
Solar systems
|
| |
Wind farms
|
| |
Others
|
| |
Total
|
| ||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2020
|
| | | | 119,429 | | | | | | 419,655 | | | | | | 2,177 | | | | | | 540,261 | | |
Capitalization—IFRS 16
|
| | | | — | | | | | | 2,644 | | | | | | — | | | | | | 2,644 | | |
Additions(1)
|
| | | | 913 | | | | | | 313,702 | | | | | | 546 | | | | | | 315,161 | | |
Classification from deferred costs in respect of projects to fixed assets(2)
|
| | | | — | | | | | | 24,917 | | | | | | — | | | | | | 24,917 | | |
Initial consolidation(3)
|
| | | | — | | | | | | 16,390 | | | | | | — | | | | | | 16,390 | | |
Translation differences
|
| | | | 4,432 | | | | | | 61,246 | | | | | | 72 | | | | | | 65,750 | | |
Cost as of December 31, 2020
|
| | | | 124,774 | | | | | | 837,554 | | | | | | 2,795 | | | | | | 965,123 | | |
|
| | |
2020
|
| |||||||||||||||||||||
| | |
Solar systems
|
| |
Wind farms
|
| |
Others
|
| |
Total
|
| ||||||||||||
| | |
USD in thousands
|
| |||||||||||||||||||||
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | |
As of January 1, 2020
|
| | | | 2,700 | | | | | | 8,815 | | | | | | 472 | | | | | | 11,987 | | |
Depreciation expenses
|
| | | | 3,769 | | | | | | 8,979 | | | | | | 358 | | | | | | 13,106 | | |
Translation differences
|
| | | | 451 | | | | | | 1,765 | | | | | | (120) | | | | | | 2,096 | | |
Accumulated depreciation as of December 31, 2020
|
| | | | 6,920 | | | | | | 19,559 | | | | | | 710 | | | | | | 27,189 | | |
Carrying value as of December 31, 2020
|
| | | | 117,854 | | | | | | 817,995 | | | | | | 2,085 | | | | | | 937,934 | | |
Electricity production
projects |
| |
Zayit Yarok
|
| |
Sunlight 1
|
| |
Sunlight 2
|
| |
Atilla
|
|
Country
|
| | Israel | | | Israel | | | Israel | | | Hungary | |
Status
|
| | Commercial operation commenced in 2012 | | | Projects which commenced commercial operation since 2018 | | | Projects which commenced commercial operation since 2019 | | | Commercial operation commenced in 2019 | |
Installed capacity
|
| | 0.5 MWp | | | 53 MWp | | | 12 MWp | | | 57 MWp | |
Effective holding rate
|
| | 100% | | | 50%-100% | | | 74%-100% | | | 50.1% | |
Depreciated cost as of December 31, 2021
|
| | Approximately USD 1 million | | | Approximately USD 55 million | | | Approximately USD 14 million | | | Approximately USD 42 million | |
Electricity production
projects |
| |
EWK
|
| |
Lukovac
|
| |
Sowi
|
| |
Picasso
|
| |
Tullynamoyle
|
|
Country
|
| | Serbia | | | Croatia | | | Kosovo | | | Sweden | | | Ireland | |
Status
|
| | Commercial operation commenced in 2019 | | | Commercial operation commenced in 2018 | | | Commercial operation commenced in 2021(1) | | | Commercial operation commenced in 2021 | | | Commercial operation commenced in 2017 | |
Installed capacity
|
| | 105 MWp | | | 49 MWp | | | 105 MWp | | | 113 MWp | | | 13.6 MWp | |
Effective holding rate
|
| | 50.1% | | | 50.1% | | | Around 60% | | | Around 69% | | | 50.1% | |
Depreciated cost as of December 31, 2021
|
| | Approximately USD 157 million | | | Approximately USD 53 million | | | Approximately USD 146 million | | | Approximately USD 155 million | | | Approximately USD 22 million | |
Electricity production
projects |
| |
Emek HaBacha
|
| |
Ruach Beresheet
|
| |
Gecama
|
| |
Björnberget Vindkraft AB
|
|
Country
|
| | Israel | | | Israel | | | Spain | | | Sweden | |
Status
|
| | Construction (2) | | | Construction | | | Construction | | | Construction | |
Installed capacity
|
| | 109 MWp | | | 189 MWp | | | 329 MWp | | | 372 MWp | |
Effective holding rate
|
| | Around 40.9% | | | 60% | | | Around 72% | | | Around 56% | |
Cost as of December 31, 2021
|
| | Approximately USD 196 million | | | Approximately USD 250 million | | | Approximately USD 230 million | | | Approximately USD 167 million | |
| | |
Electricity supply
agreements and concession agreements(1) |
| |
Goodwill(2)
|
| |
Total
|
| |||||||||
| | |
USD in thousands
|
| |||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2021
|
| | |
|
93,527
|
| | | |
|
—
|
| | | |
|
93,527
|
| |
Initial consolidation
|
| | |
|
16,974
|
| | | |
|
148,023
|
| | | |
|
164,997
|
| |
Translation differences
|
| | |
|
(6,977)
|
| | | |
|
105
|
| | | |
|
(6,872)
|
| |
Balance as of December 31, 2021
|
| | | | 103,524 | | | | | | 148,128 | | | | | | 251,652 | | |
Amortization: | | | | | | | | | | | | | | | | | | | |
Balance as of January 1
|
| | |
|
2,953
|
| | | |
|
—
|
| | | |
|
2,953
|
| |
Amortization
|
| | |
|
1,483
|
| | | |
|
—
|
| | | |
|
1,483
|
| |
Translation differences
|
| | |
|
157
|
| | | |
|
—
|
| | | |
|
157
|
| |
Balance as of December 31, 2021
|
| | | | 4,593 | | | | | | — | | | | | | 4,593 | | |
Depreciated cost as of December 31, 2021
|
| | | | 98,931 | | | | | | 148,128 | | | | | | 247,059 | | |
| | |
Electricity supply
agreements and concession agreements(1) |
| |||
| | |
USD in thousands
|
| |||
Cost | | | | | | | |
Balance as of January 1, 2020
|
| | | | 57,619 | | |
Initial consolidation
|
| | | | 16,268 | | |
Payments on account of acquisition of consolidated company
|
| | | | 12,917 | | |
Translation differences
|
| | | | 6,723 | | |
Balance as of December 31, 2020
|
| | | | 93,527 | | |
|
| | |
Electricity supply
agreements and concession agreements(1) |
| |||
| | |
USD in thousands
|
| |||
Amortization: | | | | | | | |
Balance as of January 1, 2020
|
| | | | 1,583 | | |
Amortization
|
| | | | 1,170 | | |
Translation differences
|
| | | | 200 | | |
Balance as of December 31, 2020
|
| | | | 2,953 | | |
Depreciated cost as of December 31, 2020
|
| | | | 90,574 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Cost of sales (depreciation and amortization)
|
| | |
|
1,483
|
| | | | | 1,170 | | |
| | |
December 31
2021 |
| |
December 31
2020 |
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Open accounts
|
| | |
|
27,412
|
| | | | | 7,907 | | |
Checks payable
|
| | |
|
5
|
| | | | | 53 | | |
| | | |
|
27,417
|
| | | | | 7,960 | | |
| | |
December 31 2021
|
| |
December 31 2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Payables in respect of purchase transaction(1)
|
| | |
|
4,412
|
| | | | | 6,209 | | |
Expenses payable
|
| | |
|
29,222
|
| | | | | 7,845 | | |
Early prepayment fee(2)
|
| | |
|
—
|
| | | | | 55,693 | | |
Interest payable in respect of project finance loans
|
| | |
|
817
|
| | | | | 145 | | |
Interest payable in respect of debentures
|
| | |
|
3,207
|
| | | | | 2,421 | | |
Government institutions
|
| | |
|
2,385
|
| | | | | 5,827 | | |
Liabilities to employees and other liabilities for salaries
|
| | |
|
3,833
|
| | | | | 700 | | |
Benefits in respect of holiday and convalescence pay
|
| | |
|
832
|
| | | | | 693 | | |
Current maturity of liability in respect of deferred consideration arrangement (see Note 27D1)
|
| | |
|
166
|
| | | | | 146 | | |
Others
|
| | |
|
1,184
|
| | | | | 37 | | |
| | | |
|
46,058
|
| | | | | 79,716 | | |
| | |
Current liabilities
|
| |
Non-current liabilities
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
As of December 31
|
| |
As of December 31
|
| |
As of December 31
|
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Credit from banking corporations(1)
|
| | |
|
3,156
|
| | | | | 7,283 | | | | |
|
—
|
| | | | | — | | | | |
|
3,156
|
| | | | | 7,283 | | |
Loans from banking corporations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and other financial institutions(2)
|
| | |
|
58,666
|
| | | | | 201,010 | | | | |
|
1,168,569
|
| | | | | 632,144 | | | | |
|
1,227,235
|
| | | | | 833,154 | | |
Loans from non-controlling interests(3)
|
| | |
|
—
|
| | | | | 5,433 | | | | |
|
78,113
|
| | | | | 40,808 | | | | |
|
78,113
|
| | | | | 46,241 | | |
Total credit from banking corporations and
other credit providers |
| | |
|
61,822
|
| | | | | 213,726 | | | | |
|
1,246,682
|
| | | | | 672,952 | | | | |
|
1,308,504
|
| | | | | 886,678 | | |
Project name
|
| |
Mivtachim and
Talmei Bilu |
| |
Halutziot
|
| |
Kramim and Idan
|
| |
Medium rooftops
|
|
Lender
|
| |
Bank Leumi Le-Israel Ltd. and entities of Menorah Group and Amitim Pension Fund
|
| |
Bank Leumi Le-Israel Ltd. and entities of Menorah Group and Amitim Pension Fund
|
| |
Bank Leumi Le-Israel Ltd. and entities of Menorah Group and Amitim Pension Fund
|
| |
Institutional entities of Clal Insurance Group
|
|
Amount of loan / credit facility
|
| |
Approximately NIS 356 million
|
| |
Approximately NIS 609 million
|
| |
Approximately NIS 107 million
|
| |
Approximately NIS 15 million
|
|
Date financing provided
|
| | December 2020 | | | December 2020 | | | December 2020 | | | January 2019 | |
Project name
|
| |
Mivtachim and
Talmei Bilu |
| |
Halutziot
|
| |
Kramim and Idan
|
| |
Medium rooftops
|
|
Balance of the loan as of December 31, 2021
|
| |
Approximately NIS 333 million
|
| |
Approximately NIS 588.5 million
|
| |
Approximately NIS 102.1 million
|
| |
Approximately NIS 12.8 million
|
|
Balance of the loan as of December 31, 2020
|
| |
Approximately NIS 184.5 million
|
| |
Approximately NIS 319.3 million
|
| |
Approximately NIS 70 million
|
| |
Approximately NIS 13.3 million
|
|
Amortization schedule
|
| |
Spitzer amortization table comprised of quarterly payments
|
| |
Spitzer amortization table comprised of quarterly payments
|
| |
Spitzer amortization table comprised of quarterly payments
|
| |
Spitzer amortization table comprised of quarterly payments
|
|
Debt period
|
| |
Throughout the entire period until the expiration date of the permanent electricity production license, approximately 13 years.
|
| |
Throughout the entire period until the expiration date of the permanent electricity production license, approximately 15 years.
|
| |
Throughout the entire period until the expiration date of the permanent electricity production license, approximately 13 years.
|
| | Approximately 15 years | |
Stated annual interest rate
|
| |
Interest of approximately 0.77%, index-linked
|
| |
Interest of approximately 0.88%, index-linked
|
| |
Interest of approximately 0.8%, index-linked
|
| |
Interest of approximately 2.2%, index-linked
|
|
Financial covenants: | | | | | | | | | | | | | |
Debt service reserve
|
| | — | | | — | | | — | | | Approximately NIS 0.7 million | |
ADSCR default
|
| | 1.05 | | | 1.05 | | | 1.05 | | | 1.07 | |
LLCR default
|
| | 1.05 | | | 1.05 | | | 1.05 | | | 1.12 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, the companies fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the partnership fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
|
Collateral
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the project corporations Mivtachim, Talmei Bilu, Halutziot, Kramim and Idan, in respect of the debt service.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the project corporations Mivtachim, Talmei Bilu, Halutziot, Kramim and Idan, in respect of the debt service.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, and cross-support between the project corporations Mivtachim, Talmei Bilu, Halutziot, Kramim and Idan, in respect of the debt service.
|
| |
Charge on the partnership’s interests in the projects, on the project partnership’s assets, right to proceeds from the sale of electricity, the project partnership’s land rights, insurance, agreements vis-à-vis contractors and collateral from contractors thereunder, the rights of the partnership’s partners to receive profits, etc. Backing between the Company’s concatenated interests in the project partnerships of each group of projects.
|
|
Reference to additional information
|
| | See Note 14(2)A | | | See Note 14(2)A | | | See Note 14(2)A | | | — | |
Project name
|
| |
Tariff tender
projects—Sunlight 1 |
| |
Emek HaBacha
|
| |
Tariff tender projects—
Sunlight 2 and Dekel. |
|
Lender
|
| |
Institutional entities of Clal Insurance Group
|
| |
Bank Hapoalim Ltd. in collaboration with Phoenix and Harel groups
|
| |
Institutional entities of Clal Insurance Group
|
|
Amount of loan / credit facility
|
| | Approximately NIS 160 million | | | Approximately NIS 563 million | | |
Approximately NIS 70 million
|
|
Date financing provided
|
| | March 2018 | | | November 2018 | | | December 2019 | |
Balance of the loan as of December 31, 2021
|
| |
Approximately NIS 145.1 million
|
| |
Approximately NIS 492.3 million
|
| |
Approximately NIS 48.6 million
|
|
Balance of the loan as of December 31, 2020
|
| |
Approximately NIS 147 million
|
| |
Approximately NIS 407.6 million
|
| |
Approximately NIS 49.5 million
|
|
Amortization schedule
|
| |
Spitzer amortization table, quarterly repayments.
|
| |
Spitzer amortization table, quarterly repayments.
|
| |
Spitzer amortization table, quarterly repayments
|
|
Debt period
|
| |
Construction period and another approximately 22 years
|
| |
Construction period and another approximately 18 years.
|
| |
Construction period and another approximately 22 years
|
|
Stated annual interest rate
|
| | interest within the range of 2.6%-3%, CPI-linked | | |
The construction period—base interest (*) plus a margin of 3.3%, CPI-linked The construction period—base interest (*) plus a margin of 2.65%, CPI-linked
|
| | Base interest (*) plus a margin of 2.15%, CPI-linked | |
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| |
Approximately NIS 5.8 million
|
| | — | | |
Approximately NIS 1.8 million
|
|
ADSCR default
|
| | 1.07 | | | 1.05 | | | 1.07 | |
LLCR default
|
| | 1.12 | | | 1.05 | | | 1.12 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, the partnerships fulfilled the foregoing financial covenants
|
|
Collateral
|
| |
Charge on the partnership’s interests in the projects, charge on the project partnership’s assets, right to proceeds from the sale of electricity, the project partnership’s land rights, insurance, agreements vis-à-vis contractors and collateral from contractors thereunder, the rights of the partnership’s partners to receive profits, etc. Backing between the Company’s concatenated interests in the project partnerships of each group of projects.
|
| |
Charge on the tariff and conditional license, charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
| |
Charge on the partnership’s interests in the projects, charge on the project partnership’s assets, right to proceeds from the sale of electricity, the project partnership’s land rights, insurance, agreements vis-à-vis contractors and collateral from contractors thereunder, the rights of the partnership’s partners to receive profits, etc. Backing between the Company’s concatenated interests in the project partnerships of each group of projects.
|
|
Guarantees
|
| | See Note 30B(3) | | | See Note 30B(5) | | | See Note 30B(6) | |
Reference to additional information
|
| | — | | | See Note 30A(1) | | | — | |
Project name
|
| |
Tullynamoyle
|
| |
Lukovac
|
| |
EWK
|
|
Lender
|
| | Bank of Ireland | | |
ERSTE and PBZ, of INTESA Group
|
| | ERSTE, EBRD and Novi Sad | |
Amount of loan / credit facility
|
| | Approximately EUR 14.3 million | | |
Approximately EUR 31 million and approximately HRK 134 million(*)
|
| | Approximately EUR 139 million | |
Date financing provided
|
| | August 2020 | | | December 2020 | | | December 2017 | |
Balance of the loan as of December 31, 2021
|
| |
Approximately EUR 12.8 million
|
| |
Approximately EUR 28.7 million and approximately HRK 123 million
|
| |
Approximately EUR 102.6 million
|
|
Balance of the loan as of December 31, 2020
|
| |
Approximately EUR 13.7 million
|
| |
Approximately EUR 25 million and approximately HRK 134 million
|
| |
Approximately EUR 111 million
|
|
Amortization schedule
|
| |
The loan will be repaid in 50 quarterly payments
|
| |
The loan will be repaid in 46 quarterly payments
|
| |
The loan will be repaid in 23 semi-annual payments
|
|
Debt period
|
| | 12.5 years | | | 11.5 years | | |
Construction period and another approximately 11.5 years
|
|
Stated annual interest rate
|
| |
Approximately 90% of the loan bears interest at a rate of 3.47% and approximately 10% of the loan bears interest of 3M Euribor plus a margin of 2%
|
| |
Interest at a rate of 3.75% for the loan in EUR, and interest at a rate of 3.5% for the loan in HRK
|
| |
Approximately EUR 83 million of the loan bears interest at a rate of 2.3%,
Approximately EUR 40 million of the loan bears interest at a rate of 3.95%,
And approximately EUR 16 million of the loan bears interest in the range of 4.65%-4.83%.
