Central Puerto S.A 6-K, filed Aug 19, 2021
Central Puerto S.A. (CEPU)
6-K
2021-08-19
For: 2021-08-19
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on August 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 August, 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
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Item
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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 June 30, 2021, dated
August 11, 2021, submitted to the Argentine securities regulator
(the Comisión Nacional de Valores, or the CNV) on August
11, 2021.
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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 August 11, 2021.
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English
translation of an excerpt of the minutes of a meeting of the Audit
Committee of Central Puerto S.A. dated August 11, 2021, submitted
to the Argentine securities regulator (the Comisión Nacional
de Valores, or the CNV) on August 11, 2021.
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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:
August 19, 2021
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By:
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/s/
OSVALDO POLLICE
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Name:
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Osvaldo
Pollice
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Title:
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Attorney-in-Fact
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Exhibit
99.1
Relevant part of the Minutes of Central Puerto S.A. Board of
Directors’ Meeting held on August 11, 2021
Minutes No. 361: In the City of Buenos Aires, on August 11,
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 1 am. Then, the (…) second item on the Agenda
is open for discussion: 2) 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 SIX-MONTH FISCAL PERIOD ENDED JUNE 30,
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 six-month fiscal period ended June 30, 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 six-month fiscal period ended
June 30, 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, August 11, 2021
Notice:
CPSA-GG-N-0297/21-AL
Bolsa de Comercio de 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 August 11, 2021, the Board of Directors of Central
Puerto S.A. approved the financial statements and other
documentation for the period ended June 30, 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 six-month period ended June 30, 2021:
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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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(3,734,920)
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attributable
to non-controlling shareholding
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31,453
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Total
income(loss) for the period- Loss
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(3,703,467)
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2.
Other
comprehensive income (loss) for the six-month period ended June 30,
2021:
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ARS 000
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Other
comprehensive income 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 for the period
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-
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3.
Total
comprehensive income (loss) for the six-month period ended June 30,
2021:
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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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(3,734,920)
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attributable
to non-controlling shareholding
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31,453
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Total
net comprehensive income (loss) for the period-Loss
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(3,703,467)
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4.
Shareholders’
equity details divided into items and amounts as at June 30,
2021:
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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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32,491,347
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Statutory
Reserve
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5,241,866
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Optional
Reserve
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68,962,421
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Other
accounts of equity
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(2,464,063)
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Retained
earnings
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(3,728,022)
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Non-controlling
shareholding
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94,471
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Total
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102,112,042
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attributable
to shareholders of the Company
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102,017,571
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attributable
to non-controlling shareholding
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94,471
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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.
Yours
sincerely,
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
Exhibit 99.3
Minutes No. 397
In the
City of Buenos Aires, on August 11, 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 SIX-MONTH PERIOD ENDED JUNE 30,
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 six-month period ended June 30, 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 at June 30, 2021,
(b) the separate and consolidated income and comprehensive income
statement for the six-month period ended June 30, 2021, and the
consolidated statement of changes in shareholders’ equity and
the separate and consolidated statement of cash flow for the
six-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
on 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 August 11, 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 August 11, 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 June 30, 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, August 11, 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.
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César
Halladjian
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Eduardo
Erosa
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Juan
Nicholson
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