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United States securities and exchange commission logo
January 30, 2023
Gilad Yavetz
Chief Executive Officer and Director
Enlight Renewable Energy Ltd.
13 Amal St. Afek Industrial Park,
Rosh Ha ayin, Israel
Re: Enlight Renewable
Energy Ltd.
Registration
Statement on Form F-1
Filed January 20,
2023
File No. 333-269311
Dear Gilad Yavetz:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed January 20, 2023
Summary
Overview, page 1
1. With regard to your
disclosure on pages 2 and 90 of an annualized ratio computed with an
amount for invested
capital in projects that were operational as of July 1, 2022, please tell
us how you define the
invested capital used as the denominator of the ratio. In addition,
expand the disclosure
regarding the rationale for your annualization of a three month
period to address why
you do not deem seasonality to be a factor that should be
considered in the
calculation of this ratio. In this regard, we note disclosure on page 67
that addresses why
seasonality is mitigated in your circumstances.
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany
January 30,NameEnlight
2023 Renewable Energy Ltd.
January
Page 2 30, 2023 Page 2
FirstName LastName
Recent events, page 4
2. We note you have identified here and on page 106, the acquisition of
greenfield
development rights in Serbia and Italy as significant events that
occurred in December
2022. Please revise to disclose the financial effect of these
transactions or otherwise
advise.
Management's discussion and analysis of financial condition and results of
operations
Overview and business, page 65
3. We note the addition of disclosure describing an average profit per
kilowatt earned by
Clenera prior to your ownership here and on page 93. However, it is
not clear that
quantification of a historical average profit in this manner is useful
to the investor without
appropriate context. Please revise to describe how this average profit
has been
calculated and the time frame it covers.
Significant factors and trends affecting our business
Rising power prices across Europe and the United States, page 66
4. We note the addition of disclosure stating that in the third
quarter of 2022, our first
operational quarter for project Gecama in Spain, we sold electricity
at an average net price
of EUR 103 per MWh. Please revise to provide further context to
your discussion
surrounding an average net price.
Notes to the financial statements as of December 31, 2021
Note 28 - Operating segments, page F-84
5. We note the analysis you provided as it relates to your presentation
of Segments
Revenues in response to prior comment 16 in our letter dated September
21, 2022, prior
comment 3 in our letter dated December 5, 2022, and the additional
information you
provided to us over the phone. However, based on the guidance in IFRS
8, Operating
Segments, we object to the Company s presentation of Segments
Revenues within the
segment footnote, specifically the inclusion of Proceeds from the
sale of electricity, as
IFRS 8.23(a) requires disclosure of revenues from external
customers, which does not
permit disclosure of amounts that are not revenue recognized in the
current period. Please
revise your segment disclosures accordingly.
General
6. Please update your executive compensation disclosures to include any
compensation paid
for the fiscal year ended December 31, 2022. Refer to Form F-1 and
Item 6.B of Form 20-
F for guidance.
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany
January 30,NameEnlight
2023 Renewable Energy Ltd.
January
Page 3 30, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or
Kimberly
Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions
regarding
comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff
Attorney, at (202) 551-8749 or Irene Barberena-Meissner, Staff Attorney, at
(202) 551- 6548
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Joshua G. Kiernan