|
|
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| | — | | | Approximately EUR 2.8 million | | | Approximately EUR 7.7 million | |
ADSCR default
|
| | 1.05 | | | 1.10 | | | 1.10 | |
Fulfillment of financial covenants
|
| |
Non-fulfillment, receipt of a waiver letter from the bank stating that the lender waives, inter alia, its right to demand immediate repayment.
|
| |
As of the balance sheet date, the Company fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, the Company fulfilled the foregoing financial covenants
|
|
Collateral
|
| |
The project company pledged in favor of the bank all of the equipment in the project, its rights by virtue of power purchase agreements, its rights in the licenses, its rights in the insurance policy, and its other rights in the project. The Company’s entire stake in the project company was also pledged in favor of the bank.
|
| |
The project company will pledge towards the bank the project equipment, power purchase agreements, its rights in licenses, the insurance policy, and its other rights in the project.
|
| |
The project company will pledge towards the bank the project company’s assets, cash flow rights, insurance policies, collateral from EPC contractors, etc.
|
|
Guarantees
|
| | See Note 30C(5)(A) | | | — | | | — | |
Reference to additional information
|
| | — | | | See Note 14(2)B | | | — | |
Project name
|
| |
Meg and Raaba
|
| |
Wind energy project in
Kosovo |
| |
Picasso wind project in
Sweden |
|
Lender
|
| | ERSTE | | | ERSTE, NLB group and EBRD | | | Hamburg Commercial Bank | |
Amount of loan / credit facility
|
| |
Approximately
HUF 14 billion (*) |
| | Approximately EUR 115 million | | |
Approximately EUR 81.7 million. The bank will also provide a credit facility for the required guarantees at a scope of up to EUR 15 million during the construction period, and up to approximately EUR 7 million during the
operating period |
|
Date financing provided
|
| | January 2019 | | | January 2020 | | | January 2020 | |
Balance of the loan as of December 31, 2021
|
| | Approximately HUF 13.2 billion | | | Approximately EUR 79.4 million | | | Approximately EUR 81.5 million | |
Balance of the loan as of December 31, 2020
|
| | Approximately HUF 13.4 billion | | | Approximately EUR 31.8 million | | | Approximately EUR 79.4 million | |
Amortization schedule
|
| |
Quarterly repayments, spitzer amortization table with lower repayments in the first two years
|
| | Semi-annual repayments, Spitzer amortization table | | | Quarterly repayments, spitzer amortization table | |
Debt period
|
| |
Construction period and another approximately 17 years
|
| |
Construction period and another approximately 11 years
|
| |
Construction period and another approximately 18 years
|
|
Stated annual interest rate
|
| |
Approximately 30% of the loan bears interest at a rate of 4.05% And approximately 70% of the loan bears interest at a rate of approximately 6.3%.
|
| |
And approximately 50% of the loan bears interest at a rate of 1.9%, and approximately 50% of the loan bears of Euribor plus a margin of 4%. The Company has undertaken to hedge at least 40% of the total base interest liability during the entire debt period.
|
| |
Interest at a rate of 1.58% during the construction period and until December 31, 2029, and interest at a rate of 2.33% until the end of the loan period.
|
|
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| | HUF 414 million | | | — | | | — | |
ADSCR default
|
| | In the range of 1.05-1.10 | | | In the range of 1.05-1.10 | | | In the range of 1.05-1.10 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, the Company fulfilled the foregoing financial covenants
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
|
Collateral
|
| |
Charge on the tariff and the electricity production license, charge on the project companies’ assets, cash flow rights, land rights, insurance. collateral from the project contractors, etc.) The financing of the portfolio of projects is applied and evaluated on a consolidated basis.
|
| |
Charge on the project company’s assets, cash flow rights, land rights, collateral from the project contractors, etc.
|
| |
Charge on the project company’s assets, cash flow rights, land rights, collateral from the project contractors, etc.
|
|
Guarantees
|
| | — | | | See Note 30B(13) | | | — | |
Reference to additional information
|
| | — | | | See Note 30A(4) | | | See Note 30A(6) | |
Project name
|
| |
Ruach Beresheet
|
| |
Gecama project
|
| |
Björnberget Vindkraft AB
project in Sweden |
|
Lender
|
| |
Bank Hapoalim Ltd., and in collaboration with entities from Migdal and Amitim Group
|
| |
Banco de Sabadell and Bankia
|
| |
KFW IPEX-Bank and DekaBank, and the Swedish Export Credit Corporation (SEK).
|
|
Amount of loan / credit facility
|
| | Approximately NIS 1.05 billion | | | Approximately EUR 160 million | | | Approximately EUR 207 million | |
Date financing provided
|
| | July 2020 | | | June 2020 | | | May 2021 | |
Balance of the loan as of December 31, 2021
|
| |
Approximately NIS 645.7 million
|
| |
Approximately EUR 56.7 million
|
| | — | |
Balance of the loan as of December 31, 2020
|
| |
Approximately NIS 255.5 million
|
| | — | | | — | |
Amortization schedule
|
| |
Quarterly repayments, spitzer amortization table
|
| |
Semi-annual repayments, Spitzer amortization table
|
| |
Semi-annual repayments, Spitzer amortization table
|
|
Debt period
|
| |
Construction period and another approximately 19 years
|
| |
Construction period and another approximately 14 years
|
| |
Construction period and another approximately 18 years
|
|
Stated annual interest rate
|
| |
construction period—base interest plus a margin of 2.5%-3% Operating period—base interest plus a margin of 2.2%-2.7%
|
| |
Base interest of Euribor plus a margin of 2.5%-3%. The Company has undertaken to hedge at least 75% of the total base interest liability during the entire debt period of 13 years, beginning from the project’s date of initial operation.
|
| |
Interest—Euribor + margin of 1.75% The Company has undertaken to hedge at least 75% of the total base interest liability during the entire debt period of 18 years, beginning from the project’s date of initial operation.
|
|
Financial covenants: | | | | | | | | | | |
Debt service reserve
|
| | — | | | — | | | — | |
ADSCR default
|
| | 1.05 | | | 1.05 | | | 1.05 | |
Fulfillment of financial covenants
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
| |
As of the balance sheet date, fulfillment of the foregoing financial covenants is not required
|
|
Collateral
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
| |
Charge on the SPV’s assets, cash flow rights, land rights, insurance, collateral from the project contractors, etc.
|
|
Guarantees
|
| | See Note 30C(3) | | |
See Note 30B(12), 30C(5)(C)
|
| | — | |
Reference to additional information
|
| | See Note 30A(3) | | | See Note 30A(5) | | | See Note 30A(11) | |
Name of project
|
| |
Lukovac
|
| |
EWK
|
| |
Björnberget
Vindkraft AB |
| |
Emek HaBacha
|
| |
Dorot, Talmei
Yafe and Revivim from Sunlight 1 |
|
Country
|
| | Croatia | | | Serbia | | | Sweden | | | Israel | | | Israel | |
Loan currency
|
| | EUR | | | EUR | | | EUR | | | NIS | | | NIS | |
Interest rate
|
| | 3.75% | | | 4.25% | | | 3% | | | 6% | | | 5% | |
Balance as of December 31, 2021(*)
|
| | — | | |
Approximately NIS 63.5 million
(Approximately EUR 18 million) |
| | Approximately NIS 131.9 million (Approximately EUR 37.5 million) | | | Approximately NIS 41 million | | | Approximately NIS 5.4 million | |
Balance as of December 31, 2020(*)
|
| |
Approximately NIS 17.5 million
(Approximately EUR 4.4 million) |
| |
Approximately NIS 85.8 million
(approximately EUR 21.8 million) |
| | — | | | Approximately NIS 38.6 million | | | Approximately NIS 6.3 million | |
| | |
Current liabilities
|
| |
Non-current liabilities
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
As of December 31
|
| |
As of December 31
|
| |
As of December 31
|
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Debentures (Series E) (A.)
|
| | |
|
3,039
|
| | | | | 2,939 | | | | |
|
31,116
|
| | | | | 32,993 | | | | |
|
34,155
|
| | | | | 35,932 | | |
Debentures (Series F) (B.)
|
| | |
|
14,875
|
| | | | | 14,390 | | | | |
|
145,503
|
| | | | | 153,784 | | | | |
|
158,378
|
| | | | | 168,174 | | |
Debentures (Series C) (C.)
|
| | |
|
—
|
| | | | | — | | | | |
|
100,995
|
| | | | | — | | | | |
|
100,995
|
| | | | | — | | |
Debentures (Series D) (C.)
|
| | |
|
—
|
| | | | | — | | | | |
|
112,037
|
| | | | | — | | | | |
|
112,037
|
| | | | | — | | |
Total Debentures
|
| | |
|
17,914
|
| | | | | 17,329 | | | | |
|
387,651
|
| | | | | 186,777 | | | | |
|
405,565
|
| | | | | 204,106 | | |
| | |
Balance as of
January 1, 2021 |
| |
Cash flows from
financing activities |
| |
Translation
differences in respect of foreign operations |
| |
Adjustments in
respect of cash flows for operating activities(3) |
| |
Initial
consolidation |
| |
Non-cash
activities |
| |
Balance as of
December 31, 2021 |
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Debentures(1)
|
| | | | 206,527 | | | | | | 89,989 | | | | | | 10,444 | | | | | | 521 | | | | | | — | | | | | | — | | | | | | 307,481 | | |
Convertible Debentures(1)
|
| | | | — | | | | | | 96,343 | | | | | | 3,741 | | | | | | 1,207 | | | | | | — | | | | | | — | | | | | | 101,291 | | |
Loans from banking corporations and other financial institutions(1)
|
| | | | 840,582 | | | | | | 389,728 | | | | | | (9,154) | | | | | | 13,801 | | | | | | — | | | | | | (3,749)(2) | | | | | | 1,231,208 | | |
Loans from non-controlling interests
|
| | | | 46,241 | | | | | | 10,530 | | | | | | (3,826) | | | | | | 97 | | | | | | 24,037 | | | | | | 1,034 | | | | | | 78,113 | | |
Lease liability
|
| | | | 79,733 | | | | | | (6,344) | | | | | | (375) | | | | | | (1,243) | | | | | | 22,802 | | | | | | 11,072(4) | | | | | | 105,645 | | |
| | | | | 1,173,083 | | | | | | 580,246 | | | | | | 830 | | | | | | 14,383 | | | | | | 46,839 | | | | | | 8,357 | | | | | | 1,823,738 | | |
| | |
Balance as of
January 1, 2020 |
| |
Cash flows from
financing activities |
| |
Translation
differences in respect of foreign operations |
| |
Adjustments
in respect of cash flows for operating activities(3) |
| |
Conversions
carried to equity |
| |
Non-cash
activities |
| |
Balance as of
December 31, 2020 |
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Debentures(1)
|
| | | | 142,909 | | | | | | 49,838 | | | | | | 14,127 | | | | | | (347) | | | | | | — | | | | | | — | | | | | | 206,527 | | |
Convertible Debentures(1)
|
| | | | 93 | | | | | | (15) | | | | | | 1 | | | | | | — | | | | | | (79) | | | | | | — | | | | | | — | | |
Loans from banking corporations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and other financial institutions(1)
|
| | | | 526,700 | | | | | | 263,326 | | | | | | 51,631 | | | | | | 2,426 | | | | | | — | | | | | | (3,501)(2) | | | | | | 840,582 | | |
Loans from other credit providers(1)
|
| | | | 43,455 | | | | | | (29,454) | | | | | | 242 | | | | | | (14,243) | | | | | | — | | | | | | — | | | | | | — | | |
Loans from non-controlling interests
|
| | | | 54,208 | | | | | | 9,022 | | | | | | 3,891 | | | | | | (2,952) | | | | | | — | | | | | | (17,928) | | | | | | 46,241 | | |
Lease liability
|
| | | | 40,581 | | | | | | (5,382) | | | | | | 5,419 | | | | | | (1,087) | | | | | | — | | | | | | 40,202(4) | | | | | | 79,733 | | |
| | | | | 807,946 | | | | | | 287,335 | | | | | | 75,311 | | | | | | (16,203) | | | | | | (79) | | | | | | 18,773 | | | | | | 1,173,083 | | |
| | |
As of December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Current tax assets (liabilities): | | | | | | | | | | | | | |
Current tax assets
|
| | |
|
267
|
| | | | | 150 | | |
Current tax liabilities
|
| | |
|
(1,482)
|
| | | | | (796) | | |
Total current tax assets (liabilities)
|
| | |
|
(1,215)
|
| | | | | (646) | | |
Non-current tax assets (liabilities): | | | | | | | | | | | | | |
Deferred tax assets
|
| | |
|
21,864
|
| | | | | 13,802 | | |
Deferred tax liabilities
|
| | |
|
(12,411)
|
| | | | | (8,498) | | |
Total non-current tax assets (liabilities)
|
| | |
|
9,453
|
| | | | | 5,304 | | |
| | |
Balance as of
January 1 2021 |
| |
Recognized
in the statement of income |
| |
Other
comprehensive income |
| |
Recognized in
equity |
| |
Initial
consolidation |
| |
Balance as of
December 31 2021 |
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Temporary differences: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed assets
|
| | |
|
(4,202)
|
| | | |
|
(2,892)
|
| | | |
|
(248)
|
| | | |
|
—
|
| | | |
|
115
|
| | | |
|
(7,227)
|
| |
Adoption of IFRS 16—Leases, net
|
| | |
|
611
|
| | | |
|
729
|
| | | |
|
49
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,389
|
| |
Financial instruments measured at fair value through profit or loss
|
| | |
|
72
|
| | | |
|
(605)
|
| | | |
|
(21)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(554)
|
| |
Financial instruments measured at fair value through other comprehensive income
|
| | |
|
2,840
|
| | | |
|
—
|
| | | |
|
4,161
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
7,001
|
| |
Contractual asset in respect of concession arrangements
|
| | |
|
(20,039)
|
| | | |
|
954
|
| | | |
|
(640)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(19,725)
|
| |
Investments in consolidated entities
|
| | |
|
(1,112)
|
| | | |
|
(1,211)
|
| | | |
|
2,193
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(130)
|
| |
Deferred borrowing costs
|
| | |
|
(2,060)
|
| | | |
|
1,472
|
| | | |
|
(13)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(601)
|
| |
Provision for dismantling and removal
|
| | |
|
(112)
|
| | | |
|
(18)
|
| | | |
|
(4)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(134)
|
| |
Goodwill
|
| | |
|
—
|
| | | |
|
848
|
| | | |
|
33
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
881
|
| |
Employee benefits
|
| | |
|
—
|
| | | |
|
136
|
| | | |
|
5
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
141
|
| |
Contingent consideration
|
| | |
|
—
|
| | | |
|
553
|
| | | |
|
21
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
574
|
| |
Total | | | | | (24,002) | | | | | | (34) | | | | | | 5,536 | | | | | | — | | | | | | 115 | | | | | | (18,385) | | |
Unused losses and tax benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax losses
|
| | |
|
29,305
|
| | | |
|
(2,366)
|
| | | |
|
899
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
27,838
|
| |
Tax benefit in respect of issuance costs
|
| | |
|
—
|
| | | |
|
(872)
|
| | | |
|
—
|
| | | |
|
872
|
| | | |
|
—
|
| | | |
|
—
|
| |
| | | | | 29,305 | | | | | | (3,238) | | | | | | 899 | | | | | | 872 | | | | | | — | | | | | | 27,838 | | |
Total | | | | | 5,303 | | | | | | (3,272) | | | | | | 6,435 | | | | | | 872 | | | | | | 115 | | | | | | 9,453 | | |
| | |
Balance as of
January 1 2020 |
| |
Recognized in the
statement of income |
| |
Other
comprehensive income |
| |
Recognized in
equity |
| |
Initial
consolidation |
| |
Balance as of
December 31 2020 |
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Temporary differences: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed assets
|
| | | | (3,173) | | | | | | (937) | | | | | | (66) | | | | | | — | | | | | | (25) | | | | | | (4,201) | | |
Adoption of IFRS 16—Leases, net
|
| | | | 48 | | | | | | 519 | | | | | | 36 | | | | | | 8 | | | | | | — | | | | | | 611 | | |
Financial assets at fair value through profit
or loss |
| | | | (119) | | | | | | 179 | | | | | | 12 | | | | | | — | | | | | | — | | | | | | 72 | | |
Contractual asset in respect of concession
arrangements |
| | | | (53,899) | | | | | | 35,371 | | | | | | 2,185 | | | | | | (3,696) | | | | | | — | | | | | | (20,039) | | |
Investments in consolidated entities
|
| | | | (1,386) | | | | | | 257 | | | | | | 18 | | | | | | — | | | | | | — | | | | | | (1,111) | | |
Deferred borrowing costs
|
| | | | (1,062) | | | | | | (934) | | | | | | (64) | | | | | | — | | | | | | — | | | | | | (2,060) | | |
Provision for dismantling and removal
|
| | | | (77) | | | | | | (33) | | | | | | (2) | | | | | | — | | | | | | — | | | | | | (112) | | |
Financial assets at fair value through other
comprehensive income |
| | | | 1,652 | | | | | | — | | | | | | 1,188 | | | | | | — | | | | | | — | | | | | | 2,840 | | |
Total
|
| | | | (58,016) | | | | | | 34,422 | | | | | | 3,307 | | | | | | (3,688) | | | | | | (25) | | | | | | (24,000) | | |
Unused losses and tax benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax losses
|
| | | | 46,355 | | | | | | (18,386)(*) | | | | | | (1,153) | | | | | | 2,343 | | | | | | 145 | | | | | | 29,304 | | |
Tax benefit in respect of issuance costs
|
| | | | 6 | | | | | | (548) | | | | | | — | | | | | | 542 | | | | | | — | | | | | | — | | |
| | | | | 46,361 | | | | | | (18,934) | | | | | | (1,153) | | | | | | 2,885 | | | | | | 145 | | | | | | 29,304 | | |
Total
|
| | | | (11,655) | | | | | | 15,488 | | | | | | 2,154 | | | | | | (803) | | | | | | 120 | | | | | | 5,304 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Current taxes: | | | | | | | | | | | | | |
Current tax expenses
|
| | |
|
2,422
|
| | | | | 1,163 | | |
Prior year taxes
|
| | |
|
—
|
| | | | | 1,971 | | |
Total current taxes
|
| | |
|
2,422
|
| | | | | 3,134 | | |
Deferred taxes: | | | | | | | | | | | | | |
Deferred tax expenses (income) in respect of the creation and reversal of Temporary differences
|
| | |
|
34
|
| | | | | (2,105) | | |
Income from the creation of deferred taxes in respect of losses and unused tax benefits
|
| | |
|
3,238
|
| | | | | (8,869) | | |
Prior year taxes
|
| | |
|
—
|
| | | | | (4,513) | | |
Total deferred taxes
|
| | |
|
3,272
|
| | | | | (15,487) | | |
Total expenses (income) from income taxes
|
| | |
|
5,694
|
| | | | | (12,353) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Profit (loss) before income taxes from continuing operations
|
| | | | 27,369 | | | | | | (53,388) | | |
Primary tax rate of the Company
|
| | | | 23% | | | | | | 23% | | |
Tax calculated according to the Company’s primary tax rate
|
| | | | 6,295 | | | | | | (12,279) | | |
Increase (decrease) in income taxes | | | | | | | | | | | | | |
Additional tax (tax saving) in respect of: | | | | | | | | | | | | | |
No controlling share in the profits / losses of investee partnerships
|
| | | | (531) | | | | | | 846 | | |
Different tax rate of foreign subsidiaries
|
| | | | (2,370) | | | | | | (839) | | |
Non-deductible expenses and exempt income
|
| | | | 1,853 | | | | | | 2,358 | | |
Exempt income
|
| | | | (354) | | | | | | (7) | | |
Losses and benefits for tax purposes for which tax assets were not created
in the past, for which deferred taxes were recognized during the reporting period |
| | | | — | | | | | | (38) | | |
Utilization of tax losses and benefits from prior years for which
|
| | | | 179 | | | | | | 128 | | |
Adjustments due to changes in tax rates
|
| | | | — | | | | | | (5) | | |
Temporary difference in respect of subsidiaries and subsidiary partnerships for which deferred taxes were recognized
|
| | | | 631 | | | | | | (257) | | |
Change in taxes in respect of previous years
|
| | | | (77) | | | | | | (2,541) | | |
Others
|
| | | | 68 | | | | | | 281 | | |
Total income taxes from continuing operations as presented in profit or
loss |
| | | | 5,694 | | | | | | (12,353) | | |
| | |
December 31
|
| |
December 31
|
| ||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
Number of shares
|
| | | | | | | |||
Ordinary shares with par value of NIS 0.01
|
| | |
|
1,800,000,000
|
| | | | | 1,246,000,000 | | |
| | |
Share capital
|
| |
Share premium
|
| ||||||||||||||||||||||||||||||
| | |
As of December 31
|
| |
As of December 31
|
| |
As of December 31
|
| |||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
| | |
Number of shares
|
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Fully paid-up ordinary shares with par value of NIS 0.01
|
| | |
|
925,106,586
|
| | | | | 822,966,282 | | | | |
|
2,549
|
| | | | | 2,239 | | | | |
|
556,161
|
| | | | | 380,529 | | |
| | |
Number of
shares |
| |||
Balance as of January 1, 2020
|
| | | | 752,144,343 | | |
Issuance of shares(1-2)
|
| | | | 63,884,300 | | |
Exercise of options by employees
|
| | | | 6,676,438 | | |
Conversion of debentures into shares
|
| | | | 261,201 | | |
Balance as of December 31, 2020
|
| | | | 822,966,282 | | |
Issuance of shares(3)
|
| | | | 93,641,400 | | |
Exercise of options by employees
|
| | | | 8,498,904 | | |
Balance as of December 31, 2021
|
| | | | 925,106,586 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| ||||||
Profit (loss) attributable to the Company’s owners for the purpose of calculating basic earnings per share
|
| | |
|
11,217
|
| | | | | (43,869) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Weighted average of the number of ordinary shares used for the purpose of calculating basic earnings per share
|
| | |
|
937,492,190
|
| | | | | 782,977,562 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Profit (loss) which was used to calculate diluted earnings per share
|
| | |
|
11,217
|
| | | | | (43,869) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Weighted average of the number of ordinary shares used to calculate diluted earnings (loss) per share
|
| | |
|
981,086,687
|
| | | | | 782,977,562 | | |
Grant date
|
| |
Number of
offerees |
| |
Total
number of options |
| |
Exercise
price in NIS |
| |
Share
price in NIS |
| |
Value of
option in NIS |
| |
Number of
options which were exercised as of the date of the financial report |
| |
Number of
options which expired / were forfeited as of the date of the financial report |
| |
Expiration
date of the options |
| |
Number of
options remaining as of the date of the financial report |
| |||||||||||||||||||||||||||
10.05.2015 (A)
|
| | | | 6 | | | | | | 2,425,000 | | | | | | 0.755 | | | | | | 0.743 | | | | | | 0.38 | | | | | | 1,525,000 | | | | | | 900,000 | | | | | | 10.05.2022 | | | | | | 0 | | |
07.06.2016 (A)
|
| | | | 2 | | | | | | 1,000,000 | | | | | | 0.73 | | | | | | 0.711 | | | | | | 0.35 | | | | | | 1,000,000 | | | | | | — | | | | | | 07.06.2023 | | | | | | 0 | | |
07.08.2016 (B)
|
| | | | 3 | | | | | | 12,000,000 | | | | | | 0.74285 | | | | | | 0.685 | | | | | | 0.335 | | | | | | 11,917,290 | | | | | | — | | | | | | 07.08.2023 | | | | | | 82,710 | | |
07.08.2016 (C)
|
| | | | 1 | | | | | | 3,000,000 | | | | | | 0.76 | | | | | | 0.685 | | | | | | 0.325 | | | | | | — | | | | | | 1,000,000 | | | | | | 07.08.2023 | | | | | | 2,000,000 | | |
24.01.2017 (A)
|
| | | | 2 | | | | | | 800,000 | | | | | | 1.002 | | | | | | 1.09 | | | | | | 0.545 | | | | | | 400,000 | | | | | | 400,000 | | | | | | 24.01.2024 | | | | | | 0 | | |
15.05.2017 (A)
|
| | | | 1 | | | | | | 600,000 | | | | | | 1.3525 | | | | | | 1.342 | | | | | | 0.64 | | | | | | 495,000 | | | | | | — | | | | | | 18.05.2024 | | | | | | 105,000 | | |
05.02.2018 (A)
|
| | | | 6 | | | | | | 3,100,000 | | | | | | 1.84 | | | | | | 1.805 | | | | | | 0.77 | | | | | | 1,783,639 | | | | | | 362,500 | | | | | | 05.02.2025 | | | | | | 953,861 | | |
02.05.2018 (A)
|
| | | | 1 | | | | | | 600,000 | | | | | | 1.723 | | | | | | 1.67 | | | | | | 0.711 | | | | | | 300,000 | | | | | | 300,000 | | | | | | 02.05.2025 | | | | | | 0 | | |
26.07.2018 (A)
|
| | | | 2 | | | | | | 800,000 | | | | | | 1.908 | | | | | | 1.838 | | | | | | 0.835 | | | | | | 200,000 | | | | | | — | | | | | | 26.07.2025 | | | | | | 600,000 | | |
26.08.2018 (A)
|
| | | | 5 | | | | | | 2,000,000 | | | | | | 1.875 | | | | | | 1.885 | | | | | | 0.863 | | | | | | 1,090,686 | | | | | | 300,000 | | | | | | 26.08.2025 | | | | | | 609,314 | | |
12.09.2018 (D) (E)
|
| | | | 2 | | | | | | 13,500,000 | | | | | | 1.961 | | | | | | 1.905 | | | | | | 0.855 | | | | | | 2,307,282 | | | | | | — | | | | | | 12.09.2025 | | | | | | 11,192,718 | | |
28.10.2018 (E)
|
| | | | 2 | | | | | | 16,020,000 | | | | | | 1.995 | | | | | | 1.82 | | | | | | 0.787 | | | | | | 1,990,648 | | | | | | — | | | | | | 28.10.2025 | | | | | | 14,029,352 | | |
01.11.2018 (A)
|
| | | | 2 | | | | | | 4,950,000 | | | | | | 1.987 | | | | | | 1.889 | | | | | | 0.84 | | | | | | 1,293,607 | | | | | | — | | | | | | 01.11.2025 | | | | | | 3,656,393 | | |
31.03.2019 (A)(F)
|
| | | | 3 | | | | | | 1,000,000 | | | | | | 2.175 | | | | | | 2.24 | | | | | | 0.961 | | | | | | 300,000 | | | | | | 400,000 | | | | | | 31.03.2026 | | | | | | 300,000 | | |
04.04.2019 (A)
|
| | | | 2 | | | | | | 800,000 | | | | | | 2.2 | | | | | | 2.22 | | | | | | 0.94 | | | | | | 285,048 | | | | | | — | | | | | | 04.04.2026 | | | | | | 514,952 | | |
27.05.2019 (A)
|
| | | | 3 | | | | | | 800,000 | | | | | | 2.37 | | | | | | 2.42 | | | | | | 1.034 | | | | | | 300,000 | | | | | | 300,000 | | | | | | 27.05.2026 | | | | | | 200,000 | | |
28.11.2019 (A)
|
| | | | 5 | | | | | | 2,100,000 | | | | | | 4.157 | | | | | | 4.23 | | | | | | 1.906 | | | | | | 10,000 | | | | | | 300,000 | | | | | | 28.11.2026 | | | | | | 1,790,000 | | |
20.01.2020 (A)
|
| | | | 20 | | | | | | 2,715,000 | | | | | | 4.4678 | | | | | | 4.91 | | | | | | 1.97 | | | | | | — | | | | | | 200,000 | | | | | | 20.01.2027 | | | | | | 2,515,000 | | |
12.04.2020 (A) (F)
|
| | | | 1 | | | | | | 700,000 | | | | | | 4.11 | | | | | | 4.15 | | | | | | 1.55 | | | | | | — | | | | | | — | | | | | | 12.04.2027 | | | | | | 700,000 | | |
17.05.2020 (A)
|
| | | | 6 | | | | | | 1,100,000 | | | | | | 4.85 | | | | | | 5.07 | | | | | | 1.97 | | | | | | — | | | | | | 200,000 | | | | | | 17.05.2027 | | | | | | 900,000 | | |
23.07.2020 (A)
|
| | | | 3 | | | | | | 450,000 | | | | | | 5.46 | | | | | | 5.47 | | | | | | 1.98 | | | | | | — | | | | | | — | | | | | | 23.07.2027 | | | | | | 450,000 | | |
13.10.2020 (A)
|
| | | | 1 | | | | | | 1,030,000 | | | | | | 6.25 | | | | | | 7.01 | | | | | | 2.77 | | | | | | — | | | | | | — | | | | | | 13.10.2027 | | | | | | 1,030,000 | | |
10.11.2020 (A)
|
| | | | 7 | | | | | | 1,150,000 | | | | | | 6.48 | | | | | | 6.63 | | | | | | 2.41 | | | | | | — | | | | | | 350,000 | | | | | | 10.11.2027 | | | | | | 800,000 | | |
25/05/2021 (A) (I)
|
| | | | 9 | | | | | | 1,410,000 | | | | | | 6.579 | | | | | | 6.69 | | | | | | 2.46 | | | | | | — | | | | | | — | | | | | | 23/05/2028 | | | | | | 1,410,000 | | |
30/09/2021 (A)(I)
|
| | | | 26 | | | | | | 6,740,000 | | | | | | 6.976 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 6,740,000 | | |
30/09/2021 (I)
|
| | | | 1 | | | | | | 600,000 | | | | | | 7.09 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 600,000 | | |
30/09/2021 (G) (I)
|
| | | | 4 | | | | | | 11,820,000 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 11,820,000 | | |
30/09/2021 (H)(I)
|
| | | | 5 | | | | | | 7,800,000 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 2.59 | | | | | | — | | | | | | — | | | | | | 28/09/2028 | | | | | | 7,800,000 | | |
31/10/2021 (A) (I)
|
| | | | 1 | | | | | | 100,000 | | | | | | 7.27 | | | | | | 7.8 | | | | | | 3.02 | | | | | | — | | | | | | — | | | | | | 29/10/2028 | | | | | | 100,000 | | |
Total | | | | | | | | | | | 101,110,000 | | | | | | | | | | | | | | | | | | | | | | | | 25,198,200 | | | | | | 5,012,500 | | | | | | | | | | | | 70,899,300 | | |
Grant date
|
| |
25.05.2021
|
| |
30.09.2021
|
| |
30.09.2021
|
| |
30.09.2021
|
| |
30.09.2021
|
| |
31.10.2021
|
| ||||||||||||||||||
Number of options
|
| | | | 1,410,000 | | | | | | 6,740,000 | | | | | | 600,000 | | | | | | 1,820,000 | | | | | | 7,800,000 | | | | | | 100,000 | | |
Option value in NIS
|
| | | | 2.46 | | | | | | 2.59 | | | | | | 2.59 | | | | | | 2.59 | | | | | | 2.59 | | | | | | 3.02 | | |
Exercise price in NIS
|
| | | | 6.579 | | | | | | 6.976 | | | | | | 7.09 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.27 | | |
Share price in NIS
|
| | | | 6.69 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.18 | | | | | | 7.8 | | |
Risk-free interest rate
|
| | | | 0.9% | | | | | | 0.8% | | | | | | 0.8% | | | | | | 0.8% | | | | | | 0.8% | | | | | | 1% | | |
Standard deviation
|
| | | | 34% | | | | | | 34% | | | | | | 34% | | | | | | 34% | | | | | | 34% | | | | | | 34% | | |
Value of options in NIS
|
| | | | 3,468,000 | | | | | | 17,991,000 | | | | | | 1,576,000 | | | | | | 30,588,000 | | | | | | 20,204,000 | | | | | | 325,000 | | |
Lifetime of options
|
| |
7 years
|
|
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Sale of electricity
|
| | |
|
83,034
|
| | | | | 58,464 | | |
Operation of facilities
|
| | |
|
11,275
|
| | | | | 9,305 | | |
Construction services
|
| | |
|
3,460
|
| | | | | 1,534 | | |
Management or development fees
|
| | |
|
4,692
|
| | | | | 1,021 | | |
Total
|
| | |
|
102,461
|
| | | | | 70,324 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Site maintenance
|
| | |
|
11,937
|
| | | | | 9,519 | | |
Municipal taxes
|
| | |
|
2,101
|
| | | | | 1,883 | | |
Lease
|
| | |
|
234
|
| | | | | 69 | | |
Insurance
|
| | |
|
1,391
|
| | | | | 965 | | |
Payroll, salaries and associated expenses
|
| | |
|
2,823
|
| | | | | 860 | | |
Expenses associated with facility construction services
|
| | |
|
3,291
|
| | | | | 1,434 | | |
Total
|
| | |
|
21,777
|
| | | | | 14,730 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Payroll, salaries and associated expenses
|
| | |
|
2,212
|
| | | | | 1,537 | | |
Vehicle
|
| | |
|
40
|
| | | | | 18 | | |
Legal, international marketing and marketing communication
|
| | |
|
1,365
|
| | | | | 702 | | |
Total
|
| | |
|
3,617
|
| | | | | 2,257 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Payroll, salaries and associated expenses
|
| | |
|
8,134
|
| | | | | 4,696 | | |
Vehicle
|
| | |
|
233
|
| | | | | 70 | | |
Management fees and director fees
|
| | |
|
739
|
| | | | | 448 | | |
Office and maintenance
|
| | |
|
965
|
| | | | | 479 | | |
Debentures
|
| | |
|
126
|
| | | | | 113 | | |
Professional services
|
| | |
|
2,942
|
| | | | | 1,912 | | |
Depreciation
|
| | |
|
1,054
|
| | | | | 641 | | |
Others
|
| | |
|
1,376
|
| | | | | 659 | | |
Total
|
| | |
|
15,569
|
| | | | | 9,018 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Interest expenses from project finance loans
|
| | |
|
15,157
|
| | | | | 24,067 | | |
Interest expenses from corporate Debentures
|
| | |
|
8,113
|
| | | | | 8,316 | | |
Interest expenses from amortization discounts and revaluation and revaluations related to linkage to indexes
|
| | |
|
14,274
|
| | | | | 1,413 | | |
Fair value changes of financial instruments measured at fair value through
profit or loss |
| | |
|
—
|
| | | | | 656 | | |
Liability in respect of contingent consideration arrangement
|
| | |
|
2,231
|
| | | | | 219 | | |
Loans from non-controlling interests
|
| | |
|
1,157
|
| | | | | 1,520 | | |
Finance expenses from foreign currency hedging transactions
|
| | |
|
—
|
| | | | | 311 | | |
Finance expenses in respect of lease liability
|
| | |
|
1,243
|
| | | | | 1,087 | | |
Exchange differences
|
| | |
|
2,702
|
| | | | | 162 | | |
Others
|
| | |
|
1,442
|
| | | | | 1,036 | | |
| | | |
|
46,319
|
| | | | | 38,787 | | |
Amounts capitalized to the cost of qualifying assets
|
| | |
|
(9,144)
|
| | | | | (7,379) | | |
Total
|
| | |
|
37,175
|
| | | | | 31,408 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Finance income from contract asset in respect of concession arrangements
|
| | |
|
24,310
|
| | | | | 16,176 | | |
through profit or loss
|
| | |
|
3,145
|
| | | | | — | | |
Finance income from the revaluation of foreign currency hedge transactions
|
| | |
|
1,053
|
| | | | | — | | |
Finance income from loans which
|
| | | | | | | | | | | | |
were given to equity-accounted entities
|
| | |
|
1,487
|
| | | | | 1,025 | | |
Others
|
| | |
|
338
|
| | | | | 13 | | |
Total
|
| | |
|
30,333
|
| | | | | 17,214 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Halutziot
|
| | |
|
—
|
| | | |
|
31,118
|
| |
Mivtachim
|
| | |
|
—
|
| | | |
|
8,169
|
| |
Talmei Bilu
|
| | |
|
—
|
| | | |
|
10,148
|
| |
Kramim
|
| | |
|
—
|
| | | |
|
2,721
|
| |
Idan
|
| | |
|
—
|
| | | |
|
1,598
|
| |
Croatia (Lukovac)
|
| | |
|
—
|
| | | |
|
2,109
|
| |
Total refinancing of senior debt in projects
|
| | | | — | | | | | | 55,863 | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Tlamim
|
| | |
|
—
|
| | | |
|
3,980
|
| |
Havatzelet
|
| | |
|
—
|
| | | |
|
7,751
|
| |
Total repayment of loans from credit providers and others
|
| | | | — | | | | | | 11,731 | | |
Total early prepayment fee and transaction costs
|
| | | | — | | | | | | 67,594 | | |
USD in thousands
|
| |
Land
|
| |
offices and
vehicles |
| |
Total
|
| |||||||||
Balance as of January 1, 2021
|
| | | | 79,394 | | | | | | 1,571 | | | | | | 80,965 | | |
Additions
|
| | | | 2,453 | | | | | | 1,656 | | | | | | 4,109 | | |
Amortization of right-of-use assets
|
| | | | (3,997) | | | | | | (591) | | | | | | (4,588) | | |
Initial consolidation
|
| | | | 22,159 | | | | | | — | | | | | | 22,159 | | |
Reserve for translation differences
|
