Argentina Reinstitutes Capital Controls: Key Points

Please find below a summary of the main foreign exchange restrictions imposed by the Argentine Central Bank on September 1, 2019:

  1. Export of Goods

1.01. General. Proceeds from exports shall be settled (repatriated and converted to Argentine Pesos) through the Argentine foreign exchange market (the “FX Market”), subject to the below.

1.02. Exports as of September 2, 2019. Proceeds from exports of goods corresponding to customs declarations dated as of September 2, 2019 shall be settled through the FX Market within the following time frames: (i) 15 calendar days from the shipment date, in case of export transactions with affiliates or exports of commodities; and (ii) 180 calendar days from the shipment date, for any other transaction. In all cases, any payment shall be settled within 5 business days from the date of collection.

1.03. Exports before September 2, 2019. Proceeds from exports of goods corresponding to customs declarations dated before September 2, 2019 and not yet collected shall be settled within 5 business days of the date of collection.

1.04. Export Financing. Advances and export financing loans shall be settled within 5 business days of the disbursement date. Payments of exports of goods may be allocated to repay trade financings, without prior approval, in the following cases: (i) export loans and financings provided or guaranteed by domestic financial institutions; (ii) export loans, export advances and financings settled through the Argentine foreign exchange market and duly registered with the central bank under the External Assets and Liabilities Reporting Regime of the central bank (Relevamiento de Activos y Pasivos Externos); and (iii) financial indebtedness instrumented before August 31, 2019, which terms provide for the earmarking of export proceeds.

  1. Export of Services

2.01. Proceeds from exports of services shall be settled through the FX Market within 5 business days from the date of collection.

  1. Import of Goods and Services

3.01. General. Argentine importers may access the FX Market, without prior approval, for the payment of imports of goods and services, subject to the below.

3.02. Imports of Goods with Affiliates. Prior central bank´s approval is required to access the FX Market for the payment of imports of goods to affiliates in excess of US$ 2 million per month.

3.03. Import of Services with Affiliates. Prior central bank´s approval is required to access the FX Market for the payment of imports of services with affiliates, except for credit card issuers for tourism and travel expenses.

3.04. Prepayment of Imports. Prior central bank´s approval is required to access the FX Market for the prepayment of imports of goods and services.

3.05. Import Advances. Importers may access the FX Market for the payment of import advances, provided that the payment is made to the supplier. Customs clearance shall be obtained within the following 180 days.

3.06. Registration. In all cases, the import debt shall be registered with the central bank under the External Assets and Liabilities Reporting Regime (Relevamiento de Activos y Pasivos Externos).

  1. Formation of External Assets 

4.01. Companies and others. Companies, local governments, mutual funds, trusts and other pools of assets residing in Argentina shall require prior central bank´s approval to access the FX Market for: (i) offshore deposits, (ii) other external investments; (iii) debt instruments with affiliates, (iv) investments in real estate located offshore, (v) other foreign direct investments, (vi) purchase of debt securities, (vii) loans to persons residing offshore, (viii) travel checks and notes, (ix) transactions of clearing houses, (x) notes related to transactions between Argentine residents, (xi) transfers from/to a foreign country between Argentine residents, and (xii) posting of collateral on derivatives transactions.

4.02. Individuals. Individuals residing in Argentina may purchase up to US$10,000 per month, without prior central bank´s approval, for the same concepts listed in the previous paragraph.

4.03. Non-residents. Non-residents shall require prior central bank´s approval to access the FX Market in excess of US$ 1,000 per month, exception made for: (i) official export credit agencies; (ii) diplomatic and consular delegations for official expenses, (iii) representatives of courts, special missions, commissions or bilateral bodies established under treaties or international agreements, in which Argentina is a party thereto, for official expenses.

4.04. Swaps and Arbitrages. Swaps and arbitrages shall be permitted to the extent the client would be allowed to access the FX Market for the same amount should the transaction had been settled in Pesos.

  1. External Financial Indebtedness

5.01. Funds disbursed as of September 1st, 2019 under financing agreements entered into between an Argentine resident and creditors residing offshore shall be settled through the FX Market (there is no specific deadline). Access to the FX Market for the repayment of such loan shall be subject to compliance with such settlement obligation.

