| Investments in Investee Entities |
Note
8 - Investments in Investee Entities
| |
A. |
Consolidated entities:
|
Signing
of an agreement to acquire a company in the solar energy and energy storage segment in the United States - Clēnera LLC
On
August 2, 2021, the Company acquired 90.1%
of the holdings in Clēnera LLC (hereinafter: “Clēnera”), for a total value of up to USD 433 million.
Transaction
structure
| |
1. |
The Company, through a wholly controlled American
subsidiary, acquired the seller’s holdings, while the two founders will maintain a minority stake of 9.9%.
|
| |
2. |
The consideration for the transaction is comprised
of upfront payments and future performance-dependent payments that will be determined in accordance with a gradual, performance-based
(“Earn Out”) payment mechanism, which will gradually decrease according to the projects’ respective years of commercial
operation, until 2025. |
|
3. |
5 years after the closing
of the transaction, the founders will be given the opportunity to exercise a put option in respect of their holdings in Clēnera,
in accordance with an agreed-upon mechanism. |
Update
of the liabilities in respect of Earn Out consideration and put option in connection with the transaction to acquire Clēnera LLC
According
to changes in the Company’s estimations regarding the projected operation date of a limited number of projects and according to
an update to the agreement signed on December 2022, the Company reduced the estimations for the value of the Earn Out consideration in
the amount of approximately USD 8.8
million and USD 28.8 million
in 2024 and 2023 respectively, and reduced the value in respect of the put option in the amount of approximately USD 0.3
million and USD 5.9 million
in 2024 and 2023 respectively.
The
total impact amounted to approximately USD 9.1
million and USD 34.7 million
in 2024 and 2023 respectively, included in “Other income net” in the Consolidated statements of income.
As
of 2025, the Company no longer has Earn Out consideration liability in the Consolidated Statements of Financial Position.
| |
2) |
Details of material consolidated
entities which are held by the Company: |
|
Entity
name |
|
Country
of
incorporation
|
|
Effective
stake in equity interests consolidated entity |
|
|
|
|
|
|
As
of December 31 |
|
|
|
|
|
|
2025
|
|
|
2024
|
|
|
|
|
|
|
%
|
|
|
%
|
|
|
Eshkol Havatzelet - Halutziot
- Enlight L.P. (hereinafter: “Halutziot”) |
|
Israel
|
|
|
90
|
|
|
|
90
|
|
|
Mivtachim Green Energies
Ltd. (hereinafter: “Mivtachim”) |
|
Israel
|
|
|
100
|
|
|
|
100
|
|
|
Talmei Bilu Green Energies
Ltd. (hereinafter: “Talmei Bilu”) |
|
Israel
|
|
|
100
|
|
|
|
100
|
|
|
Emek HaBacha Wind Energy
Ltd. (hereinafter: “Emek HaBacha”) |
|
Israel
|
|
|
40.85
|
|
|
|
40.85
|
|
|
Ruach Beresheet L.P.
(hereinafter: “Ruach Beresheet”) |
|
Israel
|
|
|
54
|
|
|
|
54
|
|
|
Enlight Sde Nitzan L.P.,
Enlight Ein Habesor L.P., Enlight Maccabi L.P., Enlight Maccabi 2 L.P., Enlight Revivim Ein Gedi L.P., Orsan Energy 3 L.P., A.N. Faran
Solar L.P., Enlight Reim Renewable Energy L.P., A.N Mahanim L.P., Enlight Lavi L.P. (altogether hereinafter: "PV+Storage ")
|
|
Israel
|
|
|
50.1-100
|
|
|
|
50.1-100
|
|
|
Enlight Baron Floating
Energy L.P. |
|
Israel
|
|
|
100
|
|
|
|
100
|
|
|
Enlight Enterprise L.P.
|
|
Israel
|
|
|
100
|
|
|
|
100
|
|
|
Enlight Finance L.P.