| | | | 2,468 | | | | | | 137 | | | | | | 2,605 | | |
Balance as of December 31, 2021
|
| | | | 102,477 | | | | | | 2,773 | | | | | | 105,250 | | |
USD in thousands
|
| |
December 31, 2021
|
| |||
Up to one year
|
| | | | (5,686) | | |
One to five years
|
| | | | (25,698) | | |
Over five years
|
| | | | (74,262) | | |
Total
|
| | | | (105,646) | | |
Current maturities of lease liabilities
|
| | | | (5,686) | | |
Long term lease liabilities
|
| | | | (99,960) | | |
| | | | | (105,646) | | |
USD in thousands
|
| |
For the year ended
December 31, 2021 |
| |||
Effects on the statements of income | | | |||||
Interest expenses in respect of lease liability
|
| | | | (1,243) | | |
Expenses attributed to variable lease payments which were not included in measurement of
lease liability |
| | | | (177) | | |
Depreciation expenses
|
| | | | (2,029) | | |
Total
|
| | | | (3,449) | | |
| | | |
Project
|
| |
Amount
receivable in transaction currency |
| |
Amount
payable in transaction currency |
| |
Expiration date
|
| |
Fair value
|
| ||||||
| | | | | | |
Millions
|
| |
Millions
|
| | | | |
USD millions
|
| ||||||
|
Foreign currency forward contract(1)
|
| | Emek HaBacha | | | | | EUR5.1 | | | | | | NIS18.3 | | | |
January 2022
|
| |
Around (0.1)
|
|
|
Foreign currency forward contracts(1)
|
| | Ruach Beresheet | | | | | EUR58 | | | | | | NIS220 | | | |
January–June 2022
|
| |
Around (5.0)
|
|
|
Purchase of call options, sale of put options and purchase of exotic call options(2)
|
| |
Investment in subsidiaries
|
| | | | EUR92 | | | | | | NIS354.7 | | | |
July 2022
|
| |
Around 10.0
|
|
|
Purchase of call options and sale of put options(1)
|
| | Storage | | | | | USD137.1 | | | | | | NIS441.3 | | | |
January–October 2022
|
| |
Around (3.7)
|
|
|
Purchase of call options and sale of put options(1)
|
| |
Investment in subsidiary
|
| | | | USD43.2 | | | | | | NIS135.2 | | | |
January 2022
|
| |
Around (0.1)
|
|
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Linked to
the EUR |
| |
Linked to
the USD |
| |
Linked to
the HRK |
| |
Linked to
the HUF |
| |
Linked to
the CPI |
| |
Unlinked
|
| |
Total
|
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 54,293 | | | | | | 1,837 | | | | | | 25,394 | | | | | | 1,946 | | | | | | — | | | | | | 182,463 | | | | |
|
265,933
|
| |
Restricted cash
|
| | | | 17,058 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,121 | | | | |
|
35,179
|
| |
Financial assets measured at fair value through profit or loss
|
| | | | — | | | | | | 515 | | | | | | — | | | | | | — | | | | | | 14,506 | | | | | | 24,343 | | | | |
|
39,364
|
| |
Trade receivables
|
| | | | 11,521 | | | | | | 1,752 | | | | | | 635 | | | | | | 133 | | | | | | — | | | | | | 3,859 | | | | |
|
17,900
|
| |
Other receivables
|
| | | | 2,607 | | | | | | — | | | | | | 40 | | | | | | — | | | | | | 456 | | | | | | 1,855 | | | | |
|
4,958
|
| |
Other short term financial assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,999 | | | | |
|
9,999
|
| |
| | | | | 85,479 | | | | | | 4,104 | | | | | | 26,069 | | | | | | 2,079 | | | | | | 14,962 | | | | | | 240,640 | | | | | | 373,333 | | |
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | 11,989 | | | | | | — | | | | | | — | | | | | | 1,917 | | | | | | — | | | | | | 7,462 | | | | |
|
21,368
|
| |
Long term receivables
|
| | | | 5,247 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
5,247
|
| |
Financial assets measured at fair value through profit or loss
|
| | | | 28,682 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
28,682
|
| |
Loans to equity-accounted entities
|
| | | | 874 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,200 | | | | | | 1,190 | | | | |
|
26,264
|
| |
Other financial assets
|
| | | | 3,852 | | | | | | — | | | | | | — | | | | | | 3,605 | | | | | | 6,105 | | | | | | — | | | | |
|
13,561
|
| |
| | | | | 50,644 | | | | | | — | | | | | | — | | | | | | 5,522 | | | | | | 30,305 | | | | | | 8,652 | | | | | | 95,122 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit and current maturities in respect of
loans from banking corporations and other financial institutions |
| | | | (28,032) | | | | | | — | | | | | | (1,639) | | | | | | (1,596) | | | | | | (30,555) | | | | | | — | | | | |
|
(61,822)
|
| |
Trade payables
|
| | | | (21,576) | | | | | | (1,453) | | | | | | (275) | | | | | | (5) | | | | | | — | | | | | | (4,108) | | | | |
|
(27,417)
|
| |
Other payables
|
| | | | (27,552) | | | | | | (3,887) | | | | | | (134) | | | | | | (200) | | | | | | (858) | | | | | | (18,687) | | | | |
|
(51,318)
|
| |
Current maturities in respect of Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,914) | | | | |
|
(17,914)
|
| |
Current maturities of lease liability
|
| | | | (1,039) | | | | | | — | | | | | | — | | | | | | (82) | | | | | | (4,521) | | | | | | (44) | | | | |
|
(5,686)
|
| |
Financial liabilities measured at fair value
through profit or loss |
| | | | — | | | | | | (14,567) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(14,567)
|
| |
| | | | | (78,199) | | | | | | (19,907) | | | | | | (2,048) | | | | | | (1,883) | | | | | | (35,934) | | | | | | (40,753) | | | | | | (178,724) | | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (286,656) | | | | |
|
(286,656)
|
| |
Convertible Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (100,995) | | | | |
|
(100,995)
|
| |
Loans from banking corporations and other financial institutions
|
| | | | (381,552) | | | | | | — | | | | | | (16,945) | | | | | | (38,730) | | | | | | (731,342) | | | | | | — | | | | |
|
(1,168,569)
|
| |
Loans from non-controlling interests
|
| | | | (62,841) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,272) | | | | |
|
(78,113)
|
| |
Lease liability
|
| | | | (35,385) | | | | | | — | | | | | | — | | | | | | (1,180) | | | | | | (62,989) | | | | | | (406) | | | | |
|
(99,960)
|
| |
Other long term payables
|
| | | | (1,132) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(1,132)
|
| |
Other financial liabilities
|
| | | | (38,742) | | | | | | (74,996) | | | | | | (5,452) | | | | | | — | | | | | | (2,956) | | | | | | — | | | | |
|
(122,146)
|
| |
| | | | | (519,653) | | | | | | (74,996) | | | | | | (22,397) | | | | | | (39,910) | | | | | | (797,287) | | | | | | (403,329) | | | | | | (1,857,571) | | |
Total assets (liabilities), net
|
| | | | (461,729) | | | | | | (90,799) | | | | | | 1,624 | | | | | | (34,191) | | | | | | (787,953) | | | | | | (194,792) | | | | | | (1,567,841) | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Linked to
the EUR |
| |
Linked to
the USD |
| |
Linked to
the HRK |
| |
Linked to
the HUF |
| |
Linked to
the CPI |
| |
Unlinked
|
| |
Total
|
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 24,180 | | | | | | 1,724 | | | | | | 77 | | | | | | 2,086 | | | | | | — | | | | | | 71,262 | | | | | | 99,330 | | |
Restricted cash
|
| | | | 47,647 | | | | | | — | | | | | | — | | | | | | 732 | | | | | | — | | | | | | 39,384 | | | | | | 87,763 | | |
Financial assets measured at fair value through profit or loss
|
| | | | — | | | | | | 649 | | | | | | — | | | | | | — | | | | | | 11,663 | | | | | | 20,196 | | | | | | 32,509 | | |
Trade receivables
|
| | | | 5,835 | | | | | | 1,559 | | | | | | — | | | | | | 110 | | | | | | — | | | | | | 3,914 | | | | | | 11,419 | | |
Other receivables
|
| | | | 2,531 | | | | | | 249 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,965 | | | | | | 7,745 | | |
| | | | | 80,193 | | | | | | 4,181 | | | | | | 77 | | | | | | 2,928 | | | | | | 11,663 | | | | | | 139,721 | | | | | | 238,765 | | |
Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | 13,011 | | | | | | — | | | | | | — | | | | | | 2,075 | | | | | | — | | | | | | 4,645 | | | | | | 19,731 | | |
Long term receivables
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | — | | | | | | — | | | | | | 20 | | |
Financial assets measured at fair value through profit or loss
|
| | | | 10,115 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,115 | | |
Loans to equity-accounted entities
|
| | | | 25,829 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,095 | | | | | | 793 | | | | | | 43,717 | | |
| | | | | 48,955 | | | | | | — | | | | | | — | | | | | | 2,095 | | | | | | 17,095 | | | | | | 5,438 | | | | | | 73,583 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit and current maturities in respect of loans from banking corporations and other financial institutions
|
| | | | (21,620) | | | | | | — | | | | | | (1,720) | | | | | | (1,077) | | | | | | (180,923) | | | | | | (2,953) | | | | | | (208,293) | | |
Trade payables
|
| | | | (2,193) | | | | | | (61) | | | | | | (519) | | | | | | (87) | | | | | | — | | | | | | (5,100) | | | | | | (7,960) | | |
Other payables
|
| | | | (9,045) | | | | | | — | | | | | | (303) | | | | | | (236) | | | | | | (146) | | | | | | (64,921) | | | | | | (74,651) | | |
Current maturities in respect of debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,329) | | | | | | (17,329) | | |
Current maturities of lease liability
|
| | | | (156) | | | | | | — | | | | | | — | | | | | | (86) | | | | | | (5,320) | | | | | | (43) | | | | | | (5,605) | | |
Current maturities in respect of loans from non-controlling interests
|
| | | | (5,433) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,433) | | |
| | | | | (38,447) | | | | | | (61) | | | | | | (2,542) | | | | | | (1,486) | | | | | | (186,389) | | | | | | (90,347) | | | | | | (319,271) | | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (186,777) | | | | | | (186,777) | | |
Loans from banking corporations and other financial institutions
|
| | | | (298,469) | | | | | | — | | | | | | (20,133) | | | | | | (44,069) | | | | | | (269,473) | | | | | | — | | | | | | (632,144) | | |
Loans from non-controlling interests
|
| | | | (26,691) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,117) | | | | | | (40,808) | | |
Lease liability
|
| | | | (14,211) | | | | | | — | | | | | | — | | | | | | (1,272) | | | | | | (58,226) | | | | | | (416) | | | | | | (74,124) | | |
Other long term payables
|
| | | | (2,453) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,453) | | |
Other financial liabilities
|
| | | | (17,859) | | | | | | — | | | | | | (5,853) | | | | | | (5,676) | | | | | | (2,949) | | | | | | (1,581) | | | | | | (33,919) | | |
| | | | | (359,683) | | | | | | — | | | | | | (25,986) | | | | | | (51,017) | | | | | | (330,648) | | | | | | (202,891) | | | | | | (970,226) | | |
Total assets (liabilities), net
|
| | | | (268,982) | | | | | | (4,120) | | | | | | (28,451) | | | | | | (47,479) | | | | | | (488,279) | | | | | | (148,078) | | | | | | (977,149) | | |
| | |
USD in thousands
|
| |||
As of December 31, 2021: | | | | | | | |
Prime-linked bank deposits
|
| | | | 144,751 | | |
Euribor-linked credit from banking corporations(*)
|
| | | | (3,156) | | |
Euribor-linked loan from banking corporation
|
| | | | (1,259) | | |
As of December 31, 2020: | | | | | | | |
Euribor-linked loan from banking corporation
|
| | | | (1,467) | | |
| | |
Interest rates
|
| |
Par value
|
| |
Repayment date
|
| |
Carrying value
|
| ||||||||||||
Hedged contract
|
| |
Original
|
| |
After
hedging |
| |
EUR in
thousands |
| |
Final
|
| |
USD in
thousands |
| |||||||||
Loan to finance the Lukovac project
|
| |
3 month Euribor
|
| |
0.75%
|
| | | | 23,096 | | | | | | 31/03/2031 | | | | | | (909) | | |
Loan to finance the Picasso project
|
| |
3 month Euribor
|
| |
1.08%
|
| | | | 44,857 | | | | | | 31/03/2039 | | | | | | 767 | | |
Loan to finance the Gecama project
|
| |
6 month Euribor
|
| |
0.147%
|
| | | | 152,000 | | | | | | 30/06/2035 | | | | | | 3,085 | | |
Loan to finance the Raaba and
Meg projects |
| |
3 month Bubor
|
| |
1.445%–3.7%
|
| | | | 36,492 | | | | | | 31/12/2030 | | | | | | 3,605 | | |
Loan to finance the Bjorn project
|
| |
6 month Euribor
|
| |
0.526%
|
| | | | 165,639 | | | | | | 31/12/2040 | | | | | | (1,719) | | |
| | |
As of December 31, 2021(**)
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
After 2026
|
| |
Total
|
| |||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||
Restricted cash
|
| | | | 550 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,368 | | | | | | 21,918 | | |
Loans to non-controlling interests
|
| | | | 514 | | | | | | 513 | | | | | | 512 | | | | | | 510 | | | | | | 508 | | | | | | 4,429 | | | | | | 6,986 | | |
| | | | | 1,064 | | | | | | 513 | | | | | | 512 | | | | | | 510 | | | | | | 508 | | | | | | 25,797 | | | | | | 28,904 | | |
Loans from non-controlling interests
|
| | | | (233) | | | | | | (3,857) | | | | | | (23,373) | | | | | | (2,906) | | | | | | (2,914) | | | | | | (44,803) | | | | | | (78,086) | | |
Debentures(*)
|
| | | | (27,460) | | | | | | (26,819) | | | | | | (26,181) | | | | | | (47,174) | | | | | | (102,775) | | | | | | (247,678) | | | | | | (478,087) | | |
Other financial liabilities
|
| | | | (453) | | | | | | (450) | | | | | | (447) | | | | | | (426) | | | | | | (367) | | | | | | (32,232) | | | | | | (34,375) | | |
Lease liability
|
| | | | (5,686) | | | | | | (6,316) | | | | | | (8,103) | | | | | | (7,667) | | | | | | (7,568) | | | | | | (74,262) | | | | | | (109,602) | | |
Credit and loans from banking corporations and other financial institutions(*)
|
| | | | (73,341) | | | | | | (80,532) | | | | | | (85,384) | | | | | | (85,170) | | | | | | (81,798) | | | | | | (841,122) | | | | | | (1,247,347) | | |
| | | | | (107,173) | | | | | | (117,974) | | | | | | (143,488) | | | | | | (143,343) | | | | | | (195,422) | | | | | | (1,240,097) | | | | | | (1,947,497) | | |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or
loss |
| | | | 39,364 | | | | | | — | | | | | | — | | | | |
|
39,364
|
| |
Contracts in respect of forward transactions
|
| | | | — | | | | | | 9,998 | | | | | | — | | | | |
|
9,998
|
| |
Interest rate swaps
|
| | | | — | | | | | | 7,457 | | | | | | — | | | | |
|
7,457
|
| |
Non-marketable shares measured at fair value through
profit or loss |
| | | | — | | | | | | — | | | | | | 28,682 | | | | |
|
28,682
|
| |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps
|
| | | | — | | | | | | (2,627) | | | | | | — | | | | |
|
(2,627)
|
| |
Contracts in respect of forward transactions
|
| | | | — | | | | | | (8,831) | | | | | | — | | | | |
|
(8,831)
|
| |
Transactions to peg electricity prices swap (CFD differences contract)
|
| | | | — | | | | | | (31,352) | | | | | | — | | | | |
|
(31,352)
|
| |
Performance-based (“earn out”) contingent consideration (“Earn Out”), see Note 8A(1)
|
| | | | — | | | | | | — | | | | | | (61,362) | | | | |
|
(61,362)
|
| |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or
loss |
| | | | 32,509 | | | | | | — | | | | | | — | | | | |
|
32,509
|
| |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps
|
| | | | — | | | | | | (14,525) | | | | | | — | | | | |
|
(14,525)
|
| |
Contracts in respect of forward transactions
|
| | | | — | | | | | | (3,038) | | | | | | — | | | | |
|
(3,038)
|
| |
| | | | | |
Carrying value
|
| |
Fair value
|
| ||||||||||||||||||
| | |
Fair value
level |
| |
As of December 31
|
| |
As of December 31
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |||||||||||||||
| | | | | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Debentures
|
| | Level 1 | | | |
|
408,771
|
| | | | | 206,527 | | | | |
|
442,815
|
| | | | | 219,953 | | |
Loans from banking corporations and other financial institutions(1)
|
| | Level 3 | | | |
|
355,808
|
| | | | | 406,403 | | | | |
|
411,456
|
| | | | | 463,779 | | |
Liability in respect of deferred consideration arrangement(1)
|
| | Level 3 | | | |
|
3,123
|
| | | | | 3,096 | | | | |
|
5,219
|
| | | | | 4,092 | | |
| | |
December 31 2021
|
| |
December 31 2020
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Current | | | | | | | | | | | | | |
Contracts in respect of forward transactions
|
| | |
|
8,923
|
| | | | | 1,457 | | |
Interest rate swaps
|
| | |
|
4,219
|
| | | | | — | | |
Electricity price exchange contracts
|
| | |
|
14,461
|
| | | | | — | | |
Contingent payments based on achievement of milestones
(“earn out”)(1) |
| | |
|
14,566
|
| | | | | — | | |
| | | |
|
42,169
|
| | | | | 1,457 | | |
Non-current | | | | | | | | | | | | | |
Contracts in respect of forward transactions
|
| | |
|
—
|
| | | | | 1,582 | | |
Contingent payments based on achievement of milestones (“earn out”)
as well as the founder’s put option(1) |
| | |
|
74,996
|
| | | | | — | | |
Interest rate swaps
|
| | |
|
2,627
|
| | | | | 14,525 | | |
Electricity price exchange contracts
|
| | |
|
12,673
|
| | | | | — | | |
Liability in respect of deferred consideration arrangement(2)
|
| | |
|
2,956
|
| | | | | 2,949 | | |
| | | |
|
93,252
|
| | | | | 19,056 | | |
| Israel segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through solar energy in Israel, from power purchase agreements at fixed tariffs over extended periods. | |
| Central-Eastern Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy and solar energy in countries of Central-Eastern Europe, mostly at fixed tariffs over extended periods. | |
| Western Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy in countries of Western Europe, mostly at prices determined in the free market (willing buyer to willing seller). | |
|
Management and construction segment
|
| | — | | | Produces its revenue from the provision of management services to projects in stages of development, construction or operation, and from the provision of construction services for projects which are fully or partially owned by the Company. | |
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | |
|
51,776
|
| | | |
|
61,326
|
| | | |
|
14,064
|
| | | |
|
8,152
|
| | | |
|
—
|
| | | |
|
135,318
|
| |
Intercompany management and construction services
revenues |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
10,894
|
| | | |
|
(10,894)
|
| | | |
|
—
|
| |
Segments Revenues
|
| | | | 51,776 | | | | | | 61,326 | | | | | | 14,064 | | | | | | 19,046 | | | | | | (10,894) | | | | | | 135,318 | | |
Reconciliation—proceeds from sale
of electricity recognized as repayment of contract asset under concession arrangement |
| | |
|
(32,857)
|
| | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | |
|
(32,857)
|
| |
Total Reportable Revenues
|
| | | | 18,919 | | | | | | 61,326 | | | | | | 14,064 | | | | | | 19,046 | | | | | | (10,894) | | | | | | 102,461 | | |
Segment Adjusted EBITDA
|
| | | | 44,549 | | | | | | 51,610 | | | | | | 11,183 | | | | | | 6,623 | | | | | | (14,897)(*) | | | | | | 99,068 | | |
|
| | |
For the year ended December 31, 2021
|
| ||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| |||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | |
|
(32,857)
|
| |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | |
|
(24,480)
|
| |
U.S. acquisition expense
|
| | | | | | | | | | | | | | | | | |
|
(7,331)
|
| |
Operating profit
|
| | | | | | | | | | | | | | | | | | | 34,400 | | |
Finance income
|
| | | | | | | | | | | | | | | | | |
|
30,333
|
| |
Finance expenses
|
| | | | | | | | | | | | | | | | | |
|
(37,175)
|
| |
Share of loss of equity accounted investees
|
| | | | | | | | | | | | | | | | | |
|
(189)
|
| |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | 27,369 | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of electricity
|
| | | | 48,119 | | | | | | 48,286 | | | | | | 2,613 | | | | | | 2,556 | | | | | | — | | | | | | 101,574 | | |
Intercompany management and construction services
revenues |
| | | | — | | | | | | — | | | | | | — | | | | | | 10,864 | | | | | | (10,864) | | | | | | — | | |
Segments Revenues
|
| | | | 48,119 | | | | | | 48,286 | | | | | | 2,613 | | | | | | 13,420 | | | | | | (10,864) | | | | | | 101,574 | | |
Reconciliation-proceeds from sale of
electricity recognized as repayment of contract asset under concession arrangement |
| | | | (31,250) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (31,250) | | |
Total Reportable Revenues
|
| | | | 16,869 | | | | | | 48,286 | | | | | | 2,613 | | | | | | 13,420 | | | | | | (10,864) | | | | | | 70,324 | | |
Segment Adjusted EBITDA
|
| | | | 40,722 | | | | | | 40,317 | | | | | | 1,222 | | | | | | 3,693 | | | | | | (8,210)(*) | | | | | | 77,744 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (31,250) | | |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (18,120) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,374 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,214 | | |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (31,408) | | |
Early prepayment fee
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (67,594) | | |
Share of loss of equity accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26 | | |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (53,388) | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
NIS in thousands
|
| |
NIS in thousands
|
| ||||||
Compensation and benefits which were given to interested parties and related parties:
|
| | | | | | | | | | | | |
Payroll and related expenses to interested parties employed in the Company
|
| | | | 2,071 | | | | | | 1,728 | | |
Granting of options to interested parties employed in the Company
|
| | | | 2,961 | | | | | | 2,104 | | |
Number of people to whom the benefit applies
|
| | | | 1 | | | | | | 1 | | |
Compensation for directors who are not employed in the Company
|
| | | | 1,819 | | | | | | 1,280 | | |
Number of people to whom the benefit applies
|
| | | | 7 | | | | | | 6 | | |
Granting of options to directors who are not employed in the Company
|
| | | | 844 | | | | | | 658 | | |
Number of people to whom the benefit applies
|
| | | | 1 | | | | | | 1 | | |
Relevant year
|
| |
Updated base
salary (NIS) |
| |
Number of annual bonus salaries subject to the
fulfillment of targets which will be determined according to the Company’s compensation policy* |
| |||
2021 (effective beginning from the date of the meeting’s approval)
|
| | | | 86,600** | | | |
6
|
|
2021—Additional special compensation in respect of the closing of the Clēnera transaction—USA
|
| | | | 150,000 | | | |
Non-recurring
|
|
2022
|
| | | | 95,000 | | | |
8
|
|
2023
|
| | | | 105,000 | | | |
9
|
|
| | |
September 30 2022
|
| |
December 31 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
|
242,760
|
| | | | | 265,933 | | |
Deposits in banking corporations
|
| | |
|
42,510
|
| | | | | — | | |
Restricted cash
|
| | |
|
112,178
|
| | | | | 35,179 | | |
Financial assets at fair value through profit or loss
|
| | |
|
32,125
|
| | | | | 39,364 | | |
Trade receivables
|
| | |
|
40,625
|
| | | | | 17,900 | | |
Other receivables
|
| | |
|
25,674
|
| | | | | 28,147 | | |
Current maturities of contract assets
|
| | |
|
7,373
|
| | | | | 16,789 | | |
Other financial assets
|
| | |
|
3,287
|
| | | | | 9,999 | | |
Total current assets
|
| | |
|
506,532
|
| | | | | 413,311 | | |
Non-current assets | | | | | | | | | | | | | |
Restricted cash
|
| | |
|
37,999
|
| | | | | 21,368 | | |
Other long term receivables
|
| | |
|
6,007
|
| | | | | 6,334 | | |
Deferred costs in respect of projects
|
| | |
|
188,243
|
| | | | | 171,427 | | |
Deferred borrowing costs
|
| | |
|
7,640
|
| | | | | 21,138 | | |
Loans to investee companies
|
| | |
|
26,563
|
| | | | | 26,264 | | |
Contract assets
|
| | |
|
98,245
|
| | | | | 270,253 | | |
Fixed assets, net
|
| | |
|
1,945,647
|
| | | | | 1,488,829 | | |
Intangible assets, net
|
| | |
|
232,740
|
| | | | | 247,059 | | |
Deferred taxes
|
| | |
|
10,266
|
| | | | | 21,864 | | |
Right-of-use asset, net
|
| | |
|
93,956
|
| | | | | 105,250 | | |
Financial assets at fair value through profit or loss
|
| | |
|
34,108
|
| | | | | 28,682 | | |
Other financial assets
|
| | |
|
86,431
|
| | | | | 13,561 | | |
Total non-current assets
|
| | |
|
2,767,845
|
| | | | | 2,422,029 | | |
Total assets
|
| | |
|
3,274,377
|
| | | | | 2,835,340 | | |
| | |
September 30 2022
|
| |
December 31 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Liabilities and equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Credit and current maturities of loans from banking corporations and other financial institutions
|
| | |
|
161,093
|
| | | | | 61,822 | | |
Trade payables
|
| | |
|
28,408
|
| | | | | 27,417 | | |
Other payables
|
| | |
|
76,064
|
| | | | | 46,058 | | |
Current maturities of debentures
|
| | |
|
15,725
|
| | | | | 17,914 | | |
Current maturities of lease liability
|
| | |
|
5,887
|
| | | | | 5,686 | | |
Other financial liabilities
|
| | |
|
96,009
|
| | | | | 42,169 | | |
Total current liabilities
|
| | |
|
383,186
|
| | | | | 201,066 | | |
Non-current liabilities | | | | | | | | | | | | | |
Debentures
|
| | |
|
236,657
|
| | | | | 286,656 | | |
Convertible debentures
|
| | |
|
129,711
|
| | | | | 100,995 | | |
Loans from banking corporations and other financial institutions
|
| | |
|
1,268,848
|
| | | | | 1,168,569 | | |
Loans from non-controlling interests
|
| | |
|
84,094
|
| | | | | 78,113 | | |
Other financial liabilities
|
| | |
|
62,776
|
| | | | | 93,252 | | |
Deferred taxes
|
| | |
|
9,727
|
| | | | | 12,411 | | |
Other long term payables
|
| | |
|
984
|
| | | | | 1,132 | | |
Employee benefits
|
| | |
|
9,605
|
| | | | | 6,911 | | |
Lease liability
|
| | |
|
90,444
|
| | | | | 99,960 | | |
Asset retirement obligation
|
| | |
|
46,480
|
| | | | | 28,894 | | |
Total non-current liabilities
|
| | |
|
1,939,326
|
| | | | | 1,876,893 | | |
Total liabilities
|
| | |
|
2,322,512
|
| | | | | 2,077,959 | | |
Equity | | | | | | | | | | | | | |
Ordinary share capital
|
| | |
|
2,822
|
| | | | | 2,549 | | |
Share premium
|
| | |
|
762,516
|
| | | | | 556,161 | | |
Capital reserves
|
| | |
|
(31,422)
|
| | | | | (4,514) | | |
Proceeds on account of convertible options
|
| | |
|
15,496
|
| | | | | 10,405 | | |
Accumulated loss
|
| | |
|
(12,527)
|
| | | | | (31,963) | | |
Equity attributable to owners of the Company
|
| | |
|
736,885
|
| | | | | 532,638 | | |
Non-controlling interests
|
| | |
|
214,980
|
| | | | | 224,743 | | |
Total equity
|
| | |
|
951,865
|
| | | | | 757,381 | | |
Total liabilities and equity
|
| | |
|
3,274,377
|
| | | | | 2,835,340 | | |
|
Yair Seroussi
|
| |
Gilad Yavetz
|
| |
Nir Yehuda
|
|
|
Chairman of the Board of Directors
|
| |
CEO and Board Member
|
| |
CFO
|
|
| | |
For the nine months period ended
|
| |
For the three months period ended
|
| ||||||||||||||||||
| | |
September 30
2022 |
| |
September 30
2021 |
| |
September 30
2022 |
| |
September 30
2021 |
| ||||||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| |
USD in thousands
|
| |
USD in thousands
|
| ||||||||||||
Revenues
|
| | |
|
131,303
|
| | | | | 67,424 | | | | |
|
56,364
|
| | | | | 22,772 | | |
Cost of sales
|
| | |
|
(28,154)
|
| | | | | (14,293) | | | | |
|
(13,873)
|
| | | | | (5,258) | | |
Depreciation and amortization
|
| | |
|
(27,544)
|
| | | | | (13,602) | | | | |
|
(11,330)
|
| | | | | (5,582) | | |
Gross profit
|
| | |
|
75,605
|
| | | | | 39,529 | | | | |
|
31,161
|
| | | | | 11,932 | | |
General and administrative expenses
|
| | |
|
(21,774)
|
| | | | | (9,085) | | | | |
|
(7,862)
|
| | | | | (4,420) | | |
Selling, marketing and project promotion expenses
|
| | |
|
(2,458)
|
| | | | | (2,314) | | | | |
|
(904)
|
| | | | | (591) | | |
Development expenses
|
| | |
|
(1,804)
|
| | | | | — | | | | |
|
(705)
|
| | | | | | | |
Transaction costs in respect of acquisition of activity in the United States
|
| | | | | | | | | | (6,990) | | | | | | | | | | | | (3,611) | | |
Other income
|
| | |
|
18,269
|
| | | | | 396 | | | | |
|
17,351
|
| | | | | 396 | | |
| | | |
|
(7,767)
|
| | | | | (17,993) | | | | |
|
7,880
|
| | | | | (8,226) | | |
Operating profit
|
| | |
|
67,838
|
| | | | | 21,536 | | | | |
|
39,041
|
| | | | | 3,706 | | |
Finance income
|
| | |
|
19,181
|
| | | | | 22,897 | | | | |
|
5,878
|
| | | | | 7,812 | | |
Finance expenses
|
| | |
|
(50,465)
|
| | | | | (28,316) | | | | |
|
(18,802)
|
| | | | | (10,757) | | |
Total finance expenses, net
|
| | |
|
(31,284)
|
| | | | | (5,419) | | | | |
|
(12,924)
|
| | | | | (2,945) | | |
Profit before tax and equity losses
|
| | |
|
36,554
|
| | | | | 16,117 | | | | |
|
26,117
|
| | | | | 761 | | |
Share of losses of equity accounted investees
|
| | |
|
(72)
|
| | | | | (139) | | | | |
|
(2)
|
| | | | | (44) | | |
Profit before income taxes
|
| | |
|
36,482
|
| | | | | 15,978 | | | | |
|
26,115
|
| | | | | 717 | | |
Taxes on income
|
| | |
|
(9,324)
|
| | | | | (2,419) | | | | |
|
(6,820)
|
| | | | | (62) | | |
Profit for the period
|
| | |
|
27,158
|
| | | | | 13,559 | | | | |
|
19,295
|
| | | | | 655 | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | |
Amounts which will be classified in
the future under profit or loss, net of tax: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation for foreign operations
|
| | |
|
22,821
|
| | | | | (28,870) | | | | |
|
(20,481)
|
| | | | | (20,919) | | |
Effective portion of changes in fair value of
|
| | | | | | | | | | | | | | | | | | | | | | | | |
cash flow hedging, net
|
| | |
|
38,679
|
| | | | | 10,755 | | | | |
|
5,245
|
| | | | | 2,968 | | |
Other comprehensive income item that will not be transferred to profit or loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Currency translation adjustment
|
| | |
|
(115,794)
|
| | | | | 2,137 | | | | |
|
(20,082)
|
| | | | | 6,794 | | |
Total other comprehensive loss for the period
|
| | |
|
(54,294)
|
| | | | | (15,978) | | | | |
|
(35,318)
|
| | | | | (11,157) | | |
Total comprehensive income (loss) for the period
|
| | |
|
(27,136)
|
| | | | | (2,419) | | | | |
|
(16,023)
|
| | | | | (10,502) | | |
| | |
For the nine months period ended
|
| |
For the three months period ended
|
| ||||||||||||||||||
| | |
September 30
2022 |
| |
September 30
2021 |
| |
September 30
2022 |
| |
September 30
2021 |
| ||||||||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| |
USD in thousands
|
| |
USD in thousands
|
| ||||||||||||
Profit for the year attributed to: | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | |
|
19,436
|
| | | | | 7,455 | | | | |
|
16,757
|
| | | | | (542) | | |
Non-controlling interests
|
| | |
|
7,722
|
| | | | | 6,104 | | | | |
|
2,538
|
| | | | | 1,197 | | |
| | | |
|
27,158
|
| | | | | 13,559 | | | | |
|
19,295
|
| | | | | 655 | | |
Comprehensive income (loss) for the
year attributed to: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | |
|
(19,565)
|
| | | | | (3,380) | | | | |
|
(11,844)
|
| | | | | (8,925) | | |
Non-controlling interests
|
| | |
|
(7,571)
|
| | | | | 961 | | | | |
|
(4,179)
|
| | | | | (1,577) | | |
| | | |
|
(27,136)
|
| | | | | (2,419) | | | | |
|
(16,023)
|
| | | | | (10,502) | | |
Earnings per ordinary share (in USD)
with a par value of NIS 0.01 attributable to owners of the Company: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings per share
|
| | |
|
0.02
|
| | | | | 0.01 | | | | |
|
0.02
|
| | | | | 0.00 | | |
Diluted earnings per share
|
| | |
|
0.02
|
| | | | | 0.01 | | | | |
|
0.02
|
| | | | | 0.00 | | |
Weighted average of share capital used in the calculation of profit:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic per share
|
| | |
|
959,047,390
|
| | | | | 897,066,785 | | | | |
|
985,379,153
|
| | | | | 918,228,115 | | |
Diluted per share
|
| | |
|
985,699,275
|
| | | | | 930,626,143 | | | | |
|
1,011,507,025
|
| | | | | 918,228,115 | | |
| | |
For the nine months period ended September 30, 2022 (unaudited)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Owners of the company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders(1) |
| |
Transactions
with non- controlling interests(1) |
| |
Transactions
Share-based payment(1) |
| |
Hedge
reserve(1) |
| |
Translation
reserve from foreign operations(1) |
| |
Translation
reserve from currency presentation(1) |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD
in thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2022
|
| | | | 2,549 | | | | | | 556,161 | | | | | | 10,405 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 20,100 | | | | | | (14,548) | | | | | | (54,960) | | | | | | 58,948 | | | | | | (31,963) | | | | | | 532,638 | | | | | | 224,743 | | | | | | 757,381 | | |
Income for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,436 | | | | | | 19,436 | | | | | | 7,722 | | | | | | 27,158 | | |
Other comprehensive income: | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value changes of financial instruments used
for cash flow hedging, net of tax |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
22,565
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
22,565
|
| | | |
|
16,114
|
| | | |
|
38,679
|
| |
Exchange differences due to translation of foreign operations
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
25,441
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
25,441
|
| | | |
|
(2,620)
|
| | | |
|
22,821
|
| |
Other comprehensive loss item that will not be
transferred to profit or loss: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation
adjustment |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(87,007)
