Central Puerto S.A 6-K, filed May 19, 2021
Central Puerto S.A. (CEPU)
6-K
2021-05-19
For: 2021-05-19
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on May 19, 2021.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 27a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of May, 2021
Commission File Number: 001-38376
Central Puerto S.A.
(Exact name of registrant as specified in its charter)
Port Central S.A.
(Translation of registrant’s name into English)
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Yes
☐ No ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐
No ☒
CENTRAL
PUERTO S.A.
TABLE
OF CONTENTS
|
|
|
|
Item
|
|
|
|
English translation of an excerpt of the minutes of a meeting of
the Board of Directors of Central Puerto S.A. that approved the
Financial Statements of the Quarter ended on March 31, 2021, dated
May 12, 2021, submitted to the Argentine securities regulator (the
Comisión Nacional de Valores, or the CNV) on May 12,
2021.
|
|
|
English translation of a Material News dated May 12, 2021,
submitted to the Argentine securities regulator (the Comisión
Nacional de Valores, or the CNV) on May 12, 2021.
|
|
|
English translation of a notice sent to Bolsa y Mercados Argentinos
S.A. regarding the List of Corporate Bodies dated May 12,
2021.
|
|
|
English
translation of a notice sent to the Buenos Aires Stock Exchange
(Bolsa y Mercados Argentinos S.A., or the BYMA) regarding the
information set forth in Section 63 of the Buenos Aires Stock
Exchange Regulations dated May 12, 2021.
|
|
|
English
translation of an excerpt of the minutes of a meeting of the Audit
Committee of Central Puerto S.A. dated May 12, 2021, submitted to
the Argentine securities regulator (the Comisión Nacional de
Valores, or the CNV) on May 12, 2021.
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Central Puerto S.A.
|
||||
|
|
|
|
|
|||
|
Date:
May 19, 2021
|
|
|
|
By:
|
|
/s/
Leonardo
Marinaro
|
|
|
|
|
|
Name:
|
|
Leonardo
Marinaro
|
|
|
|
|
|
Title:
|
|
Attorney-in-Fact
|
Exhibit 99.1
Relevant part of the Minutes of Central Puerto S.A. Board of
Directors’ Meeting held on May 12, 2021
Minutes No. 359: In the City of Buenos Aires, on May 12,
2021, the Board of Directors of CENTRAL PUERTO S.A. (the
“Company” or “CPSA”, indistinctly) meets,
with the presence of Directors Osvaldo RECA, Marcelo Atilio SUVA,
Miguel DODERO, José Luis MOREA, Juan José SALAS, Diego
PETRACCHI, Tomas PERES, Tomas WHITE, Soledad RECA, Jorge Eduardo
VILLEGAS and Guillermo PONS. Also present are Messrs. Cesar
HALLADJIAN, Eduardo EROSA and Juan NICHOLSON, members of the
Company’s Statutory Audit Committee. Mr. Chairman informs
that this meeting is held via videoconference, taking into
consideration the dispositions of: 1) the Decree of Necessity and Urgency
No. 297/2020 and further regulations by the Argentine Executive
Branch, which established the preventive and mandatory social
isolation policy adopted within the context of the pandemic
declared by the World Health Organization (WHO), the Health
Emergency broadened by Decree No. 260/20 and its amendments, and in
view of the evolution of the epidemic situation related to the
CORONAVIRUS – COVID-19; 2) the CNV General Resolution No.
830/20, which established that during the period in which the free
circulation of people is, in general, prohibited, limited or
restricted, issuer entities are able to hold remote meetings; and
3) Section 23 of the Bylaws
of CPSA, which establishes that the Board of Directors is also
entitled to hold meetings with its members communicated by
videoconference. Quorum being present to validly hold the meeting,
it commences at 11.00 am. Then, the (…) sixth item on the
Agenda is open for discussion: 6) APPROVAL OF THE
CONSOLIDATED INCOME STATEMENT, CONSOLIDATED COMPREHENSIVE INCOME
STATEMENT, CONSOLIDATED STATEMENT OF FINANCIAL POSITION,
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY,
CONSOLIDATED CASH FLOW STATEMENT, COMPLEMENTARY NOTES, SEPARATE
INCOME STATEMENT, SEPARATE COMPREHENSIVE INCOME STATEMENT, SEPARATE
STATEMENT OF FINANCIAL POSITION, SEPARATE CASH FLOW STATEMENT AND
INFORMATIVE SUMMARY FOR THE THREE-MONTH FISCAL PERIOD ENDED MARCH
31, 2021.
