Central Puerto S.A 6-K, filed Nov 16, 2020
Central Puerto S.A. (CEPU)
6-K
2020-11-16
For: 2020-11-13
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on November 16, 2020.
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 November, 2020
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
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Item
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1.
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2.
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3.
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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.
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Central Puerto S.A.
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Date:
November 13, 2020
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By:
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/s/
Leonardo
Marinaro
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Name:
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Leonardo
Marinaro
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Title:
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Attorney-in-Fact
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Relevant part of the Minutes of Central Puerto S.A. Board of
Directors’ Meeting held on November 11, 2020
Minutes No.
354: In the City of Buenos Aires, on November 11, 2020, 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, Tomás PERES, Tomás
WHITE, Cristian LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS and
Guillermo PONS. Also present are Messrs. Carlos César
HALLADJIAN, Eduardo EROSA and Juan NICHOLSON, members of the
Company’s Statutory Audit Committee. Mr. Marinaro informs
that this meeting is held via videoconference, taking into
consideration the provisions of: (1) the Decree of Necessity and Urgency
No. 297/2020 (“Decree 297”) and further
supplementary regulations and amendments by the Argentine Executive
Branch, adopted within the context of the pandemic declared by the
World Health Organization (WHO), the Health Emergency declared 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 obligations stemming from the
last Decree of Necessity and Urgency 875/20 (“Decree 875”) by the
Argentine Executive Branch and the recommendations of the
Superintendency of Work Risks (“SRT” for its acronym in
Spanish), among others, regarding the capacity and distancing of
persons in enclosed spaces and, (3) Section 23 of the Bylaws of CPSA,
which establishes that the Board of Directors is 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 (…)
second item on the Agenda is open for discussion: 2) APPROVAL OF THE
CONSOLIDATED INCOME STATEMENT AND 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,
INFORMATIVE SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO
FINANCIAL STATEMENTS – SECTION 12, CHAPTER III, TITLE IV OF
THE ARGENTINE SECURITIES COMMISSION REGULATIONS (N.T. 2013) FOR THE
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2020. Mr. Osvaldo RECA asks Mr. Juan
Avigliano 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 and 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,
Informative Summary and Additional Information to the Notes to
Financial Statements – Section 12, Chapter III, Title IV of
the Argentine Securities Commission Regulations (N.T. 2013) for the
nine-month period ended September 30, 2020, which documentation was
provided to the Directors well in advance. 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 and
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, Informative Summary and Additional Information to the
Notes to Financial Statements – Section 12, Chapter III,
Title IV, of the Argentine Securities Commission Regulations (N.T.
2013) for the nine-month period ended September 30, 2020. 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., Central Aimé Painé
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, therefore the Board of Directors
of the Company unanimously approves the Reconciliation
thereof.(…) There
being no further business to transact, the meeting is adjourned at
12.20 p.m.
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BUENOS
AIRES, November 11, 2020
Notice:
CPSA-GG-N-0315/20-AL
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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
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Subject:
Information set forth by Section 63 of the Buenos Aires Stock
Exchange Regulations
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Dear
Mr./Madam,
We
contact you in compliance with the abovementioned section so as to
inform that on November 11, 2020, the Board of Directors of Central
Puerto S.A. approved the financial statements and other
documentation for the period ended September 30, 2020 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 nine-month period ended September 30,
2020:
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ARS 000
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Income
(loss) for the period
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attributable
to shareholders of the Company
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5,692,554
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attributable
to non-controlling shareholding
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36,159
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Total
income(loss) for the period- Income
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5,728,713
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Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
2.
Other
comprehensive income (loss) for the nine-month period ended
September 30, 2020:
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ARS 000
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Other
comprehensive income (loss) for the period
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attributable
to shareholders of the Company
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-
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attributable
to non-controlling shareholding
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-
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Total
other comprehensive income (loss) for the period
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-
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3.
Total
comprehensive income (loss) for the nine-month period ended
September 30, 2020:
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ARS 000
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Net
comprehensive income (loss) for the period
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attributable
to shareholders of the Company
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5,692,554
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attributable
to non-controlling shareholding
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36,159
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Total
net comprehensive income (loss) for the period-Income
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5,728,713
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4.