|
| | | |
|
—
|
| | | |
|
(87,007)
|
| | | |
|
(28,787)
|
| | | |
|
(115,794)
|
| |
Total other comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,565 | | | | | | 25,441 | | | | | | (87,007) | | | | | | — | | | | | | (39,001) | | | | | | (15,293) | | | | | | (54,294) | | |
Total comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,565 | | | | | | 25,441 | | | | | | (87,007) | | | | | | 19,436 | | | | | | (19,565) | | | | | | (7,571) | | | | | | (27,136) | | |
Share-based payment
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
12,093
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
12,093
|
| | | |
|
—
|
| | | |
|
12,093
|
| |
Issuance of convertible debentures
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
5,091
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
5,091
|
| | | |
|
—
|
| | | |
|
5,091
|
| |
Conversion of share options
|
| | |
|
3
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
3
|
| | | |
|
—
|
| | | |
|
3
|
| |
Issuance of shares
|
| | |
|
270
|
| | | |
|
206,355
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
206,625
|
| | | |
|
—
|
| | | |
|
206,625
|
| |
Investment in consolidated entity
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
757
|
| | | |
|
757
|
| |
Dividends and distribution to by non-controlling
interest in subsidiaries |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(2,949)
|
| | | |
|
(2,949)
|
| |
| | | | | 273 | | | | | | 206,355 | | | | | | 5,091 | | | | | | — | | | | | | — | | | | | | 12,093 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 223,812 | | | | | | (2,192) | | | | | | 221,620 | | |
Balance as of September 30, 2022
|
| | | | 2,822 | | | | | | 762,516 | | | | | | 15,496 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 32,193 | | | | | | 8,017 | | | | | | (29,519) | | | | | | (28,059) | | | | | | (12,527) | | | | | | 736,885 | | | | | | 214,980 | | | | | | 951,865 | | |
| | |
For the nine months period ended September 30, 2021 (unaudited)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Owners of the company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Capital reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | |
Share capital
|
| |
Share
premium |
| |
Proceeds on
account of convertible options |
| |
Controlling
shareholders(1) |
| |
Transactions
with non- controlling interests(1) |
| |
Transactions
Share-based payment(1) |
| |
Hedge
reserve(1) |
| |
Translation
reserve from foreign operations(1) |
| |
Translation
reserve from currency presentation(1) |
| |
Accumulated
loss |
| |
Total
attributable to the owners of the company |
| |
Non-
controlling interests |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2021
|
| | | | 2,239 | | | | | | 380,529 | | | | | | — | | | | | | 5,378 | | | | | | (19,432) | | | | | | 13,615 | | | | | | (8,325) | | | | | | (2,350) | | | | | | 37,080 | | | | | | (43,180) | | | | | | 365,554 | | | | | | 146,851 | | | | | | 512,405 | | |
Income for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,455 | | | | | | 7,455 | | | | | | 6,104 | | | | | | 13,559 | | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value changes of financial instruments used
for cash flow |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
hedging, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,862 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,862 | | | | | | 1,893 | | | | | | 10,755 | | |
Exchange differences due to translation of foreign operations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,917) | | | | | | — | | | | | | — | | | | | | (21,917) | | | | | | (6,953) | | | | | | (28,870) | | |
Other comprehensive loss item that will not be
transferred to profit or loss: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Presentation currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,220 | | | | | | — | | | | | | 2,220 | | | | | | (83) | | | | | | 2,137 | | |
Total other comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,862 | | | | | | (21,917) | | | | | | 2,220 | | | | | | — | | | | | | (10,835) | | | | | | (5,143) | | | | | | (15,978) | | |
Total comprehensive income (loss) for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,862 | | | | | | (21,917) | | | | | | 2,220 | | | | | | 7,455 | | | | | | (3,380) | | | | | | 961 | | | | | | (2,419) | | |
Share-based payment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,789 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,789 | | | | | | — | | | | | | 2,789 | | |
Issuance of convertible debentures
|
| | | | — | | | | | | — | | | | | | 10,387 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,387 | | | | | | — | | | | | | 10,387 | | |
Conversion of share options
|
| | | | 3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Issuance of shares
|
| | | | 284 | | | | | | 175,681 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 175,965 | | | | | | — | | | | | | 175,965 | | |
Initial consolidation of Bjorn
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,059 | | | | | | 23,059 | | |
Investment by non- controlling interest in subsidiaries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,849 | | | | | | 48,849 | | |
Dividends and distribution to by non-controlling
interest in subsidiaries |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,310) | | | | | | (1,310) | | |
| | | | | 287 | | | | | | 175,681 | | | | | | 10,387 | | | | | | — | | | | | | — | | | | | | 2,789 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 189,144 | | | | | | 70,598 | | | | | | 259,742 | | |
Balance as of September 30, 2021
|
| | | | 2,526 | | | | | | 556,210 | | | | | | 10,387 | | | | | | 5,378 | | | | | | (19,432) | | | | | | 16,404 | | | | | | 537 | | | | | | (24,267) | | | | | | 39,300 | | | | | | (35,725) | | | | | | 551,318 | | | | | | 218,410 | | | | | | 769,728 | | |
| | |
For the nine months period ended
|
| |||||||||
| | |
September 30 2022
|
| |
September 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows for operating activities | | | | | | | | | | | | | |
Profit for the period
|
| | |
|
27,158
|
| | | | | 13,559 | | |
Adjustments required to present cash flows from operating activities
(Annex A) |
| | |
|
35,717
|
| | | | | 7,941 | | |
Cash from operating activities
|
| | |
|
62,875
|
| | | | | 21,500 | | |
Interest receipts
|
| | |
|
3,526
|
| | | | | 904 | | |
Paid interest
|
| | |
|
(25,322)
|
| | | | | (19,046) | | |
Paid tax income
|
| | |
|
(3,105)
|
| | | | | (3,228) | | |
Repayment of contract assets
|
| | |
|
15,430
|
| | | | | 27,391 | | |
Net cash from operating activities
|
| | |
|
53,404
|
| | | | | 27,521 | | |
Cash flows for investing activities | | | | | | | | | | | | | |
Acquisition of consolidated companies (See Annex B)
|
| | |
|
(2,053)
|
| | | | | (156,496) | | |
Restricted cash, net
|
| | |
|
(108,076)
|
| | | | | 13,295 | | |
Purchase, development and construction of fixed assets
|
| | |
|
(446,594)
|
| | | | | (292,469) | | |
Investment in deferred costs in respect of projects
|
| | |
|
(17,769)
|
| | | | | (14,365) | | |
Proceeds from sale (purchase) of short-term financial assets measured at fair value through profit or loss, net
|
| | |
|
166
|
| | | | | (5,169) | | |
Investments in bank deposits
|
| | |
|
(45,406)
|
| | | | | — | | |
Purchase of long term financial assets measured at fair value through
profit or loss |
| | |
|
(5,667)
|
| | | | | (9,406) | | |
Payments on account of acquisition of consolidated company
|
| | |
|
(4,000)
|
| | | | | — | | |
Loan to investee
|
| | |
|
(16,362)
|
| | | | | (3,320) | | |
Investment in investee
|
| | |
|
(2,477)
|
| | | | | (8,288) | | |
Loan to non-controlling interests
|
| | |
|
—
|
| | | | | (6,442) | | |
Net cash used in investing activities
|
| | |
|
(648,238)
|
| | | | | (482,660) | | |
| | |
For the nine months period ended
|
| |||||||||
| | |
September 30 2022
|
| |
September 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Cash flows from financing activities | | | | | | | | | | | | | |
Receipt of loans from banks and other financial institutions
|
| | |
|
385,522
|
| | | | | 512,467 | | |
Repayment of loans from banks and other financial institutions
|
| | |
|
(37,181)
|
| | | | | (274,071) | | |
Issuance of shares
|
| | |
|
206,625
|
| | | | | 175,109 | | |
Exercise of share options
|
| | |
|
3
|
| | | | | 3 | | |
Issuance of bonds
|
| | |
|
—
|
| | | | | 107,118 | | |
Issuance of convertible debentures
|
| | |
|
47,755
|
| | | | | 106,619 | | |
Repayment of debentures
|
| | |
|
(16,620)
|
| | | | | (17,348) | | |
Dividend distribution in consolidated companies
|
| | |
|
—
|
| | | | | (135) | | |
Distribution of profits in consolidated partnership
|
| | |
|
(2,949)
|
| | | | | (404) | | |
Proceeds from settlement of derivative financial instruments
|
| | |
|
12,986
|
| | | | | — | | |
Deferred borrowing costs
|
| | |
|
(3,198)
|
| | | | | (7,801) | | |
Receipt of loans from non-controlling interests
|
| | |
|
18,308
|
| | | | | — | | |
Repayment of loans from non-controlling interests
|
| | |
|
(2,324)
|
| | | | | (9,817) | | |
Proceeds from investment in entities by non-controlling interest
|
| | |
|
757
|
| | | | | 47,935 | | |
Repayment of lease liability
|
| | |
|
(3,556)
|
| | | | | (3,341) | | |
Net cash from financing activities
|
| | |
|
606,128
|
| | | | | 636,334 | | |
Increase in cash and cash equivalents
|
| | |
|
11,294
|
| | | | | 181,195 | | |
Balance of cash and cash equivalents at beginning of period
|
| | |
|
265,933
|
| | | | | 99,330 | | |
Impact of changes in exchange rates on held cash balances in foreign currency
|
| | | | (34,467) | | | | |
|
2,693
|
| |
Cash and cash equivalents at end of period
|
| | |
|
242,760
|
| | | | | 283,218 | | |
| | |
For the nine months period ended
|
| |||||||||
| | |
September 30 2022
|
| |
September 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex A—Adjustments Required to Present | | | | | | | | | | | | | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Income and expenses not associated with cash flows: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
28,813
|
| | | | | 14,394 | | |
Finance expenses in respect of project finance loans
|
| | |
|
39,464
|
| | | | | 22,002 | | |
Finance expenses in respect of loans from non-controlling interests
|
| | |
|
1,009
|
| | | | | 921 | | |
Finance expenses in respect of contingent consideration
|
| | |
|
(15,507)
|
| | | | | 810 | | |
Fair value changes of financial assets measured at fair value through
profit or loss |
| | |
|
(2,600)
|
| | | | | (1,854) | | |
Share-based payment
|
| | |
|
7,533
|
| | | | | 1,814 | | |
Deferred taxes
|
| | |
|
4,580
|
| | | | | 1,169 | | |
Finance income from contract asset in respect of concession arrangements
|
| | |
|
(14,573)
|
| | | | | (19,250) | | |
Interest income from loans to investees
|
| | |
|
(863)
|
| | | | | (1,171) | | |
Exchange differences and others
|
| | |
|
(528)
|
| | | | | 917 | | |
Finance expenses in respect of lease liability
|
| | |
|
1,401
|
| | | | | 894 | | |
Company’s share in losses of investee partnerships
|
| | |
|
72
|
| | | | | 170 | | |
Finance expenses (income) in respect of forward transaction
|
| | |
|
3,835
|
| | | | | (87) | | |
| | | |
|
52,636
|
| | | | | 20,729 | | |
Changes in assets and liabilities items: | | | | | | | | | | | | | |
Decrease (increase) in other receivables
|
| | |
|
(4,253)
|
| | | | | 2,102 | | |
Increase in trade receivables
|
| | |
|
(27,022)
|
| | | | | (7,558) | | |
Increase (decrease) in other payables
|
| | |
|
14,892
|
| | | | | (7,861) | | |
Increase (decrease) in trade payables
|
| | |
|
(536)
|
| | | | | 373 | | |
Increase in provisions for employees
|
| | | | — | | | | | | 156 | | |
| | | |
|
(16,919)
|
| | | | | (12,788) | | |
| | | |
|
35,717
|
| | | | | 7,941 | | |
| | |
For the nine months period ended
|
| |||||||||
| | |
September 30 2022
|
| |
September 30 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
| | |
USD in thousands
|
| |
USD in thousands
|
| ||||||
Annex B—Acquisition of Newly Consolidated Companies: | | | | | | | | | | | | | |
Working capital (except for cash and cash equivalents)
|
| | |
|
88
|
| | | | | (42,905) | | |
Fixed assets, net
|
| | |
|
—
|
| | | | | 122,128 | | |
Intangible assets
|
| | |
|
1,659
|
| | | | | 154,714 | | |
Financial liabilities at fair value through profit or loss
|
| | |
|
—
|
| | | | | (82,082) | | |
Deferred borrowing costs
|
| | |
|
—
|
| | | | | 5,738 | | |
Deferred costs in respect of projects
|
| | |
|
306
|
| | | | | 109,966 | | |
Investment in investee
|
| | |
|
—
|
| | | | | (39,803) | | |
Loan to investee
|
| | |
|
—
|
| | | | | (24,512) | | |
Deferred taxes
|
| | |
|
—
|
| | | | | 26 | | |
Loan from non-controlling interests
|
| | |
|
—
|
| | | | | (23,551) | | |
Non-controlling interests
|
| | |
|
—
|
| | | | | (22,590) | | |
Right-of-use asset and lease liability, net
|
| | |
|
—
|
| | | | | (634) | | |
Total consideration which was paid after deducting cash (cash surplus upon consolidation) in consolidated companies
|
| | | | 2,053 | | | | |
|
156,495
|
| |
| | |
Representative exchange rate of the
|
| |
CPI (*)
|
| ||||||||||||||||||||||||
| | |
EUR
|
| |
NIS
|
| |
HUF
|
| |
HRK
|
| |
Known
CPI |
| |||||||||||||||
| | |
(To USD 1)
|
| |
In points
|
| ||||||||||||||||||||||||
Date of the financial statements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of September 30, 2022
|
| | |
|
0.984
|
| | | |
|
0.28
|
| | | |
|
0.0023
|
| | | |
|
0.131
|
| | | |
|
109.1
|
| |
As of December 31, 2021
|
| | | | 1.132 | | | | | | 0.32 | | | | | | 0.0032 | | | | | | 0.150 | | | | | | 104.5 | | |
Rates of change:
|
| | | | % | | | | | | % | | | | | | % | | | | | | % | | | | | | % | | |
For the nine months period ended: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of September 30, 2022
|
| | |
|
(13.1)
|
| | | |
|
(12.5)
|
| | | |
|
(28.1)
|
| | | |
|
(12.7)
|
| | | |
|
4.4
|
| |
As of September 30, 2021
|
| | | | (5.7) | | | | | | (0.4) | | | | | | (4.5) | | | | | | (5.2) | | | | | | 2.2 | | |
| | |
For the nine months period
ended September 30 |
| |
For the three months period
ended September 30 |
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Sale of electricity
|
| | |
|
118,699
|
| | | | | 53,399 | | | | | | 52,484 | | | | | | 18,007 | | |
Operation of facilities
|
| | |
|
5,538
|
| | | | | 8,981 | | | | | | 1,527 | | | | | | 2,447 | | |
Construction services
|
| | |
|
—
|
| | | | | 2,640 | | | | | | — | | | | | | 683 | | |
Management and development fees
|
| | |
|
7,066
|
| | | | | 2,404 | | | | | | 2,353 | | | | | | 1,635 | | |
Total
|
| | |
|
131,303
|
| | | | | 67,424 | | | | | | 56,364 | | | | | | 22,772 | | |
| | |
As of September 30, 2022 (unaudited)
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Fair value of items which are periodically measured at fair value:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or loss
|
| | |
|
32,125
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
32,125
|
| |
Contracts in respect of forward transactions
|
| | |
|
—
|
| | | |
|
3,287
|
| | | |
|
—
|
| | | |
|
3,287
|
| |
Interest rate swaps
|
| | |
|
—
|
| | | |
|
81,115
|
| | | |
|
—
|
| | | |
|
81,115
|
| |
Non-marketable shares measured at fair value through profit or loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
34,108
|
| | | |
|
34,108
|
| |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions to peg electricity prices swap (CFD differences contract)
|
| | |
|
—
|
| | | |
|
(81,976)
|
| | | |
|
—
|
| | | |
|
(81,976)
|
| |
Contracts in respect of forward transactions
|
| | | | | | | | |
|
(820)
|
| | | | | | | | | |
|
(820)
|
| |
Performance-based (“earn out”) contingent consideration
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
(46,664)
|
| | | |
|
(46,664)
|
| |
| | |
As of December 31, 2021 (audited)
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
Fair value of items which are periodically measured at fair value:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial assets measured at fair value through profit or loss
|
| | | | 39,364 | | | | | | — | | | | | | — | | | | | | 39,364 | | |
Contracts in respect of forward transactions
|
| | | | — | | | | | | 9,998 | | | | | | — | | | | | | 9,998 | | |
Interest rate swaps
|
| | | | — | | | | | | 7,457 | | | | | | — | | | | | | 7,457 | | |
Non-marketable shares measured at fair value through profit or loss
|
| | | | — | | | | | | — | | | | | | 28,682 | | | | | | 28,682 | | |