Mr.
Osvaldo RECA asks Mr. Juan Avigliano, Accounting and Accounts
Manager, to present the topic. Mr. Juan Avigliano takes the floor
and informs that the Board of Directors must consider and approve
the Consolidated Income Statement, the Consolidated Comprehensive
Income Statement, Consolidated Statement of Financial Position,
Consolidated Statement of Changes in Shareholders’ Equity,
Consolidated Cash Flow Statement, Complementary Notes, Separate
Income Statement, Separate Comprehensive Income Statement, Separate
Statement of Financial Position, Separate Cash Flow Statement, and
Informative Summary for the three-month fiscal period ended March
31, 2021. Such documentation was previously known by the Board of
Directors. After a short debate and after acknowledging the
Statutory Audit Committee report and the reports by the Independent
Auditors, the members of the Board of Directors unanimously approve
the Consolidated Income Statement, Consolidated Comprehensive
Income Statement, Consolidated Statement of Financial Position,
Consolidated Statement of Changes in Shareholders’ Equity,
Consolidated Cash Flow Statement, Complementary Notes, Separate
Income Statement, Separate Comprehensive Income Statement, Separate
Statement of Financial Position, Separate Cash Flow Statement and
Informative Summary for the three-month fiscal period ended March
31, 2021. Mr. Osvaldo RECA
remains on the floor and informs to the people present about the
compliance status with the General Resolution No. 611/12 of the
Argentine Securities Commission. In that sense, Mr. Osvaldo RECA
informs that the Company is aware of the Reconciliation between the
Professional Accounting Standards (NCP for its acronym in Spanish)
and the International Financing Reporting Standards (IFRS) (the
“Standards”), which apply to the investments that the
Company keeps with Termoeléctrica Manuel Belgrano S.A.,
Termoeléctrica José de San Martín S.A., Central
Vuelta de Obligado S.A., Transportadora de Gas del Mercosur S.A, CP
Renovables S.A., Vientos La Genoveva S.A.U, Vientos La Genoveva II
S.A.U. and Proener S.A.U., all companies which are periodically
monitored by the Company, therefore, it can be concluded that all
significant items with a different treatment from the Standards
have been considered in the Reconciliation, and the Board of
Directors of the Company unanimously approves the Reconciliation
thereof. (…) Before
adjourning the meeting, the Statutory Auditor Cesar Halladjian
takes the floor representing the Statutory Audit Committee to put
on record the frequency of the decisions taken in this meeting as
per the Bylaws, the Argentine Business Entities Act and the CNV
General Resolution No. 830/20. There
being no further business to transact, the meeting is adjourned at
12 p.m.
Exhibit 99.2
BUENOS
AIRES, May 12, 2021
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Deputy
Management of Issuing Companies
25 de
Mayo 175
City of
Buenos Aires
To
Issuers Management
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento
299
City of
Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San
Martin 344
City of
Buenos Aires
Notice:
CPSA-GG-N-0180/21-AL
Subject:
Material news
Dear
Mr./Mrs.,
It is a
pleasure to contact you in my capacity as Head of Market
Relations of
Central Puerto S.A. (the “Company”) so as to inform
that the Company’s Board of Directors decided the following
in the meeting held today: (I) to appoint Osvaldo Arturo Reca
Chairman of the Company and Marcelo Atilio Suvá Vice-Chairman
and (ii) to appoint Juan José Salas, Tomás White and
José Luis Morea members of the Supervisory Committee; and
Jorge Villegas y Oscar Luis
Gosio deputy members.
