INTRODUCTION
In this Annual Report on Form 20-F (the “Annual Report”), references to “we,” “us,” “our,” “our business,” the “Company,” “Enlight” and similar references refer to Enlight Renewable Energy Ltd. and, where appropriate, its consolidated subsidiaries.
This Annual Report contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and Item 3.D. “Risk Factors” in this Annual Report.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Annual Report other than statements of historical fact, including, without limitation, statements regarding our future operating results and financial position, our business strategy and plans, capabilities of our project portfolio and achievement of operational objectives, progress of our projects, including anticipated timing of related approvals and of completion of our ongoing projects, anticipated regulatory developments, economic, political, industry and market conditions, our objectives for future operations, and our anticipated cash requirements and financing plans are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” “forecasts,” “aims” or the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are contained principally in these sections: Item 3.D. “Risk Factors,” Item 4. “Information on the Company,” and Item 5. “Operating and Financial Review and Prospects.” These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in Item 3.D. “Risk Factors,” and elsewhere in this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Annual Report speak only as of the date of this Annual Report. You should not put undue reliance on any forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors described in this Annual Report, including factors beyond our ability to control or predict. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Annual Report and the documents that we reference in this Annual Report and have filed as exhibits hereto completely and with the understanding that our actual future results or performance may be materially different from what we expect.
Additionally, we may provide information herein or in other locations, such as our website or documents accessible thereby, that is not necessarily “material” under the U.S. federal securities laws for Securities and Exchange Commission (“SEC”) reporting purposes, but that respond to a range of matters, such as certain environmental, social and governance (“ESG”) standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.
SUMMARY OF RISK FACTORS
Our business is subject to numerous risks and uncertainties, including those described in Item 3.D “Risk Factors.” You should carefully consider these risks and uncertainties when investing in our ordinary shares. Principal risks and uncertainties affecting our business include the following:
| • | our ability to site suitable land for, and otherwise source, renewable energy projects and to successfully develop and convert them into Operational Projects; |
| • | availability of, and access to, interconnection facilities and transmission systems; |
| • | our ability to obtain and maintain governmental and other regulatory approvals and permits, including environmental approvals and permits; |
| • | construction delays, operational delays and supply chain disruptions leading to increased cost of materials required for the construction of our projects, as well as cost overruns and delays related to disputes with contractors; |
| • | disruptions in trade caused by political, social or economic instability in regions where our components and materials are made; |
| • | our suppliers’ ability and willingness to perform both existing and future obligations; |
| • | competition from traditional and renewable energy companies in developing renewable energy projects; |
| • | potential slowed demand for renewable energy projects and our ability to enter into new offtake contracts on acceptable terms and prices as current offtake contracts expire; |
| • | offtakers’ ability to terminate contracts or seek other remedies resulting from failure of our projects to meet development, operational or performance benchmarks; |
| • | exposure to market prices in some of our offtake contracts; |
| • | various technical and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues; |
| • | the dependence of our production and total revenues and income on suitable meteorological and environmental conditions, and our ability to accurately predict such conditions; |
| • | our ability to enforce warranties provided by our counterparties in the event that our projects do not perform as expected; |
| • | government curtailment, energy price caps and other government actions that restrict or reduce the profitability of renewable energy production; |
| • | electricity price volatility, unusual weather conditions (including the effects of climate change, could adversely affect wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards; |
| • | our dependence on certain operational projects for a substantial portion of our cash flows; |
| • | our ability to continue to grow our portfolio of projects through successful acquisitions; |
| • | changes and advances in technology that impair or eliminate the competitive advantage of our projects or upsets the expectations underlying investments in our technologies; |
| • | our ability to effectively anticipate and manage cost inflation, interest rate risk, currency exchange fluctuations and other macroeconomic conditions that impact our business; |
| • | our ability to retain and attract key personnel; |
| • | our ability to manage legal and regulatory compliance and litigation risk across our global corporate structure; |
| • | our ability to protect our business from, and manage the impact of, cyber-attacks, disruptions and security incidents, as well as acts of terrorism or war; |
| • | changes to existing renewable energy industry policies and regulations that present technical, regulatory and economic barriers to renewable energy projects; |
| • | the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy; |
| • | our ability to effectively manage the global expansion of our scale of our business operations; |
| • | our ability to perform to expectations in our new line of business involving the construction of PV systems for municipalities in Israel and the sale of electricity directly to corporate customers under PPAs in Israel. |
| • | our ability to effectively manage our supply chain and comply with applicable regulations with respect to international trade relations, tariffs, sanctions, export controls and anti-bribery and anti-corruption laws; |
| • | our ability to effectively comply with Environmental Health and Safety (“EHS”) and other laws and regulations and receive and maintain all necessary licenses, permits and authorizations; |
| • | our performance of various obligations under the terms of our indebtedness (and the indebtedness of our subsidiaries that we guarantee) and our ability to continue to secure project financing on attractive terms for our projects; |
| • | limitations on our management rights and operational flexibility due to our use of tax equity arrangements; |
| • | potential claims and disagreements with partners, investors and other counterparties that could reduce our right to cash flows generated by our projects; |
| • | our ability to comply with increasingly complex tax laws of various jurisdictions in which we currently operate as well as the tax laws in jurisdictions in which we intend to operate in the future; |
| • | the unknown effect of the dual listing of our ordinary shares on the price of our ordinary shares; |
| • | various risks related to our incorporation and location in Israel, including Israel’s ongoing war with Hamas, where our headquarters and some of our wind energy and solar energy projects are located; |
| • | the costs and requirements of being a public company, including the diversion of management’s attention with respect to such requirements; and |
| • | certain provisions in our Articles of Association and certain applicable regulations that may delay or prevent a change of control. |