Shareholders’
equity details divided in items and amounts as at September 30,
2020
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ARS 000
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Share
Capital – Face Value
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1,514,022
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Capital
adjustment
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22,859,107
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Statutory
Reserve
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3,447,539
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Optional
Reserve
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43,547,209
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Other
accounts of equity
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(1,766,101)
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Retained
earnings -Income (loss) for the period
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5,692,554
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Non-controlling
shareholding
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90,570
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Total
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75,384,900
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attributable
to shareholders of the Company
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75,294,330
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attributable
to non-controlling shareholding
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90,570
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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.
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Yours
sincerely,
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Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
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Minutes No. 390
In the
City of Buenos Aires, on November 11, 2020, at 12.30 pm, the
members of the Statutory Audit Committee of Central Puerto S.A (the
“Company”), Messrs. César Halladjian, Eduardo
Erosa and Juan Nicholson, meet. Mr.
Haalladjian informs that this meeting is held via videoconference,
taking into consideration the provisions of: 1) the Decree
of Necessity and Urgency No. 297/2020 and further supplementary
regulations and amendments by the Argentine Executive Branch, which
established the Preventive and Mandatory Social Isolation policy
(“ASPO” for its acronym in Spanish) or the Preventive
and Mandatory Social Distancing policy (“DISPO” for its
acronym in Spanish) adopted within the context of the pandemic
declared by the World Health Organization (WHO), the Health
Emergency established 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 obligations stemming from the
last Decree of Necessity and Urgency 875/20 and the recommendations
of the Superintendency of Work Risks (“SRT” for its
acronym in Spanish), among others, regarding the capacity and
distancing of persons in enclosed spaces and (3) 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, issuing entities are able to hold remote
meetings. Quorum being present to validly hold the meeting, it
commences at 12.30 pm in order to discuss the only item in the
Agenda for this meeting: 1. CONSIDERATION
OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30,
2020. ISSUANCE OF THE STATUTORY COMMITTEE REPORT.
Mr. Halladjian takes the floor and
informs that the Statutory Audit Committee has the obligation to
issue a report on the Statement of Financial Position, Income
Statement, Comprehensive Income Statement, Statement of Changes in
Shareholders’ Equity, Statement of Cash Flow, the Notes and
Annexes, and Additional Information to the Notes to the Financial
Statements - Section 68 of the Buenos Aires Stock Exchange
Regulations in force for the period ended September 30,
2020. After a brief exchange of ideas, 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 and its amendments
(the “Business Entities Act”) and the Regulations set
forth by the Buenos Aires Stock Exchange for the
‘Authorization, Suspension, Withdrawal and Cancelation of the
listing of Securities’ (BCBA’s Listing Rules), we have
examined the 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 at September 30, 2020, (b) the separate and
consolidated income and comprehensive income statement for the
nine-month period ended September 30, 2020, and the consolidated
statement of changes in shareholders’ equity and the separate
and consolidated statement of cash flow for the nine-month period
ended on that date and (c) a summary of the significant accounting
policies and other explanatory information. In addition, we have
reviewed the corresponding “Additional Information to the
Notes to the Financial Statements –Section 12, Chapter III,
Title IV of Regulations by the Argentine Securities Commission
(N.T. 2013)", which submission is not required by the Argentine
Federation of Economic Sciences Professional Councils
(Federación Argentina de Consejos Profesionales de Ciencias
Económicas – “FACPCE”) as professional
accounting regulations and incorporated by the Argentine Securities
Commission to its regulations, as approved by the International
Accounting Standards Board (“IASB”). 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 such
financial statements was consistent with the information about the
corporate 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 November 11, 2020, 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 November 11, 2020, 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 stem from accounting records kept, in their formal
aspects, pursuant to the legal provisions 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
September 30, 2020, 2019 and 2018” and the “'Additional
Information to the Notes to the Condensed Financial Statements
–Section 12, Chapter III, Title IV of Regulations (N.T. 2013)
by the Argentine Securities Commission”, on which we have no
observations to make, to the scope of our competence.
d) It
is hereby expressed that the Company has complied with the
provisions 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.
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City of
Buenos Aires,
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By
Statutory Audit Committee
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November
11, 2020
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CÉSAR
HALLADJIAN
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Statutory
Auditor
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There
being no further business to come before the meeting, the meeting
is adjourned at 1 p.m.
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