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United States securities and exchange commission logo
September 21, 2022
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.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September
8, 2022
CIK No. 0001922641
Dear Mr. Yavetz:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted on
September 8, 2022
Prospectus Summary
Overview, page 1
1. We note the definition
for annualized unlevered consolidated return on invested capital for
your operational
projects added in response to prior comment 3. Since the calculation of
this measure is derived
by summing Segment Adjusted EBITDA for three of your
reportable segments,
please tell us your consideration of whether this disclosure represents
a non-IFRS measure.
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany 21,
September NameEnlight
2022 Renewable Energy Ltd.
September
Page 2 21, 2022 Page 2
FirstName LastName
The Offering, page 14
2. We note your disclosure that all information in the prospectus assumes
or gives effect to a
10 for 1 reverse split of your ordinary shares. However, we note no
difference to your per
share information compared to your previous submission. Please clarify
how you have
presented this reverse split.
Our amended and restated articles of association to be effective upon the
closing of this offering,
page 55
3. We note your response to prior comment 10. You state at page 55 that
your Israeli Forum
Provisions would not apply to claims brought pursuant to the
Securities Act or the
Exchange Act. Please make sure your amended and restated articles of
association also
states this clearly. Please also advise whether there is uncertainty
as to whether a court
would enforce your Israeli Forum Provisions. If so, please revise your
risk factor
accordingly.
Use of Proceeds, page 58
4. We note your response to prior comment 11 and reissue it. We note your
disclosure that
you intend to use the majority of the net proceeds from this offering
for future project
equity financing; that the remaining net proceeds from the offering
will be used for
working capital purposes and general corporate purposes; and that you
may also use a
portion of the proceeds to acquire or invest in businesses, however,
you do not have
agreements or commitments for any material acquisitions or investments
at this
time. Please revise to more specifically identify the principal
intended uses of the net
proceeds and provide the estimated amounts you intend to allocate to
each identified
purpose. If you do not have a current specific plan for the proceeds
of this offering, please
state this explicitly and discuss the principal reasons for the
offering. Refer to Item
3.C.1 of Form 20-F.
Capitalization, page 60
5. Please remove the netting effects of cash and cash equivalents from
your total
capitalization so that it presents a total of the debt and equity
components of the
company s capitalization.
Management's discussion and analysis of financial condition and results of
operations
Segment information
Reconciliation of Non-IFRS Financial Information, page 76
6. We note that the adjustment for Proceeds from the sale of
electricity recognized as
Financial Assets Payments used to derive both Segment Revenue and
Total Segment
Revenues represents an allocation of consideration for the recovery of
contract assets in
respect of concession arrangements in accordance with IFRIC 12. Since
this adjustment
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany 21,
September NameEnlight
2022 Renewable Energy Ltd.
September
Page 3 21, 2022 Page 3
FirstName LastName
does not appear to reflect revenue from contracts with customers
accounted for in
accordance with IFRS 15, it may substitute individually tailored
recognition and
measurement methods for those of IFRS. Refer to Question 100.04 of
Non-GAAP
Financial Measures Compliance and Disclosure Interpretations and tell
us why this
adjustment is appropriate.
7. Similar to the above comment, please tell us why you believe it is
appropriate to include
the adjustment for Proceeds from the sale of electricity recognized
as Financial Assets
Payments to derive Total Segment Adjusted EBITDA. In this regard,
it appears this non-
IFRS adjustment is for an amount that is not part of your operating
results. Tell us how
your reconciliation of Total Segment Adjusted EBITDA is consistent
with Item 10(e)(2)
of Regulation S-K.
Liquidity and capital resources
Financing our project origination initiatives, corporate overhead and holding
company bond
repayments, page 79
8. We note your disclosure that you had no outstanding equity financing
commitments for
projects that had reached financial close, except for projects
identified in Israel and in
Hungary. Please revise to clarify the nature of the two projects
identified as the
exceptions.
Financial statements as of December 31, 2021
Consolidated statements of changes in equity, page F-7
9. For clarity, please revise to present a total column for Capital
reserves. Alternatively,
provide the investor with an understanding that the six middle columns
sum to total
Capital reserves as reflected on the statements of financial position.
Additionally, center
the title of Capital Reserves above the six columns.
Consolidated statements of cash flows, page F-9
10. Please explain to us why you believe it is appropriate to classify the
Repayment of
contract assets and Finance income in respect of contract asset as an
operating activity as
opposed to an investing or financing activity, respectively. As part
of your response,
please identify the authoritative guidance that supports your
classification.
Notes to the financial statements as of December 31, 2021
Note 2 - Significant accounting policies
I. Deferred costs in respect of projects, page F-19
11. We note from your response to prior comment 13 that you account for
deferred costs in
respect of projects in accordance with IAS 16. Please clarify for us
why you have not
included these costs, which appear akin to construction in progress,
within Fixed Assets.
