Central Puerto SA
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SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2020-04-28 | Period of Report: 2019-12-31 SEC Accession No. 0001654954-20-004492 (HTML Version on secdatabase.com) FILER CENTRAL PUERTO S.A. Mailing Address Business Address AV. TОMAS ALVA EDISON AV. TОMAS ALVA EDISON CIK:1717161| IRS No.: 000000000 | State of Incorp.:C1 | Fiscal Year End: 1231 2701 2701 Type: 20-F | Act: 34 | File No.: 001-38376 | Film No.: 20821790 BUENOS AIRES C1 BUENOS AIRES C1 SIC: 4911 Electric services C1104BAB C1104BAB 541143175000 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________. OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report __________________. 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) REPUBLIC OF ARGENTINA (Jurisdiction of incorporation or organization) Avenida Thomas Edison 2701 C1104BAB Buenos Aires Republic of Argentina (Address of principal executive offices) Fernando Roberto Bonnet Avenida Thomas Edison 2701 C1104BAB Buenos Aires Republic of Argentina. Facsimile: +54 (11) 4317-5900 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol Name of each exchange on which registered American Depositary Shares, each representing 10 CEPU New York Stock Exchange* common shares of Central Puerto S.A.* * Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange. Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Title of each class Outstanding at December 31, 2019 Common shares, nominal value Ps.1.00 per share 1,514,022,256 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Item 1. Identity of Directors, Senior Management and Advisors 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 3.A. Selected Financial Data 1 Item 3.B Capitalization and indebtedness 5 Item 3.C Reasons for the offer and use of proceeds 5 Item 3.D Risk Factors 5 Item 4. Information of the Company 40 Item 4.A History and development of the Company 45 Item 4.B Business overview 50 Item 4.C Organizational structure 145 Item 4.D Property, plants and equipment 145 Item 5. Operating and Financial Review and Prospects 147 Item 5.A Operating Results 147 Item 5.B Liquidity and Capital Resources 173 Item 5.C Research and Development, patents and licenses, etc. 181 Item 5.D Trend Information 181 Item 5.E Off-balance sheet arrangements 184 Item 5.F Contractual Obligations 184 Item 5.G Safe Harbor 186 Item 6. Directors, Senior Management and Employees 186 Item 7. Shareholders and Related Party Transactions 198 Item 7.A. Major Shareholders 198 Item 7.B Related Party Transactions 199 Item 7.C Interests of experts and counsel 201 Item 8. Financial Information 201 Item 8.A. Consolidated Statements and Other Financial Information. 201 Item 8.B Significant Changes 203 Item 9. The Offer and Listing 204 Item 9.A. Offer and listing details 204 Item 9.B. Plan of Distribution 204 Item 9.C. Markets 204 Item 9.D. Selling Shareholders 204 Item 9.E. Dilution 204 Item 9.F. Expenses of the issue 204 Item 10. Additional Information 204 Item 10.A. Share capital 204 Item 10.B. Memorandum and articles of association 204 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 10.C Material contracts 209 Item 10.D Exchange Controls 210 Item 10.E Taxation 215 Item 10.F Dividends and paying agents 223 Item 10.G Statement by experts 223 Item 10.H Documents on display 223 Item 10.I. Subsidiary Information 223 Item 11. Quantitative and Qualitative Disclosures about Market Risk 223 Item 12. Description of Securities Other Than Equity Securities 228 Item 12.A Debt Securities 228 Item 12.B Warrants and Rights 228 Item 12.C Other Securities 228 Item 12.D American Depositary Shares 228 Item 13. Defaults, Dividend Arrearages and Delinquencies 229 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 229 Item 15. Controls and Procedures 229 Item 16.A Audit committee financial expert 230 Item 16.B Code of Ethics 230 Item 16.C Principal Accountant Fees and Services 231 Item 16.D Exemptions from the Listing Standards for Audit Committees 231 Item 16.E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 231 Item 16.F Change in Registrant’s Certifying Accountant 231 Item 16.G Corporate Governance 232 Item 16.H. Mine Safety Disclosure 234 Item 17. Financial Statements 234 Item 18. Financial Statements 235 Item 19. Exhibits 235 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CERTAIN DEFINITIONS In this annual report, except where otherwise indicated or where the context otherwise requires: ● “Argentine Corporate Law” refers to Law No. 19,550, as amended; ● “Authorized Generators” refers to electricity generators that do not have contracts in the term market in any of its methods; ● “BYMA” refers to Bolsas y Mercados Argentinos S.A.; ● “CAMMESA” refers to Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima.