Central Puerto S.A 6-K, filed Nov 12, 2021
Central Puerto S.A. (CEPU)
6-K
2021-11-12
For: 2021-11-11
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on November 12, 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 November, 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 September 30, 2021,
dated November 9, 2021, submitted to the Argentine securities
regulator (the Comisión Nacional de Valores, or the CNV)
on November 9, 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 November 9, 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 November 9, 2021, submitted
to the Argentine securities regulator (the Comisión Nacional
de Valores, or the CNV) on November 9, 2021.
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English
translation of the Sustainability Report 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:
November 11, 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 November 9,
2021
Minutes No.
363: In the City of Buenos Aires, on November 9, 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 (…) 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 NINE-MONTH PERIOD ENDED SEPTEMBER 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, the Consolidated
Statement of Financial Position, the Consolidated Statement of
Changes in Shareholders’ Equity, the 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 nine-month period ended September 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, the Consolidated Comprehensive Income Statement, the
Consolidated Statement of Financial Position, the Consolidated
Statement of Changes in Shareholders’ Equity, the
Consolidated Cash Flow Statement, Complementary Notes, the Separate
Income Statement, the Separate Comprehensive Income Statement, the
Separate Statement of Financial Position, the Separate Cash Flow
Statement and Informative Summary for the nine-month fiscal period
ended September 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
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BUENOS AIRES, November 9, 2021
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Note: CPSA-GG-N-0391 / 21-AL
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Comisión Nacional de Valores
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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 9, 2021, the Board of Directors of Central
Puerto S.A. approved the financial statements and other
documentation for the period ended September 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
for the nine-month period ended September 30, 2021:
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ARS 000
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Income
for the period
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Attributable
to the Company’s shareholders
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(1,420,778)
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Attributable
to non-controlling interests
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62,310
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Total
income for the period - Loss
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(1,358,468)
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2.
Other
comprehensive income for the nine-month period ended September 30,
2021:
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ARS 000
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Other
comprehensive income for the period
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Attributable
to the Company’s shareholders
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-
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Attributable
to non-controlling interests
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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 for the nine-month period ended September 30,
2021:
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ARS 000
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Net
total comprehensive income for the period
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Attributable
to the Company’s shareholders
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(1,420,778)
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Attributable
to non-controlling interests
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62,310
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Total
net comprehensive income for the period -Loss
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(1,358,468)
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Avda.
Tomás A. Edison 2701 – C1104BAB – Ciudad de Buenos
Aires – Argentina
Teléfono
(54 11) 4317 5000 – Fax (54 11) 4317 5099
4.
Breakdown
of the net equity divided in items and amounts as of September 30,
2021:
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ARS 000
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Share
capital -nominal value
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1,514,022
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Adjustment
to capital stock
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35,647,985
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Statutory
reserve
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5,728,456
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Optional
reserve
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75,364,040
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Other
equity accounts
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(2,692,796)
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Retained
earnings
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(1,413,240)
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Non-controlling
interests
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131,179
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Total
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114,279,646
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Attributable
to the Company’s shareholders
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114,148,467
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Attributable
to non-controlling interests
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131,179
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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.
Exhibit 99.3
Minutes No. 398
In the
City of Buenos Aires, on November 9, 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 NINE-MONTH PERIOD ENDED SEPTEMBER 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, the comprehensive income statement, the
statement of financial position, the statement of changes in
shareholders’ equity, the cash flow statement, complementary
notes and annexes and the informative summary for the nine-month
period ended September 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 Thursday,
September 30, 2021, (b) the separate and consolidated income and
comprehensive income statement for the nine-month period ended
September 30, 2021, 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. 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 records, 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 9, 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 November 9, 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 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 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,
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 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
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, November 9, 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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Exhibit 99.4
