Central Puerto S.A 6-K, filed Aug 5, 2020
Central Puerto S.A. (CEPU)
6-K
2020-08-05
For: 2020-08-05
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on August 5, 2020.
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, 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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English translation of the Synthesis
of the Extraordinary Shareholders Meeting of Central Puerto S.A.
held on July 31, 2020, submitted to the Argentine securities
regulator (the Comisión Nacional de Valores, or the CNV) on
August 3, 2020
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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 5, 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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Exhibit
99.1
Buenos
Aires, August 3, 2020
Notice:
CPSA-GG-N-0211/20-AL
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Subgerencia de Sociedades Emisoras
25 de Mayo 175
City of Buenos Aires
To Gerencia de Emisoras
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: Synthesis
– Extraordinary
Shareholders
Meeting held on
July
31, 2020.
Dear
Sir/Madam,
I am
pleased to address You, in my capacity as Head of Market Relations
of Central Puerto S.A. (hereinafter, the “Company”), so
as to submit the synthesis of the Extraordinary Shareholders’
Meeting held on July 31, 2020 (the
“Meeting”).
Shareholders
representing 70.98% of share capital and votes attended the
Meeting. In addition, Mr. Leopoldo López Obregón
–on behalf of the Argentine Securities Commision
(“CNV”, Comisión
Nacional de Valores) and Mr. Alejandor Romano –on
behalf of Bolsas y Mercados
Argentinos S.A. (Buenos Aires Stock Exchange) - were also
present.
It is
put on record that the Meeting was held within the framework and in
compliance with General Resolution No. 830/2020 of CNV, which
resolution refers to remote meetings as per the current
extraordinary context.
The decisions
taken were as follows:
INTRODUCTORY MOTION: The following was
approved by unanimous decision of eligible votes possible to be
casted: the holding of remote meetings checking compliance with all
requirements established by authorizing regulations. In this sense,
the following was verified: the constitution of required quorum for
extraordinary meetings and that the decision was adopted by the
eligible majority to amend the Company’s Bylaws.
1. APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MINUTES: It was approved by the
majority of eligible votes possible to be casted in this decision
to appoint shareholders Marcelo Suvá and Gonzalo
Pérès Moore to sign the minutes.
2. CONSIDERATION OF
THE EXTENSION OF THE VALIDITY TERM OF THE GLOBAL ISSUANCE PROGRAM
OF SIMPLE CORPORATE BONDS (NOT CONVERTIBLE INTO SHARES) FOR UP TO
US$1,000,000,000 (OR A HIGHER OR LOWER AMOUNT AS APPROVED AT THE
SHAREHOLDERS’ MEETING) OR ITS EQUIVALENT IN OTHER CURRENCY OR
THE CREATION OF A NEW GLOBAL ISSUANCE PROGRAM OF SIMPLE CORPORATE
BONDS (NOT CONVERTIBLE INTO SHARES) FOR UP TO US$1,000,000,000 (OR
A HIGHER OR LOWER AMOUNT AS APPROVED AT THE SHAREHOLDERS’
MEETING) OR ITS EQUIVALENT IN OTHER CURRENCY. TO DELEGATE POWERS TO
THE BOARD OF DIRECTORS. TO AUTHORIZE THE BOARD OF DIRECTORS TO
SUB-DELEGATE. The following were approved by the majority of
eligible votes possible to be casted in this decision:
(i) The
creation of a global issuance program of simple corporate bonds of
the Company for up to us$500,000,000 (five hundred million US
dollars) (or its equivalent in other currency), which may be issued
at short, mid or long term, simple, not convertible into shares,
under Law No. 23576 as amended and CNV Regulations. It shall be
possible to issue different types and/or series of corporate bonds
with a validity term of five years counted as from the approval
date by CNV or the maximum term that may be fixed by future
applicable regulations (the “Program”).
Avda. Tomás A. Edison 2701 – C1104BAB – Ciudad de
Buenos Aires – Argentina
Teléfono (54 11) 4317 5000 – Fax (54 11) 4317
5099
(ii)
That the Board of Directors determine and establish all the
conditions of the Program and of the corporate bonds to be issued
that were not expressly determined at the Shareholders’
Meeting, including but not limited to the form, issuance time,
term, price, collocation and payment conditions, interest rate,
listed or traded in securities market of the country authorized by
CNV and/or securities market abroad and any other form that may be
appropriate to fix at the discretion of the Board of
Directors.
(iii)
To delegate to the Board of Directors the necessary procedures
before the CNV to obtain authorization for the creation of the
Program, the fixing of the Program’s amount and the
authorization of the public offer of corporate bonds issued under
the Program.
(iv) To
delegate to the Board of Directors the procedures before Bolsa y
Mercados Argentinos S.A. (“BYMA”), Mercado Abierto
Electrónico (“MAE”) and any stock exchange or
market of the Argentine Republic and/or Securities Markets abroad
to obtain the authorization for the Program, for the eventual
listing and/or corporate bonds issued within the framework of the
Program.
(v) To
delegate to the Board of Directors the approval and entering into
the respective agreements, the approval and signature of prospects
and price supplements (both local and international, as the case
may be) required by regulatory authorities and other issuance
documents;
(vi) To
delegate to the Board of Directors the hiring of independent and
different credit rating agencies to rate the Program and/or series
to issue under the program; and
(vii)
To authorize the Board of Directors to subdelegate to one or more
of its members or to one or more first level managers, or to one or
more attorneys-in-fact of the company the powers required above.
Such shall not exempt the Board of Directors from its
responsibilities.
3. AUTHORIZATION
TO PERFORM THE RELEVANT PROCEDURES TO COMPLY WITH THE
SHAREHOLDERS’ MEETING DECISION
It was
decided by the majority of votes possible to be casted in this
decision to authorize Mr. Chairman and/or whom he may appoint,
and/or José Manuel Pazos, and/or Osvaldo Pollice, and/or
Esteban Pérez Monti, and/or Francisco Cronshey, and/or Paola
Ibarra, and/or Christian Rodríguez Montes, and/or Victoria
Casabella Martinez, and/or Mariano Luchetti, and/or María
Agustina Leppen, and/or María Lucila Winschel, and/or Veronica
Apollonio, and/or Jose María Bazan, and/or Juan Barros Moss,
and/or Teodoro Rodriguez Caceres and/or Juan Zurano and/or Manuel
Etchevehere, so that any of them, individually and indistinctly,
follow all the necessary procedures to file the decisions taken at
this Meeting with the regulatory agencies, including but not
limited to CNV, BYMA, Mercado de Valores de Buenos Aires, Caja de
Valores, Business Entities Register Office for the City of Buenos
Aires (IGJ) (as per Section 37 of the IGJ General Resolution No.
7/2015) and any other competent comptroller entity. They shall be
able to sign any type of submission and/or form, legal notices, law
publications in general, affidavits, access and answer files,
promote and follow the procedures necessary to obtain the
respective recordings and approvals.
Yours,
Avda. Tomás A. Edison 2701 – C1104BAB – Ciudad de
Buenos Aires – Argentina
Teléfono (54 11) 4317 5000 – Fax (54 11) 4317
5099