Financial liabilities at fair value: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps
|
| | | | — | | | | | | (2,627) | | | | | | — | | | | | | (2,627) | | |
Contracts in respect of forward transactions
|
| | | | — | | | | | | (8,831) | | | | | | — | | | | | | (8,831) | | |
Transactions to peg electricity prices swap (CFD differences contract)
|
| | | | — | | | | | | (31,352) | | | | | | — | | | | | | (31,352) | | |
Performance-based (“earn out”) contingent consideration
|
| | | | — | | | | | | — | | | | | | (61,362) | | | | | | (61,362) | | |
| | | | | |
Carrying value as of
|
| |
Fair value as of
|
| ||||||||||||||||||
| | |
Fair value
level |
| |
September 30
2022 |
| |
December 31
2021 |
| |
September 30
2022 |
| |
December 31
2021 |
| ||||||||||||
| | | | | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||
| | | | | |
(Unaudited)
|
| |
(Audited)
|
| |
(Unaudited)
|
| |
(Audited)
|
| ||||||||||||
Debentures
|
| |
Level 1
|
| | |
|
382,750
|
| | | | | 408,771 | | | | |
|
373,076
|
| | | | | 442,815 | | |
Loans from banks and other financial
institutions(1) |
| |
Level 3
|
| | |
|
599,990
|
| | | | | 355,808 | | | | |
|
647,983
|
| | | | | 411,456 | | |
Liabilities in respect of contingent consideration arrangements(1)
|
| |
Level 3
|
| | |
|
2,806
|
| | | | | 3,123 | | | | |
|
3,915
|
| | | | | 5,219 | | |
| Israel segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through solar energy in Israel, from power purchase agreements at fixed tariffs over extended periods. | |
| Central-Eastern Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy and solar energy in countries of Central-Eastern Europe, mostly at fixed tariffs over extended periods. | |
| Western Europe segment | | | — | | | Produces its revenue from the sale of the electricity which is produced through wind energy in countries of Western Europe, mostly at prices determined in the free market (willing buyer to willing seller). | |
|
Management and construction segment
|
| | — | | | Produces its revenue from the provision of management services to projects in stages of development, construction or operation, and from the provision of construction services for projects which are fully or partially owned by the Company. | |
| | |
For the nine months period ended September 30, 2022 (unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of electricity
|
| | |
|
55,883
|
| | | |
|
52,499
|
| | | |
|
31,285
|
| | | |
|
7,066
|
| | | |
|
—
|
| | | |
|
146,733
|
| |
Intercompany management revenues
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
4,298
|
| | | |
|
(4,298)
|
| | | |
|
—
|
| |
Segment Revenues
|
| | | | 55,883 | | | | | | 52,499 | | | | | | 31,285 | | | | | | 11,364 | | | | | | (4,298) | | | | | | 146,733 | | |
Reconciliation—proceeds from
sale of electricity recognized as repayment of contract asset under concession arrangement |
| | |
|
(15,430)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(15,430)
|
| |
Total Reportable Revenues
|
| | | | 40,453 | | | | | | 52,499 | | | | | | 31,285 | | | | | | 11,364 | | | | | | (4,298) | | | | | | 131,303 | | |
Adjusted Segment EBITDA
|
| | | | 47,990 | | | | | | 42,096 | | | | | | 22,132 | | | | | | 3,224 | | | | | | (13,291)(*) | | | | | | 102,151 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession
arrangements |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(15,430)
|
| |
| | |
For the nine months period ended September 30, 2022 (unaudited)
|
| ||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| |||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |||
Depreciation and amortization and share based
compensation |
| | | | | | | | | | | | | | | | | |
|
(36,346)
|
| |
Other incomes not attributed to segments
|
| | | | | | | | | | | | | | | | | |
|
17,463
|
| |
Operating profit
|
| | | | | | | | | | | | | | | | | | | 67,838 | | |
Finance income
|
| | | | | | | | | | | | | | | | | |
|
19,181
|
| |
Finance expenses
|
| | | | | | | | | | | | | | | | | |
|
(50,465)
|
| |
Share in the losses of equity-accounted investees
|
| | | | | | | | | | | | | | | | | |
|
(72)
|
| |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | 36,482 | | |
| | |
For the nine months ended September 30, 2021 (unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | | | 42,576 | | | | | | 40,670 | | | | | | 6,525 | | | | | | 5,044 | | | | | | — | | | | | | 94,815 | | |
Intercompany management and construction services revenues
|
| | | | — | | | | | | — | | | | | | — | | | | | | 7,449 | | | | | | (7,449) | | | | | | — | | |
Segment Revenues
|
| | | | 42,576 | | | | | | 40,670 | | | | | | 6,525 | | | | | | 12,493 | | | | | | (7,449) | | | | | | 94,815 | | |
Reconciliation—proceeds from sale
of electricity recognized as repayment of contract asset under concession arrangement |
| | | | (27,391) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27,391) | | |
Total Reportable Revenues
|
| | | | 15,185 | | | | | | 40,670 | | | | | | 6,525 | | | | | | 12,493 | | | | | | (7,449) | | | | | | 67,424 | | |
Segment Adjusted EBITDA
|
| | | | 37,139 | | | | | | 33,859 | | | | | | 4,912 | | | | | | 5,172 | | | | | | (9,182)(*) | | | | | | 71,900 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (27,391) | | |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (15,984) | | |
U.S. acquisition expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (6,989) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,536 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,897 | | |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (28,316) | | |
Share in the losses of equity-accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (139) | | |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,978 | | |
| | |
For the three months ended September 30, 2022 (unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | |
|
22,499
|
| | | |
|
14,553
|
| | | |
|
21,689
|
| | | |
|
2,354
|
| | | |
|
—
|
| | | |
|
61,095
|
| |
Intercompany management revenues
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,082
|
| | | |
|
(1,082)
|
| | | |
|
—
|
| |
Segment Revenues
|
| | | | 22,499 | | | | | | 14,553 | | | | | | 21,689 | | | | | | 3,436 | | | | | | (1,082) | | | | | | 61,095 | | |
Reconciliation—proceeds from sale
of electricity recognized as repayment of contract asset under concession arrangement |
| | |
|
(4,731)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(4,731)
|
| |
Total Reportable Revenues
|
| | | | 17,768 | | | | | | 14,553 | | | | | | 21,689 | | | | | | 3,436 | | | | | | (1,082) | | | | | | 56,364 | | |
Segment Adjusted EBITDA
|
| | | | 19,365 | | | | | | 11,323 | | | | | | 14,652 | | | | | | 651 | | | | | | (5,478)(*) | | | | | | 40,513 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(4,731)
|
| |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(14,204)
|
| |
Other incomes not attributed to segments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
17,463
|
| |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,041 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
5,878
|
| |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(18,802)
|
| |
Share in the losses of equity-accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,115 | | |
| | |
For the three months ended September 30, 2021 (unaudited)
|
| |||||||||||||||||||||||||||||||||
| | |
Israel
|
| |
Central-
Eastern Europe |
| |
Western
Europe |
| |
Management
and construction |
| |
Adjustments
|
| |
Total
|
| ||||||||||||||||||
| | |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| |
USD in
thousands |
| ||||||||||||||||||
Proceeds from the sale of
electricity |
| | | | 15,583 | | | | | | 12,065 | | | | | | 3,703 | | | | | | 2,319 | | | | | | — | | | | | | 33,670 | | |
Intercompany management and construction services revenues
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,888 | | | | | | (1,888) | | | | | | — | | |
Segment Revenues
|
| | | | 15,583 | | | | | | 12,065 | | | | | | 3,703 | | | | | | 4,207 | | | | | | (1,888) | | | | | | 33,670 | | |
Reconciliation—proceeds from sale
of electricity recognized as repayment of contract asset under concession arrangement |
| | | | (10,898) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,898) | | |
Total Reportable Revenues
|
| | | | 4,685 | | | | | | 12,065 | | | | | | 3,703 | | | | | | 4,207 | | | | | | (1,888) | | | | | | 22,772 | | |
Segment Adjusted EBITDA
|
| | | | 13,641 | | | | | | 9,871 | | | | | | 2,828 | | | | | | 2,210 | | | | | | (3,953)(*) | | | | | | 24,597 | | |
Reconciliations of unallocated amounts:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Repayment of contract asset under concession arrangements
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,898) | | |
Depreciation and amortization and share based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (6,383) | | |
U.S. acquisition expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,610) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,706 | | |
Finance income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,812 | | |
Finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,757) | | |
Share in the losses of equity-accounted investees
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (44) | | |
Profit before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 717 | | |
| J.P. Morgan | | |
BofA Securities
|
|
Exhibit
no. |
| |
Description
|
|
1.1* | | | Form of Underwriting Agreement | |
3.1#** | | | Articles of Association of the Registrant, as currently in effect | |
3.2** | | |
Form of Amended and Restated Articles of Association of the Registrant to be effective upon the closing of this offering
|
|
4.1** | | | Specimen share certificate of the Registrant | |
5.1* | | |
Opinion of Herzog, Fox & Neeman, counsel to the Registrant, as to the validity of the ordinary shares (including consent)
|
|
10.1#** | | | Form of Indemnification Agreement | |
10.2#** | | | 2010 Employee Option Allocation Plan | |
10.3# | | | Amendment 1 to the 2010 Employee Option Allocation Plan | |
10.4 | | | U.S. Sub-Plan to 2010 Employee Option Allocation Plan | |
10.5#** | | | Compensation Policy for Directors and Officers | |
10.6** | | |
Summary of Credit Agreement Framework, dated as of July 5, 2021 and amended on March 8, 2022, between Enlight Renewable Energy Ltd. and Bank Leumi Le-Israel B.M.
|
|
10.7** | | |
Summary of Credit Agreement Framework, dated as of July 5, 2021, between Enlight Renewable Energy Ltd. and Bank Hapoalim B.M.
|
|
21.1* | | | List of subsidiaries of the Registrant | |
23.1* | | |
Consent of Somekh Chaikin, a member firm of KPMG International, an independent registered public accounting firm
|
|
23.2* | | | Consent of Herzog, Fox & Neeman (included in Exhibit 5.1) | |
24.1* | | | Power of Attorney (included in signature page to Registration Statement) | |
107* | | | Filing Fee Table | |
| | | | Enlight Renewable Energy Ltd. | | |||
| | | | By: | | |
Name: Gilad Yavetz
Title: Chief Executive Officer |
|
|
Name
|
| |
Title
|
|
|
Gilad Yavetz
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
Nir Yehuda
|
| |
Chief Financial Officer
(Principal Financial Officer) |
|
|
Yair Seroussi
|
| | Director | |
|
Liat Benyamini
|
| | Director | |
|
Michal Tzuk
|
| | Director | |
|
Noam Breiman
|
| | Director | |
|
Shai Weil
|
| | Director | |
|
Yitzhak Betzalel
|
| | Director | |
|
Zvi Furman
|
| | Director | |
| | | | Enlight Renewable Energy LLC | | |||
| | | | By: | | |
Name:
Title: |
|
Exhibit 10.3
Amendment 1 to the Option Plan of Enlight Renewable Energy Ltd (“the Plan” and “Enlight”)
A. | Introduction: |
1. | The Company’s Board of Directors determined that the Plan will also apply to allocation of options to employees or consultants of the Company and/or its subsidiaries (direct or indirect) whose place of residence is outside Israel, except as specified explicitly in this Amendment below (“Foreign Offerees”). |
2. | Unless stated explicitly otherwise, the definitions and terms set forth in this Amendment will have the meaning given to them under the Plan. |
B. | Allocation to Foreign Offerees |
1. | If the Company allocates options to Foreign Offerees, then the provision of the Plan will apply with the following changes only: |
1.1 | The options and exercise shares will not be allocated to Foreign Offerees through the Trustee under the Plan in accordance with section 102 of the Ordinance, but the Company may appoint a party to act as the Plan coordinator for the purpose of management thereof. |
1.2 | The provisions of section 102 of the Ordinance and the rules thereunder will not apply to allocation to Foreign Offerees. |
2. | Notwithstanding the foregoing, if an Offeree may not exercise options (vested) at the time of exercise requested by him, because at that time issuance of shares by the Company would constitute a breach of the listing requirements under the Securities Law (or any other parallel law) in the country of residence of the Offeree, then the allocation will not be made until such impediment is removed, and if the impediment is not removed within 6 months, the options and any right in respect thereof will expire and the parties will examine an alternative compensation mechanism. |
C. | Subjection to the provisions of foreign law |
1. | The laws of the State of Israel will apply to all matters relating to the meaning, validity and interpretation of the Plan, also in respect of Foreign Offerees. |
2. | The Offerees will also be subject to relevant law in their place of residence, including the tax laws in their country of residence (“Destination Country”). |
3. | The options and exercise shares are not and shall not be listed for trading in the Destination Country. |
4. | No options and/or other securities shall be issued in the Destination Country as long as they require a prospectus. |
5. | The Company will act to obtain all approvals required from the relevant regulatory authorities for execution of the Plan in respect of Foreign Offerees, including in the Destination Countries, if and insofar as required. If after investment of reasonable efforts, the Company fails to obtain such regulatory approvals that the Company believes are necessary for execution of the Plan to Foreign Offerees, then the Company will be released from any responsibility. |
6. | The provisions of this Amendment above do not purport to be an authoritative interpretation of the provision of the law relating to taxes that may apply in respect of granting of the options offered to Foreign Offerees and do not constitute a substitute for legal and professional advice in this regard. As is customary with investment in securities, Offerees should weigh the different tax aspects and tax implications of their investment and consult their professional advisors, including legal and tax advice given their specific data. |
Exhibit 10.4
Execution Version
ENLIGHT RENEWABLE ENERGY LTD.
2010 EMPLOYEE OPTION Allocation Plan
U.S. SUB-PLAN
1. Purposes of the U.S. Sub-Plan. This U.S. Sub-Plan is an addendum to the Enlight Renewable Energy Ltd. (previously known as Sahar Investment Ltd.) 2010 Employee Option Allocation Plan, as amended, including the first amendment (the “Plan”), adopted by the Board to provide for the grant of Options to eligible persons in the United States or who are or may be subject to United States taxes. Options granted under the U.S. Sub-Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of the Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder, including, without limitation, the requirement that the shareholders of the Company approve this U.S. Sub-Plan, and in specific the ISO pool under Section 3 below. Any Option granted as an Incentive Stock Option at a time when the applicable requirements of Section 422 of the Code and regulations thereunder have not been met will automatically be classified as a Nonstatutory Stock Option. Terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan. Except as modified by the U.S. Sub-Plan, all provisions of the Plan shall be incorporated into the U.S. Sub-Plan as if fully set forth herein. Notwithstanding the foregoing and below, the exercise of the Options under the U.S. Sub-Plan will generally be executed through a cashless exercise mechanism according to which the Offeree will receive cash denominated in new Israeli Shekel (ILS) equivalent in value to the Shares exercised net the exercise price, withholdings and other deductions, as detailed under the Option Agreement.