In addition, please further revise your accounting policy to explain
how you account for
these costs upon the commencement of project operations.
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany 21,
September NameEnlight
2022 Renewable Energy Ltd.
September
Page 4 21, 2022 Page 4
FirstName LastName
Q. Revenue recognition, page F-27
12. We note the revisions you made in response to prior comment 27.
However, it appears
that further revisions are necessary by each revenue stream to address
the disclosure
requirements in IFRS 15, including paragraphs 119 through 126. In this
regard, without
limitation, we are unable to locate, by each revenue stream, when
performance obligations
are satisfied, the timing of that satisfaction, significant payment
terms, whether you have
performance obligations that are unsatisfied or partially unsatisfied
as of the end of the
reporting period. Alternatively, tell us where this disclosure is
provided, by each revenue
stream, or why this disclosure is not necessary.
Note 8 - Investments in investee entities
C. Investment in associate entities, page F-44
13. We note from your response to prior comment 28 that all of your equity
method
investments were in loss positions as at December 31, 2021. Please
revise your disclosure
to address the requirement in IFRS 12.22(c) or tell us why this
disclosure is not necessary.
Note 15 - Debentures, page F-58
14. We note from your response to prior comment 31 that you have not
recorded a derivative
liability component with respect to your Series C convertible
debentures. Based on the
conversion terms described on page F-61, we note that the unpaid
principal balance is not
convertible into a fixed amount of ordinary shares because of the
different conversion
terms at the date of conversion. Please clarify for us why you do not
believe there is an
embedded derivative in these debentures.
Note 28 - Operating segments, page F-84
15. We note from your response to prior comment 7 and revised disclosure
on page 75 that
Segment Adjusted EBITDA is the measure of profitability for each
reportable segment
used by the CODM. However, we note that certain descriptions in this
footnote appear to
describe multiple measures of profitability, which does not appear
consistent with IFRS
8.26. For instance, we note disclosure referring to i) the CODM s
evaluation of results
distinguished between geographical location and arrangements which
apply to various
projects, and ii) a set of reports based on evaluation of solar power
systems as fixed asset
items which generate electricity revenues and not as contract assets.
These descriptions
are then followed by the statement that the results of the segments
are also based on the
Company s segment adjusted EBITDA. [Emphasis added] Please
provide clarification
with regards to the identification of your measure of segment
profitability per IFRS 8.26.
16. In addition to the above, we note your presentation of Segment
Revenues differs from
Reportable Revenues for the Israel segment and for total consolidated
revenues. Tell us
how the presentation of multiple measures of revenues from external
customers is
consistent with IFRS 8.23.
Gilad Yavetz
Enlight Renewable Energy Ltd.
September 21, 2022
Page 5
Interim condensed consolidated financial statements
Condensed consolidated statements of income and other comprehensive income,
page F-112
17. Please revise this statement to present your per share amounts rounded
to the nearest cent
(i.e., using only two decimal points), in order not to imply a greater
degree of precision
than exists.
Notes to the condensed consolidated financial statements as of June 30, 2022,
page F-120
18. Please revise to include disclosure of the disaggregation of revenue
from contracts with
customers required by IFRS 15.114-115. Refer to IAS 34.16A(l).
Note 4 - Significant transactions and events during the reporting period
I. Change of estimate in the accounting treatment of the Halutziot project,
page F-124
19. We note your conclusion in the second quarter of 2022 that the
Halutziot facility is no
longer under the scope of IFRIC 12. Please provide us with an analysis
to support your
change in accounting treatment.
Exhibits
20. We note your response to prior comment 18 and reissue in part. Please
file the credit
facility agreements with Bank Hapoalim Ltd. and Bank Leumi Le-Israel
Ltd. as exhibits to
your registration statement or provide a more detailed analysis
explaining why it is not
necessary.
General
21. We note your response to prior comment 36. However, we note disclosure
in the interim
period financial statements that reflect financial information in a
transaction currency
only. As one example, disclosure on page F-123 discloses consideration
from issuance of
FirstName LastNameGilad Yavetz
shares and debentures on an NIS basis only. Please further review your
submission, and
Comapany NameEnlight
where Renewable
applicable, revise Energy
to present Ltd. in U.S. dollars or present
the translated U.S.
amounts
dollar
September 21,amount parenthetically.
2022 Page 5
FirstName LastName
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany 21,
September NameEnlight
2022 Renewable Energy Ltd.
September
Page 6 21, 2022 Page 6
FirstName LastName
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 Loan Lauren Nguyen, Legal Branch Chief, at (202)
551-3642
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Joshua G. Kiernan