LOMA NEGRA COMPAÑÍA INDUSTRIAL ARGENTINA SOCIEDAD ANÓNIMA (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38262 LOMA NEGRA COMPAÑÍA INDUSTRIAL ARGENTINA SOCIEDAD ANÓNIMA (Exact name of Registrant as specified in its charter) LOMA NEGRA CORPORATION Republic of Argentina (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization) Loma Negra C.I.A.S.A. Cecilia Grierson 355, 4th Floor Zip Code C1107CPG – Ciudad Autónoma de Buenos Aires Argentina (Address of principal executive offices) Marcos Isabelino Gradin Cecilia Grierson 355, 4th Floor Zip Code C1107CPG – Ciudad Autónoma de Buenos Aires Argentina Tel: 54-11-4319-3048 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered American Depositary Shares, each representing 5 LOMA New York Stock Exchange Ordinary Shares of Loma Negra C.I.A.S.A. Ordinary Shares of Loma Negra C.I.A.S.A. LOMA New York Stock Exchange* * 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 The total number of issued and outstanding shares of each class of stock of Loma Negra C.I.A.S.A. as of December 31, 2020 was: 596,026,490 ordinary shares, nominal value Ps.0.10 per share 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 ☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. 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 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. 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 by the International Other ☐ 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 distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ Table of Contents TABLE OF CONTENTS TABLE OF CONTENTS i CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS vi PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 A. Directors and Senior Management 1 B. Advisers 1 C. Auditors 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 2 A. Selected Financial Data 2 B. Capitalization and Indebtedness 4 C. Reasons for the Offer and Use of Proceeds 4 D. Risk Factors 4 ITEM 4. INFORMATION ON THE COMPANY 43 A. History and Development of the Company 43 B. Business Overview 45 C. Organizational Structure 63 D. Property, Plants and Equipment 63 ITEM 4A. UNRESOLVED STAFF COMMENTS 69 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 69 A. Operating Results 69 B. Liquidity and Capital Resources 101 C. Research and Development, Patents and Licenses, etc. 106 D. Trend Information 106 E. Off-Balance Sheet Arrangements 106 F. Tabular Disclosure of Contractual Obligations 106 G. Safe Harbor 107 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 108 A. Directors and Senior Management 108 B. Compensation 112 C. Board Practices 115 D. Employees 118 E. Share Ownership 119 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 119 A. Major Shareholders 119 B. Related Party Transactions 121 C. Interests of Experts and Counsel 122 ITEM 8. FINANCIAL INFORMATION 122 A. Consolidated Statements and Other Financial Information 122 B. Significant Changes 128 ITEM 9. THE OFFER AND LISTING 129 A. Offer and Listing Details 129 B. Plan of Distribution 129 C. Markets 129 D. Selling Shareholders 129 E. Dilution 129 F. Expenses of the Issue 129 ITEM 10. ADDITIONAL INFORMATION 129 A. Share Capital 129 B. Memorandum and Articles of Association 129 i Table of Contents C. Material Contracts 131 D. Exchange Controls 131 E. Taxation 135 F. Dividends and Paying Agents 142 G. Statement by Experts 142 H. Documents on Display 142 I. Subsidiary Information 143 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 143 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 144 A. Debt Securities 144 B. Warrants and Rights 144 C. Other Securities 144 D. American Depositary Shares 144 PART II 146 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 146 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 146 A. Material Modifications to the Rights of Security Holders 146 B. Material Modifications to the Rights of any Class of Registered Securities 146 C. Withdrawal or Substitution of a Material Amount of the Assets Securing any Class of Registered Securities 146 D. Changes in the Trustee or Paying Agents for any Registered Securities 146 E. Use of Proceeds 146 ITEM 15. CONTROLS AND PROCEDURES 146 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 147 ITEM 16B. CODE OF ETHICS 147 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 148 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 148 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 148 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 149 ITEM 16G. CORPORATE GOVERNANCE 149 ITEM 16H. MINE SAFETY DISCLOSURE 151 PART III 151 ITEM 17. FINANCIAL STATEMENTS 151 Not applicable. 151 ITEM 18. FINANCIAL STATEMENTS 151 Our audited consolidated financial statements are included in this annual report beginning at Page F-1. 151 ITEM 19. EXHIBITS 152 ii Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION Certain Defined Terms In this annual report, unless otherwise indicated or the context otherwise requires: • all references to “Loma Negra”, “our company”, “we”, “our”, “ours”, and “us”, or similar terms are to the registrant, Loma Negra Compañía Industrial Argentina Sociedad Anónima, a corporation organized as a Compañía Industrial Argentina Sociedad Anónima under the laws of Argentina, and its consolidated subsidiaries; • all references to “our controlling shareholder” or to the “InterCement Group” are to InterCement Participações S.A. and its subsidiaries; • all references to the “InterCement Brasil” are to InterCement Brasil S.A.; • all references to “Yguazú Cementos” are to Yguazú Cementos S.A.; • all references to “Cofesur” are to Cofesur S.A.U.; • all references to “Ferrosur” or “Ferrosur Roca” are to Ferrosur Roca S.A.; • all references to “Recycomb” are to Recycomb S.A.U.; • all references to “Argentina” are to the Republic of Argentina; • all references to “Paraguay” are to the Republic of Paraguay; • all references to the “Argentine government” or the “government” are to the federal government of Argentina; • all references to the “BCRA” or “Argentine Central Bank” are to the Argentine Central Bank (Banco Central de la República Argentina); • all references to “CNV” refers to the Argentine securities regulator (Comisión Nacional de Valores); • all references to “U.S.