2. Definitions. The following definitions shall apply to grants made pursuant to the U.S. Sub-Plan:
(a) “Administrator” means the Board or a Committee.
(b) “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable United States federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options are granted under the U.S. Sub-Plan or U.S. Offerees reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.
(c) “Board” means the Board of Directors of the Company.
(d) “California Offeree” means an U.S. Offeree whose Option and/or Conversion Shares are issued in reliance on Section 25102(o) of the California Corporations Code.
(e) “Cause” for Termination of Employment means “Cause” as defined in the employment agreement between an Offeree and the Company or a Related Company, or if an Offeree does not have such and employment agreement, means a conviction in a judgment of embezzlement, theft, or another offense involving dishonor; a commitment of a serious breach of discipline; and/or a court or quasi-judicial court ruling that the Offeree breached his or her fiduciary duty towards the Company or a Related Company.
(f) “Code” means the United States Internal Revenue Code of 1986, as amended.
(g) “Committee” means a committee of directors or other individuals satisfying Applicable Laws appointed by the Board to administer the U.S. Sub-Plan in accordance with Section 5 below.
(h) “Company” means Enlight Renewable Energy Ltd., an Israeli company (no. 520041146), formerly known as Sahar Investment Ltd.
(i) “Disability” means “disability” within the meaning of Section 22(e)(3) of the Code.
(j) “Employee” means any person employed by the Company or a Related Company, with the status of employment determined pursuant to such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including the Code.
(k) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
(l) “Fair Market Value” means, as of any date, the per share fair market value of the Shares, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to U.S. Offerees. Whenever possible, the determination of Fair Market Value for an applicable date shall be based upon the per share closing price for the Shares on the Stock Exchange on which they are listed, if any, as reported in such source as the Administrator deems reliable. The determination of Fair Market Value may be based on any reasonable method permitted under Section 409A of the Code, including, without limitation, by using the average trading price over a period of days; provided that the number of days does not exceed 30 calendar days.
(m) “Incentive Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive stock option within the meaning of Section 422 of the Code.
(n) “Nonstatutory Stock Option” means an Option that is not intended to, or does not, in fact, qualify as an Incentive Stock Option.
(o) “Officer” means a non-Employee officer of the Company or a Related Company.
(p) “Option” means an Option (as defined in the Plan), which is granted pursuant to the U.S. Sub-Plan.
(q) “Option Agreement” means an Option Agreement used by the Administrator to grant Options under the U.S. Sub-Plan.
(r) “Parent” means any company (other than the Company) in an unbroken chain of companies ending with the Company if, at the time of grant of the Option, each of the companies other than the Company owns shares or interests possessing 50% or more of the total combined voting power of all classes of shares or interests in one of the other companies in such chain. A company that attains the status of a Parent on a date after the adoption of the U.S. Sub-Plan shall be considered a Parent commencing as of such date.
(s) “Section 409A of the Code” means Section 409A of the Code and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.
(t) “Securities Act” means the United States Securities Act of 1933, as amended.
(u) “Share” means an ordinary share of the Company, as adjusted in accordance with the Plan and the U.S. Sub-Plan, including any addendum thereto.
-2-
(v) “Stock Exchange” means any stock exchange or consolidated share price reporting system on which prices for the Shares are quoted at any given time.
(w) “Subsidiary” means any company (other than the Company) in an unbroken chain of companies beginning with the Company if, at the time of grant of the Option, each of the companies other than the last company in the unbroken chain owns shares or interests possessing 50% or more of the total combined voting power of all classes of shares or interests in one of the other companies in such chain. A company that attains the status of a Subsidiary on a date after the adoption of the U.S. Sub-Plan shall be considered a Subsidiary commencing as of such date.
(x) “Tax-Related Items” means any or all applicable national, local or other income tax, social insurance or other social contributions, national insurance, social security, payroll tax, fringe benefits tax, payment on account, withholding, required deductions or payments or other tax-related items.
(y) “Ten Percent Holder” means a person who owns shares or interests representing more than 10% of the voting power of all classes of shares or interests of the Company or any Parent or Subsidiary measured as of an Option’s date of grant.
(z) “U.S. Offeree” means an Offeree who is granted an Option under the U.S. Sub-Plan.
(aa) “U.S. Sub-Plan” means this addendum to the Enlight Renewable Energy Ltd. 2010 Employee Option Allocation Plan, as amended.
3. Effectiveness and Term. The U.S. Sub-Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of 10 years from such date unless sooner terminated pursuant to the Plan. If and to the extent required under Applicable Laws, the U.S. Sub-Plan shall be subject to the approval of the Company’s shareholders within 12 months before or after this U.S. Sub-Plan is adopted by the Board, in the manner and to the degree required under Applicable Laws.
4. Shares Subject to the U.S. Sub-Plan. Subject to the provisions of Section 8 below, the maximum aggregate number of Shares that may be issued under the U.S. Sub-Plan is 14,193,187 Shares, all of which Shares may be issued under the U.S. Sub-Plan pursuant to Incentive Stock Options and which are the same Shares that are reserved for issuance under the Plan. The Shares issued under the U.S. Sub-Plan may be authorized, but unissued, or reacquired Shares. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unissued Shares that were subject thereto shall, unless the U.S. Sub-Plan shall have been terminated, continue to be available under the U.S. Sub-Plan for issuance pursuant to future Options. In addition, any Shares which are retained by the Company upon exercise of an Option in order to satisfy the exercise or purchase price for such Option or any withholding taxes due with respect to such Option shall be treated as not issued and shall continue to be available under the U.S. Sub-Plan for issuance pursuant to future Options. Shares issued under the U.S. Sub-Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares shall again be available for future grant under the U.S. Sub-Plan. Notwithstanding the foregoing, subject to the provisions of Section 8 below, in no event shall the maximum aggregate number of Shares that may be issued under the U.S. Sub-Plan pursuant to Incentive Stock Options exceed the number set forth in the first sentence of this Section 4 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that again become available for issuance pursuant to the remaining provisions of this Section 4.
-3-
5. Administration of the U.S. Sub-Plan.
(a) General. The U.S. Sub-Plan shall be administered by the Board, a Committee appointed by the Board, or any combination thereof, as determined by the Board in compliance with Applicable Laws, including (if applicable), Rule 16b-3 promulgated under the Exchange Act.
(b) Additional Powers of the Administrator. Subject to the provisions of the U.S. Sub-Plan, in addition to the powers provided in the Plan, the Administrator shall have the authority, in its sole discretion:
(i) To determine Fair Market Value in accordance with Section 2(l) above.
(ii) To allocate Options.
(iii) To approve Option Agreements (and forms of Option Agreements) to be used under the U.S. Sub-Plan.
(iv) To prescribe, amend or rescind rules and regulations relating to the U.S. Sub-Plan, including adopting addenda to the U.S. Sub-Plan, as it may consider necessary or appropriate for the purpose of granting Options to U.S. Offerees, which Options may contain such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom (including those applicable U.S. Offerees who do not reside in the United States), which may deviate from the terms and conditions set forth in this U.S. Sub-Plan. Such rules and regulations shall supersede the terms of the U.S. Sub-Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms of the U.S. Sub-Plan as in effect for any other purpose.
(v) To correct any defect, supply any omission or reconcile any inconsistency in Plan, the U.S. Sub-Plan and any Option Agreement.
(vi) To amend any outstanding Option, Option Agreement or agreement related to any Conversion Shares, provided that no amendment shall be made that would materially and adversely affect the rights of any U.S. Offeree without his or her consent, unless otherwise required by Applicable Laws.
(vii) To grant more than one Option to an U.S. Offeree and to allow an Option to be partially exercised, in each case without the cancellation of the prior Option allocation or requiring a new Option Agreement to be entered into.
(viii) To construe and interpret the terms of the U.S. Sub-Plan, any Option Agreement, and any agreement related to any Conversion Shares, which constructions, interpretations and decisions shall be final and binding on all U.S. Offerees.
6. Options.
(a) Type of Option; Eligibility. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Nonstatutory Stock Options may be granted to U.S. Offerees who are Employees and Officers. Incentive Stock Options may only be granted to U.S. Offerees who are Employees of the Company, a Parent or a Subsidiary.
-4-
(b) Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than 10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be 5 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. The “date of grant” of an Option is the date on which the Administrator effectively grants the Option, or such other date the Administrator determines.
(c) Exercise Price. The per Share “exercise price” (i.e. the Conversion Price) for the Shares to be issued pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:
(i) In the case of an Incentive Stock Option:
(A) Granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value on the date of grant.
(B) Granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value on the date of grant.
(ii) Except as provided in subsection (iii) below, in the case of a Nonstatutory Stock Option, the per Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code.
(d) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.
(e) Procedures and Requirements for Exercise. Notwithstanding the foregoing and below, the exercise of the Options under the U.S. Sub-Plan and the Plan will generally be executed in accordance with a net-exercise mechanism, according to which the exercise of the Options into cash denominated in new Israeli Shekel (ILS) equivalent in value to shares shall be performed through a cashless exercise mechanism, as detailed under the Option Agreement. An Option shall be exercised in such manner and in accordance with such terms and conditions as provided in the Plan, this U.S. Sub-Plan and the Option Agreement. Notwithstanding any other provision of the U.S. Sub-Plan or any agreement entered into by the Company pursuant to the U.S. Sub-Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Conversion Shares under the U.S. Sub-Plan unless such issuance or delivery would comply with the Plan, the U.S. Sub-Plan, the Option Agreement, Company policies and Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel.
(f) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator in accordance with Applicable Laws (and, in the case of an Incentive Stock Option and to the extent otherwise required by Applicable Laws, shall be determined at the time of grant).
-5-
(g) Incentive Stock Options.
(i) USD $100,000 Limitation. Notwithstanding any designation under Section 6(a) above, to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any U.S. Offeree during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds USD $100,000, such excess options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(f), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such option.
(ii) Non-Transferability. Incentive Stock Options may not be sold, pledged, encumbered, assigned, hypothecated, or disposed of or otherwise transferred in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary (if such designation is permitted by the Administrator) by a U.S. Offeree will not constitute a transfer. An Option may be exercised during the lifetime of an U.S. Offeree, only by such U.S. Offeree.
(iii) Post-Termination Exercises. To the extent that an Option is otherwise treated as an Incentive Stock Option, and despite anything to the contrary in the Plan, to retain treatment as an Incentive Stock Option, the Option must be exercised within three (3) months after an U.S. Offeree’s Termination of Employment, unless such Termination of Employment is due to the U.S. Offeree’s death or Disability, in which case the Option must be exercised within twelve (12) months after such Termination of Employment. In the event of an U.S. Offeree’s death within 3 months following the U.S. Offeree’s Termination of Employment, to retain treatment as an Incentive Stock Option, the Option must be exercised within twelve (12) months following such date of death.
7. Taxes.
(a) Withholding Requirements. Prior to the delivery of any Conversion Shares pursuant to the exercise of an Option or prior to any time the Option or Conversion Shares are subject to Tax-Related Items, the Company and/or the Related Company who is the U.S. Offeree’s employer will have the power and the right to deduct or withhold, or require an U.S. Offeree to remit to the Company or a Related Company, an amount sufficient to satisfy any Tax-Related Items or other items required to be withheld or deducted or are otherwise applicable with respect to such Option or Conversion Shares. The Company shall not be required to issue any Conversion Shares under the U.S. Sub-Plan until such obligations are satisfied.
(b) Payment of Tax-Related Items. The Administrator, in its sole discretion and pursuant to such procedures as it may specify, may permit an U.S. Offeree (or in the case of the U.S. Offeree’s death, the person holding or exercising the Option) to satisfy all or part of his or her Tax-Related Items by such methods as are determined by the Administrator in accordance with Applicable Laws, the Plan, the U.S. Sub-Plan and specified in the Option Agreement (and, in the case of an Incentive Stock Option and to the extent otherwise required by Applicable Laws, as shall be determined at the time of grant). The Fair Market Value of the Shares to be withheld or delivered will be determined based on such methodology that the Company deems to be reasonable and in accordance with Applicable Laws. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions of Applicable Laws, including, but not limited to, any restrictions required by rules of the United States Securities and Exchange Commission.
(c) Compliance With Section 409A of the Code. Except as otherwise specifically determined in the sole discretion of the Administrator, Options will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code such that the grant and exercise will not be subject to the additional tax or interest applicable under Section 409A of the Code. The U.S. Sub-Plan and each Option and Option Agreement under the U.S. Sub-Plan are intended to meet the requirements of Section 409A of the Code (or an exemption therefrom) and will be construed and interpreted in accordance with such intent. To the extent that the grant of an Option or the exercise thereof, is subject to Section 409A of the Code, the Option will be granted, exercised or otherwise administered in such a manner that will meet the requirements of Section 409A of the Code (or an exemption therefrom), such that the grant, exercise or administration will not be subject to the additional tax or interest applicable under Section 409A of the Code. In no event will the Company or any Related Company be responsible for or reimburse an U.S. Offeree for any taxes, interest or other penalties incurred as a result of applicable of Section 409A of the Code or any state law of similar effect.
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8. Adjustments Upon Changes in Capitalization. Notwithstanding any provision of the Plan, including section 8 of the Plan, no adjustment shall be made (including adjustment for dividends, bonus shares or other rights for which the record date is earlier than the date the Option has been exercised) to the terms or conditions of an Option under the terms of the Plan unless the adjustment would not otherwise cause adverse tax consequences to the Offeree under Section 409A of the Code.
9. Amendment and Termination of the U.S. Sub-Plan. The Board may at any time amend or terminate the U.S. Sub-Plan, but no amendment or termination shall be made that would materially and adversely affect the rights of any U.S. Offeree under any outstanding Option without his or her consent, unless otherwise required by Applicable Laws. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain approval of holders of capital shares with respect to any U.S. Sub-Plan amendment in such a manner and to such a degree as is required under Applicable Laws. Termination of the U.S. Sub-Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the U.S. Sub-Plan prior to the date of such termination.
10. Conditions Upon Issuance of Shares. As a condition to the vesting or exercise of an Option or the issuance of the Conversion Shares, the Company may require the U.S. Offeree to make certain representations and agreements at the time such vesting, exercise or issuance (including agreements to delay the exercise of an Option), that such U.S. Offeree is in compliance with the terms and conditions of the U.S. Sub-Plan, the Plan, the Option Agreement, the Company’s policies and/or Applicable Laws or to ensure such compliance. Notwithstanding any other provision of the U.S. Sub-Plan or any agreement entered into by the Company pursuant to the U.S. Sub-Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the U.S. Sub-Plan unless such issuance or delivery would comply with such terms and conditions, policies and Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
11. Approvals and Information to U.S. Offerees. To the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain any approvals and provide any such additional information to U.S. Offerees in such a manner and to such a degree as required by Applicable Laws. In the event the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act, to all holders of Options in accordance with the requirements thereunder until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree to keep the information to be provided pursuant to this Section confidential. If the holder does not agree to keep the information to be provided pursuant to this Section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) of the Exchange Act.
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CALIFORNIA ADDENDUM
U.S. Sub-Plan
(California Offerees)
This California Addendum applies to U.S. Offerees whose Option and/or Conversion Shares are issued in reliance on Section 25102(o) of the California Corporations Code (“California Offerees”). Terms used herein but not otherwise defined shall have the respective meanings assigned to them in the U.S. Sub-Plan.
1. Notwithstanding anything stated to the contrary, the grant of the Option, the exercise of an Option and the issuance of Conversion Shares to a California Offeree must be exempt from registration under the Securities Act pursuant to Rule 701 promulgated under the Securities Act (“Rule 701”).
2. The following rules shall apply to an Option in the event of a California Offeree’s Termination of Employment:
(a) If such Termination of Employment was for reasons other than death, “Permanent Disability” (as defined below), or Cause, the California Offeree shall have at least 30 days after the Date of Termination of Employment to exercise his or her Option to the extent the California Offeree is entitled to exercise the Option on his or her Date of Termination of Employment, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Option Agreement.
(b) If such termination was due to death or Permanent Disability, the California Offeree shall have at least 6 months after the Date of Termination of Employment to exercise his or her Option to the extent the California Offeree is entitled to exercise the Option on his or her Date of Termination of Employment, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Option Agreement.
“Permanent Disability” for purposes of this California Addendum shall mean the inability of the California Offeree, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the California Offeree’s position with the Company or Related Company because of the sickness or injury of the California Offeree.
3. Notwithstanding anything to the contrary in Section 8 of the U.S. Sub-Plan, the Administrator shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code.
4. Notwithstanding anything to the contrary, no Option shall be exercisable on or after the 10th anniversary of the date of grant and any Option Agreement shall terminate on or before the 10th anniversary of the date of grant.
5. Notwithstanding anything stated to the contrary, no Option may not be sold, pledged, encumbered, assigned, hypothecated, or disposed of or otherwise transferred in any manner other than by will or by the laws of descent or distribution, to a revocable trust, or as permitted by Rule 701.
6. Notwithstanding anything stated to the contrary, the U.S. Sub-Plan must be approved by a majority of the outstanding securities entitled to vote of the Company by the later of (a) within twelve (12) months before and after the U.S. Sub-Plan is adopted by the Board, or (b) prior to or within twelve (12) months of the granting of options or issuance of securities in California (under all Company plans and agreements) to greater than 35 California Offerees.