|
|
Israel
|
|
|
100
|
|
|
|
100
|
|
|
Vjetroelektrana Lukovac
d.o.o (Co-Op subsidiary, hereinafter: “Lukovac”) |
|
Croatia
|
|
|
50.1
|
|
|
|
50.1
|
|
|
EW-K-Wind d.o.o (Co-Op subsidiary,
hereinafter: “EWK”) |
|
Serbia
|
|
|
50.1
|
|
|
|
50.1
|
|
|
SOWI Kosovo LLC (hereinafter:
“SOWI”) |
|
Kosovo
|
|
|
60
|
|
|
|
60
|
|
|
Vindpark Malarberget
I Norberg AB (hereinafter: “Picasso”) |
|
Sweden
|
|
|
68.8
|
|
|
|
68.8
|
|
|
Generacion Eolica Castilla
La Mancha Sl (hereinafter: “Gecama”) |
|
Spain
|
|
|
71.99
|
|
|
|
71.99
|
|
|
Björnberget Vindkraft
AB (R) (hereinafter: “Bjornberget”) |
|
Sweden
|
|
|
55.18
|
|
|
|
55.18
|
|
|
Enlight K2-Wind doo Belgrade-Novi
Belgrade (hereinafter: "Pupin") |
|
Serbia
|
|
|
100
|
|
|
|
100
|
|
|
Clēnera LLC an American
holding company that fully owns PV and storage projects entities in the US |
|
USA
|
|
|
90.1
|
|
|
|
90.1
|
|
| |
B. |
Subsidiaries entities
in which the non-controlling interests are material: |
This
section includes details regarding subsidiaries, as of the date of the relevant statement of financial position, whose non-controlling
interests constitute at least 5% of the capital attributed to the owners of the Company and/or where the profit (loss) in the relevant
year which is attributed to non-controlling interests constitutes at least 10% (in absolute values) of the profit (loss) attributed to
owners in the relevant year.
Data
from the financial statements of companies whose functional currency is a foreign currency - assets and liabilities were translated according
to the relevant representative exchange rates as of December 31. Results and cash flow items were translated according to the average
exchange rates during the year.
As
of December 31, 2025, the Company has no non-controlling interests that meet the threshold for reporting as material non-controlling interests.
|
|
|
As
of December 31, 2024 |
|
|
For
the year ended December 31, 2024 |
|
|
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
|
|
|
Profit
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 |
|
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|
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|
|
Co-Op (holding Lukovac
and EWK) |
|
|
49.90
|
|
|
|
31,772
|
|
|
|
13,992
|
|
|
|
210,210
|
|
|
|
19,057
|
|
|
|
141,732
|
|
|
|
49,663
|
|
|
|
20,328
|
|
|
|
6,911
|
|
|
|
36,062
|
|
|
|
(3,075
|
)
|
|
|
(39,175
|
)
|
|
|
(6,188
|
)
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The Iberian Wind (holding
Gecama) |
|
|
28.01
|
|
|
|
64,259
|
|
|
|
39,219
|
|
|
|
379,149
|
|
|
|
21,920
|
|
|
|
159,978
|
|
|
|
65,832
|
|
|
|
26,357
|
|
|
|
6,012
|
|
|
|
41,946
|
|
|
|
(5,792
|
)
|
|
|
(26,897
|
)
|
|
|
9,257
|
|
|
|
|
As
of December 31, 2023 |
|
|
For
the year ended December 31, 2023 |
|
|
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
|
|
|
Profit
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 |
|
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|
USD
in thousands |
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|
Co-Op (holding Lukovac
and EWK) |
|
|
49.9
|
|
|
|
35,556
|
|
|
|
26,611
|
|
|
|
229,483
|
|
|
|
20,632
|
|
|
|
170,832
|
|
|
|
49,211
|
|
|
|
19,946
|
|
|
|
8,304
|
|
|
|
29,451
|
|
|
|
(130
|
)
|
|
|
(28,064
|
)
|
|
|
1,257
|
|
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