Yours
sincerely,
Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
Exhibit 99.3
BUENOS
AIRES, May 12, 2021
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Deputy
Management of Issuing Companies
25 de
Mayo 175
City of
Buenos Aires
To
Issuers Management
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento
299
City of
Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San
Martin 344
City of
Buenos Aires
Notice:
CPSA-GG-N-0181/21-AL
Subject:
Roll of Corporate Governing Bodies
Dear
Mr./Mrs.,
It is a
pleasure to contact you in my capacity as Head of Market
Relations of
Central Puerto S.A. (The “Company”) so as to attach the
updated roll of the authorities of the Company:
|
1) Members of the Board of Directors:
|
|
|
|
|
|
|
|
|
|
Name
|
Position
|
Expiration date of term in office
|
Capacity
|
|
Osvaldo Arturo Reca
|
Chairman
|
31/12/2021
|
Non-independent
|
|
Marcelo Atilio Suva
|
Vice-Chairman
|
31/12/2021
|
Non-independent
|
|
Miguel Dodero
|
Director
|
31/12/2021
|
Non-independent
|
|
José Luis Morea
|
Director
|
31/12/2021
|
Independent
|
|
Juan José Salas
|
Director
|
31/12/2021
|
Independet
|
|
Soledad Reca
|
Director
|
31/12/2021
|
Non-independent
|
|
Tomás Peres
|
Director
|
31/12/2021
|
Non-independent
|
|
Tomás José White
|
Director
|
31/12/2021
|
Independent
|
|
Diego Gustavo Petracchi
|
Director
|
31/12/2021
|
Non-independent
|
|
Jorge Eduardo Villegas
|
Director
|
31/12/2021
|
Independent
|
|
Guillermo Rafael Pons
|
Director
|
31/12/2021
|
Independent
|
|
Fernando Roberto Bonnet
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
Justo Pedro Saenz
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
Adrián Gustavo Salvatore
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
Javier Alejandro Torre
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
Rubén Omar López
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
José Manuel Pazos
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
Enrique Gonzalo Ballester
|
Deputy Director
|
31/12/2021
|
Independent
|
|
Oscar Luis Gosio
|
Deputy Director
|
31/12/2021
|
Independent
|
|
Enrique Terraneo
|
Deputy Director
|
31/12/2021
|
Non-independent
|
|
Alejo Villegas
|
Deputy Director
|
31/12/2021
|
Independent
|
|
Gabriel Enrique Ranucci
|
Deputy Director
|
31/12/2021
|
Independent
|
|
2) Members of the Statutory Audit Committee
|
|||
|
|
|
|
|
|
Name
|
Position
|
Expiration date of term in office
|
Capacity
|
|
Carlos César Adolfo Halladjian
|
Statutory Auditor
|
31/12/2021
|
Independent
|
|
Eduardo Antonio Erosa
|
Statutory Auditor
|
31/12/2021
|
Independent
|
|
Juan Antonio Nicholson
|
Statutory Auditor
|
31/12/2021
|
Independent
|
|
Cristina Margarita De Giorgio
|
Deputy Statutory Auditor
|
31/12/2021
|
Independent
|
|
Carlos Adolfo Zlotnizky
|
Deputy Statutory Auditor
|
31/12/2021
|
Independent
|
|
Lucas Nicholson
|
Deputy Statutory Auditor
|
31/12/2021
|
Independent
|
|
|
|
|
|
|
3) Members of the Supervisory Committee
|
|||
|
|
|
|
|
|
Name
|
Position
|
Expiration date of term in office
|
Capacity
|
|
Juan José Salas
|
Member
|
31/12/2021
|
Independent
|
|
José Luis Morea
|
Member
|
31/12/2021
|
Independent
|
|
Tomás José White
|
Member
|
31/12/2021
|
Independent
|
|
Jorge Eduardo Villegas
|
Deputy Member
|
31/12/2021
|
Independent
|
|
Oscar Luis Gosio
|
Deputy Member
|
31/12/2021
|
Independent
|
|
|
|
|
|
|
4) External Auditors:
|
|
|
|
|
|
|
|
|
|
Germán Cantalupi (C.P.C.E.C.A.B.A. Book 248, Page 60):
Certifying Accountant
Gustavo Ariel Kurgansky (C.P.C.E.C.A.B.A. Book 309, Page 176):
Deputy Certifying Accountant
|
|||
|
Estudio Pistrelli, Henry Martin & Asociados S.R.L.
|
|||
Yours
sincerely,
Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
Exhibit 99.4
BUENOS
AIRES, May 12, 2021
Notice:
CPSA-GG-N-0182/21-AL
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Deputy
Management of Issuing Companies
25 de
Mayo 175
City of
Buenos Aires
To
Issuers Management
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento
299
City of
Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San
Martin 344
City of
Buenos Aires
Subject:
Information set forth by Section 63 of Buenos Aires Stock Exchange
Regulations
Dear
Mr./Madam,
We
contact you in compliance with the abovementioned section so as to
inform that on May 12, 2021, the Board of Directors of Central
Puerto S.A. approved the financial statements and other
documentation for the period ended March 31, 2021 and has
acknowledged the corresponding reports of the Auditor and the
Statutory Audit Committee.
