Ellomay Capital to sell 49% of Talasol Project equity for EUR16.1M
Ellomay Capital's wholly-owned subsidiary, Ellomay Luxembourg, will sell 49% of the outstanding shares of Talasol Solar to GSE 3 UK Limited and Fond-ICO Infraestructuras II, FICC - 24.5%, respectively - pursuant to a Credit Facilities Assignment and Sale and Purchase of Shares Agreement. The Partners will pay approximately EUR16.1M, subject to adjustments, for the 49% of Talasol's shares and 49% of the shareholder development loans funding the development budget. This amount also reflect a premium for Ellomay Luxembourg. In addition, the Partners will participate in 49% of the equity requirements under the financing agreement. Talasol is promoting the construction of a photovoltaic plant with a peak capacity of 300MW in the municipality of Talavan, in Spain and following consummation of the transactions contemplated by the SPA, 51% of its shares will be indirectly held by the company. The SPA further provides that Ellomay Luxembourg will assign to the Partners, in equal parts, 49% of its rights and obligations under the agreements executed in connection with the project finance obtained for the Talasol Project. The economic yields and results of operations of Talasol's business will be transferred to the Partners as from December 31, 2018. The payment of a portion of up to EUR$1.4M of the purchase price will be deferred until the achievement of a preliminary acceptance certificate under the engineering, procurement and construction agreement of the Talasol Project.