5.02. Prior central bank´s approval shall be required to access the FX Market to prepay external financial indebtedness earlier than three (3) business days to the payment date.

5.03. In all cases, the external financial indebtedness shall have been registered with the central bank under the External Assets and Liabilities Reporting Regime (Relevamiento de Activos y Pasivos Externos).

  1. External Indebtedness between Residents

6.01. Residents shall not have access to the FX Market to repay financial indebtedness among residents, except for debt agreements instrumented by public deed or registered in public registries before August 30, 2019.

  1. Dividends

7.01. Prior central bank´s approval shall be required to access the FX Market to pay dividends and profits offshore.

  1. Limitations Applicable to Exchange Agencies

8.01. The central bank suspended the authorization of new exchange agencies (financial institutions and other authorized agencies) that files for authorization as of September 1, 2019.

8.02. Exchange agencies shall not perform blue chip swaps or make payments to their local suppliers with their foreign currency net position.

8.03. Exchange agencies shall not increase their foreign currency holdings, without the central bank´s prior approval, in excess of the greater of: (a) their average holdings in August 2019, and (b) their stock on August 31st, 2019.

8.04. Foreign exchange transactions shall be instrumented in handwritten or electronic sworn affidavits in which the client shall represent and warrant the compliance with the capital controls regime.

The breach of the foreign exchange restrictions imposed by the central bank shall be subject to criminal liability under the Foreign Exchange Criminal Regime (Law No. 19,359).

For further information, please do not hesitate to contact Marcelo R. Tavarone, Federico Salim, Julieta De Ruggiero, Matías Otero or Francisco Molina Portela.


“Crescere VIII” Financial Trust for U$S 40.710.907

 

Legal counsel for Banco de Galicia y Buenos Aires S.A.U. in the issuance and placement in Argentina of trust securities for U$S 40.710.907 issued under the “Crescere VIII” Financial Trust, in which Banco de Galicia y Buenos Aires S.A.U. acted as arranger, placement agent and trustee, TMF Trust Company (Argentina) S.A. acted as financial trustee, Syngenta Agro S.A. acted as trustor and servicer and Banco de la Provincia de Buenos Aires as placement agent.


Province of Chubut’s Series XXXVIII Treasury Notes Issuance for AR$ 500,000,000

 

Legal counsel to Banco del Chubut S.A., as arranger, placement and financial agent, in the issuance of Province of Chubut’s AR$ 500,000,000  fixed rate Series XXXVIII Treasury Notes due 2019 (the “Treasury Notes”), under the Province of Chubut’s Treasury Notes Issuance Programme, secured by certain rights of the Province of Chubut to receive amounts under the federal tax coparticipation regime.

DLA Piper Argentina counseled the Province of Chubut, as issuer of the Treasury Notes under the transaction.


The Argentine Central Bank Restricted Access to Financing in AR$ to Large Exporting Companies

Through Communication “A” 6765, issued on 08/28/2019 and effective immediately, the Argentine Central Bank established that prior consent of the Central Bank will be required for financial entities to grant new financing in Argentine pesos to all clients that fit the definition of "Large Exporting Companies" as provided by said Communication.

In accordance with the Communication, clients that belong to the non-financial private sector whose exports of goods and services of the past year represent at least 75% of their total sales and, in turn, have a total amount of financing in Argentine pesos greater than AR$ 1.5 billion will be considered Large Exporting Companies.

To determine such percentage of total sales, the Communication excludes sales made in the domestic market to related customers -except in the case of sales of goods to distribution companies for sale in the domestic market- and industrial exports made under international complementation agreements to which Argentina is a party.

The different types of financing that fall under the regulation are, namely, all financings that involve disbursements of funds -whatever the modality used- and/or the extensions of limits of credit in the form of advance on an account, renewals, extensions or any other form of refinancing.

For further information, please do not hesitate to contact Mariano Rovelli and Eugenia Pracchia.