Regard
being had to the foregoing, we inform the following:
1.
Income
(loss) for the three-month period ended March 31,
2021:
|
|
ARS 000
|
|
Income
(loss) for the period
|
|
|
attributable
to shareholders of the Company
|
633,814
|
|
attributable
to non-controlling shareholding
|
5,963
|
|
Total
income(loss) for the period- Income
|
639,777
|
2.
Other
comprehensive income (loss) for the three-month period ended March
31, 2021:
|
|
ARS 000
|
|
Other
comprehensive income for the period
|
|
|
attributable
to shareholders of the Company
|
-
|
|
attributable
to non-controlling shareholding
|
-
|
|
Total
other comprehensive income for the period
|
-
|
3.
Total
comprehensive income (loss) for the three-month period ended March
31, 2021:
|
|
ARS 000
|
|
Net
comprehensive income (loss) for the period
|
|
|
attributable
to shareholders of the Company
|
633,814
|
|
attributable
to non-controlling shareholding
|
5,963
|
|
Total
net comprehensive income (loss) for the period-Income
|
639,777
|
4.
Shareholders’
equity details divided in items and amounts as of March 31,
2021
|
|
ARS 000
|
|
Share
Capital – Face Value
|
1,514,022
|
|
Capital
adjustment
|
29,134,497
|
|
Statutory
Reserve
|
4,335,183
|
|
Optional
Reserve
|
54,759,380
|
|
Other
accounts of equity
|
(2,220,822)
|
|
Retained
earnings
|
8,424,657
|
|
Non-controlling
shareholding
|
150,902
|
|
Total
|
96,097,819
|
|
|
|
|
attributable
to shareholders of the Company
|
95,946,917
|
|
attributable
to non-controlling shareholding
|
150,902
|
Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
5.
Controlling
shareholding
As a consequence of
the merger between Central Puerto S.A., in its capacity as parent
company and Operating S.A. (“OPER”), Hidroneuquén
S.A. (“HNQ”) and Sociedad Argentina de Energía
S.A. (“SADESA”), all in their capacity as acquired
companies and, as a consequence of the corresponding acquired
companies’ shares swap, none of the shareholders of Central
Puerto S.A. holds a controlling interest.
Finally, it is
important to highlight the fact that share capital is under public
offering and it is listed in the Buenos Aires Stock Exchange
(“BCBA”) and; since February 2, 2018, in the New York
Stock Exchange (“NYSE”). Therefore, shareholding may
experience variations, which the company may not be aware
of.
Yours
sincerely,
Exhibit
99.5
Minutes No. 393
In the
City of Buenos Aires, on May 12, 2021, at 2 p.m, the members of the
Statutory Committee of Central
Puerto S.A. (the “Company”), Messrs. César
Halladjian, Eduardo Erosa and Juan Nicholson meet to consider the
(...) first item on the Agenda: 1. CONSIDERATION
OF THE INCOME STATEMENT, COMPREHENSIVE INCOME STATEMENT, STATEMENT
OF FINANCIAL POSITION, STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY, CASH FLOW STATEMENT, COMPLEMENTARY NOTES AND ANNEXES AND
INFORMATIVE SUMMARY FOR THE THREE-MONTH PERIOD ENDED MARCH 31,
2021. ISSUANCE OF THE
STATUTORY COMMITTEE REPORT. Mr. Halladjian takes the floor and
states that the Statutory Audit Committee must give an opinion on
the income statement, comprehensive income statement, statement of
financial position, statement of changes in shareholders’
equity, cash flow statement, complementary notes and annexes and
informative summary for the three-month period ended March 31,
2021. After a brief exchange of ideas and taking into account the
clarifications and information provided by the Company’s
Board of Directors, the members of the Statutory Audit Committee
unanimously DECIDE to approve the contents of the Report issued by
the Statutory Audit Committee, which is transcribed hereinbelow,
and to delegate the task of signing the document to Mr. Cesar
Halladjian:
STATUTORY
AUDIT COMMITTEE’S REPORT
To the
Shareholders of
CENTRAL
PUERTO S.A.
Introduction
1.
Pursuant to the
regulations set forth in Subsection 5, Section 294 of the Argentine
Business Entities Act No. 19950 as amended (the “Business
Entities Act”) and the Rules set forth by the Buenos Aires
Stock Exchange for the ‘Authorization, Suspension, Withdrawal
and Cancellation of the listing of Securities’ (BCBA Listing
Rules), we have examined the attached separate and consolidated
financial statements of CENTRAL PUERTO S.A. and its subsidiaries,
which are attached herein and which include: (a) the separate and
consolidated statements of financial position as of March 31, 2021,
(b) the separate and consolidated income and comprehensive income
statement for the three-month period ended March 31, 2021, and the
consolidated statement of changes in shareholders’ equity and
the separate and consolidated statement of cash flow for the
three-month period ended on that date and (c) a summary of the
significant accounting policies and other explanatory information.
The above mentioned documents are the responsibility of the
Company’s Board of Directors in the execution of its
exclusive duties.
Scope of the work
2.
Our work consisted
of verifying that the information contained in the mentioned
financial statements was consistent with the information about the
Company’s decisions which were stated in the Minutes, and
that those decisions complied with the law and the Bylaws, both
regarding formal and documentary requirements. For the purpose of
performing this task, we have considered the independent
auditor’s reports by the external auditor Germán E.
Cantalupi, , member of the firm Pistrelli, Henry Martin y Asociados
S.R.L. Such reports, dated May 12, 2021 were issued in compliance
with the International Standard on Review Engagement 2410,
“Review of interim financial information performed by the
independent auditor of the entity”, issued by the
International Auditing and Assurance Standards Board
(“IAASB”). We have not performed any management
control, and therefore, we have not assessed the criteria and
business decisions regarding the administration, financing,
commercialization and production, since it is the Board who bears
exclusive responsibility for these matters. Therefore, our
responsibility is limited to state an assessment regarding those
documents and it is not extended to acts, omissions or
circumstances that we do not know, or that could not be inferred
from the analysis of the information received by this Statutory
Audit Committee during the execution of its duties. We consider
that our work and the external auditor’s reports are a
reasonable ground on which we can base our report.
Conclusion
3.
Based on our review
and the reports dated May 12, 2021, issued by accountant
Germán E. Cantalupi, as member of the firm Pistrelli, Henry
Martin y Asociados S.R.L, which review and reports were mentioned
in paragraph 1, we found no evidence to conclude that the condensed
interim financial statements mentioned in paragraph 1 were not
prepared, in all their significant aspects, pursuant to the
relevant regulations established in the Argentine Business Entity
Act and the Argentine Securities Commission and the IAS
34.
Report on other legal and regulatory requirements
4.
Pursuant to current
regulations, we inform that:
a) The
separate and consolidated financial statements indicated in
paragraph 1 arise from accounting records carried, in their formal
aspects, pursuant to the legal dispositions in force.
b) The
separate and consolidated financial statements indicated in
paragraph 1 are recorded in the book Inventories and Balances and
they comply with the Argentine Business Entities Act and the
pertinent resolutions by the Argentine Securities Commission, to
the scope of our competence.
c) We
have read the “Informative Summary for the periods ended
March 31, 2021, 2020, 2019 and 2018” and regarding our scope
of work, we have no observations to make.
d) It
is hereby expressed that the Company has complied with the
dispositions by Section 294 of the Argentine Business Entities Act
which were considered necessary pursuant to the circumstances, in
order to verify the compliance by the Company’s governing
bodies with the Argentine Business Entities Act, the Bylaws and the
decisions adopted in the Shareholders’ meetings, and there
are no observations to be made.
City of
Buenos Aires, May 12, 2021.
By the
Statutory Audit Committee
CÉSAR
HALLADJIAN
Statutory
Auditor
The
signing of the Financial Statements and the Statutory Audit
Committee’s Report is delegated to Mr. Cesar Halladjian
unanimously. (…) There being no further business to come
before the meeting, the meeting is adjourned at 2.30
p.m.
|
César
Halladjian
|
Eduardo
Erosa
|
Juan
Nicholson
|