DORI ENERGY INVESTMENT AGREEMENT English summary of Hebrew version1
Exhibit 4.15
XXXX ENERGY INVESTMENT AGREEMENT
English summary of Hebrew version1
1. Preliminary Note
The Investment Agreement (the “Investment Agreement”) among U. Xxxx Group Ltd. (“Xxxx”), U. Xxxx Energy Infrastructures Ltd. (“Xxxx Energy”) and Ellomay Clean Energy Ltd. (“Ellomay Energy”) was executed on November 25, 2010.
Xxxx Energy is a private Israeli company and a subsidiary of Xxxx. The Investment Agreement provides for the issuance to Ellomay Energy, following the fulfillment of certain conditions precedent set forth in the Investment Agreement, of ordinary shares of Xxxx Energy which constitute forty percent (40%) of Xxxx Energy’s issued and outstanding share capital on a fully diluted basis, in consideration for NIS fifty million (50,000,000). This transaction was consummated on January 27, 2011.
2. Main content of the agreement
Ellomay Energy was granted with a call option (the "Option") to increase its holdings in Xxxx Energy, subject to certain terms and conditions which are set forth in the Investment Agreement, to up to fifty percent (50%) of Xxxx Energy's issued and outstanding share capital on a fully diluted basis. The price applicable to the exercise of the Call Option is two and a half million (2,500,000) NIS in consideration for each percent (1%) of Xxxx Energy's issued and outstanding share capital. The Option is divided into two tranches – an option to purchase up to an additional 9% of Xxxx Energy's issued and outstanding share capital is exercisable starting from the Closing Date and ending six (6) months after the completion and delivery of the Project (as herein defined) (the "First Tranche"), and subject to the full exercise of the First Tranche, an option to purchase an additional 1% of Xxxx Energy's issued and outstanding share capital shall be exercisable starting six (6) months after the completion and delivery of the Project and ending twenty four (24) months thereafter.
The Investment Agreement includes representations of Xxxx Energy, including with respect to Xxxx energy’s holdings of 18.75% of Dorad Energy Ltd. ("Dorad") issued and outstanding share capital.
The Investment Agreement further provides that Ellomay Energy shall extend corporate guarantees to Xxxx Energy, if and to the extent such guarantees are required to facilitate the obtainment of up to 40% of the bank finance required for Xxxx Energy with respect to its pro rata share of the equity required to be injected to Dorad by the shareholders thereof (Ellomay Energy shall not be required to extend any further collaterals in this respect). In the same manner, Xxxx undertook to provide to Xxxx Energy corporate guarantees of up to 60% of such bank finance. Xxxx further undertook that in case such bank finance could not be obtained by Xxxx Energy, Xxxx shall provide the debt finance required for Xxxx Energy up to an amount of NIS 117.75 million pursuant to the terms provided in the Investment Agreement.
1 The original language version is on file with the Registrant and is available upon request.