Natural gas exports on a firm basis to Chile

On August 21st, 2019, Disposition No. 168/2019 issued by the Under-Secretary of Hydrocarbons (the “Disposition” and the “Undersecretary”), which depends of the Ministry of Treasury, has been published in the Official Gazette. The Disposition has:

  1. Approved the terms and conditions applicable for gas exports on a firm basis to Chile (the “Regime”);
  2. Established that the Regime will be applicable for exports comprised within September 15th, 2019-March 15th, 2020 (the “Exports Period”);
  3. Determined a maximum capacity of ten million cubic meters (10,000,000 m3/d) for daily exports under the Regime; and
  4. Foreseen the Republic of Chile as destination of natural gas exports under the Regime, framed within the Economic Complementation Agreement executed between Argentina and Chile.

The Disposition has been issued within the framework of: (i) Resolution No. 104/2018 (“Resolution 104”) issued by the former Ministry of Energy, which foreseen the so-called “Authorization Procedure for Natural Gas Exports”, and (ii) Resolution No. 417/2019 (“Resolution 417”) issued by the Secretary of Governmental Energy (the “SGE”).

Resolution 417 defined the export methods available and in turn further delegated in the Undersecretary the implementation of the Energy Substitution Mechanism applicable to natural gas exports on a firm basis.

Since the issuance of the Disposition, applicants willing to export gas under the Regime shall comply with the provisions set forth in Resolutions 104 and 417, and the Disposition, which most relevant aspects are outlined below.

Moreover, the Disposition also contains the necessary guidelines for the Energy Substitution Mechanisms applicable to exports under the Regime.

Finally, the Disposition establishes September 6th, 2019 as deadline for submission of applications.

  1. Scope

As indicated before, the Disposition approves the natural gas exports on a firm basis procedure, for the Exports Period, to the Republic of Chile.

  1. Available volumes to export scheduled by exploitation zone
Zones Available Volume Export Pipeline
Northwest 1 MMm3/d Norandino and Atacama
Central - west 6,5 MMm3/d GasAndes and Pacífico
South 2,5 MMm3/d Methanex
  1. Applicable procedure

The authorization for gas export will be granted by the Undersecretary which shall analyze whether the applicants comply with the requirements established in the Disposition and Resolutions No. 104 and 417. For those purposes, applicants must verify all requirements mandated in the aforementioned regulations and the procedure established in the annex attached to the Disposition.

Should the applicant already have a prior authorization for the Exports Period but not on a firm basis, such authorization may be converted into a firm one, either partially or totally.

The application must be submitted through an online platform named “Plataforma de Trámites a Distancia” (TAD) and comply with the following requirements:

(i) File a summary of the envisaged operation which includes: (a) the source and destination of the exported gas; (b) daily and total, maximum and scheduled volume quantities; (c) projected price in the node on which the gas is delivered into the transportation grid and adjustment formula, if applicable; (d) tenor of the exports; (e) export nodes on which the gas will be exported outside Argentina into Chile; (f) price of gas at such locations; (g) final destination of the exported gas;

(ii) Indicate whether the exported gas will be allocated to residential, industrial or electricity generation purposes; and

(iii) File an affidavit of both the selling and gas off-taker regarding the use of gas exported.

  1. Application deadline

The deadline to submit any application for exports under the Regime expires on September 6th, 2019, 16:00 hours (Buenos Aires time).

  1. Assessment and award

Applications will be analyzed by the Undersecretary. For those purposes, the Undersecretary will consider the provisions foreseen in Resolution No. 104 (supply and gas demand; gas production; transportation) and such assessment will be carried out in accordance with Sub-Annex B of the Disposition.

Said Sub-Annex B establishes that the award of export volumes will be divided by zone, in accordance with a performance index for each applicant and its application, integrated with (i) historic production performance; (ii) historic export performance; (iii) current performance and, (iv) tenor of the required exports.

This performance index will act as ordinating factor upon which the applicants will be organized decreasingly in accordance with their obtained score (“Initial Share”).

Further, each one will be assigned with the minimum between the Initial Share and the maximum daily required capacity, except that such minimum volume falls below the minimum value applied (CMO), which determines no volume assignation.

If further to such allocation, there is still remaining volume to be assigned, the surplus will be distributed in decreasing order.

  1. Energy Substitution Mechanism

If the Wholesale Electricity Market (“WEM”) demands a larger amount of imported natural gas, GNL, carbon, fuel oil and/or gasoil, and such incremental amount is borne by the Federal State, the Energy Substitution Mechanism provided in the Disposition shall apply, which considers the following:

  • Exporters must bear incremental amounts faced by the Federal State as described above.
  • Such compensation fee will be determined by CAMMESA once the period of application has elapsed.
  • The maximum value of such compensation nominated in US Dollars per million BTU (USD/MMBTU) will be established by the SGE.
  1. Other relevant aspects
  • The authorization cannot be assigned nor transferred by the applicant.
  • If the assigned volumes cannot be achieved, the exporter must inform such circumstance to the Under-Secretary which shall thereafter inform former applicants not awarded with an authorization of this nature for purposes of reallocation.
  • If such obligation is not upheld by the exporter, the Regime stipulates a penalization in an amount equal to those volumes not subject to export. Failure to pay this penalty prevents the penalized party to request further authorizations during a 24-month term.

At TRS&M we are available to provide clarifications or further information of any matter addressed above. If you need any assistance, please do not hesitate to contact either Nicolás Eliaschev or Javier Constanzó.


Incorporation and authorization by the Argentine Securities Exchange Commission of Bancor Fondos S.G.F.C.I.S.A.U. as fund manager and Banco de la Provincia de Córdoba S.A. as custodian

 

Deal counsel in the incorporation and authorization by the Argentine Securities Exchange Commission (Comisión Nacional de Valores) of Bancor Fondos S.G.F.C.I.S.A.U. as fund manager and Banco de la Provincia de Córdoba S.A. as custodian, and the creation of their first open-end funds “Champaquí Ahorro Pesos”, “Champaquí Ahorro Dólares”, “Champaquí Ahorro Mixto”, “Champaquí Liquidez” and “Champaquí Estratégico”.


FIU - New LA / FT Prevention Guidelines for Credit Card Operators

On July 29, 2019 the Financial Information Unit (“FIU”) issued Resolution No. 76/2019 (the “Resolution”), establishing the guidelines for preventing money laundering and terrorist financing (“ML/TF”), which shall be applicable to all operators in the credit and purchasing card sector, as well as to travelers checks issuers.

The Resolution adopted guidelines similar to those previously established by FIU Resolution No. 30-E/2017, applicable to financial institutions. Consequently, credit and purchasing card operators, and travelers checks issuers, must develop a self-assessment risk system, in compliance with the risk factors and risk mitigation determined by the Resolution. They shall also comply with the “know your client’s profile policy” as well as be in possession of detailed records reflecting a deep knowledge and profile of their clients.

Additionally, the obliged subjects shall (i) maintain a procedures manual in order to prevent ML/TF, as well as with appointing a compliance officer; and (ii) provide the requiring clients all their information and documentation concerning their identification and the origin of the funds.

Regarding to its enforcement, the Resolution establishes a progressive implementation schedule, starting on December 31, 2019, so as to complete with all requirements on February 28, 2020.

Finally, within 10 days of publication of the Resolution, the obliged subjects must report the FIU with the appointment of a person responsible to address urgent matters.

For further information, please do not hesitate to contact Eugenia Pracchia or compliance@trsym.com.


Public Tender for the Construction of the Gas Del Centro Natural Gas Transportation System

By means of Resolution No. 437/19 (the “Resolution”), the Secretary of Government of Energy (the “SGE”) has called for a public bidding procedure for purposes of awarding a new natural gas transport license (the “License”). This new infrastructure project entails the design and construction of a natural gas pipeline that will: (i) connect a facility located in the Neuquén’s Subzone with another facility located in the city of Salliqueló, Province of Buenos Aires; and (ii) interconnect the Salliqueló’s facility with TGN’s gas transportation system in a spot near the city of San Nicolás, Province of Buenos Aires. This new transportation system has been officially named as Transporte Gas del Centro (the “Project”).

The Resolution also approved the definitive version of the bidding terms and conditions (the “Terms and Conditions”) and its annexes. Finally, the Resolution scheduled the submission of bids date on September 12th, 2019.

Below are the Terms and Conditions’ most important aspects:

(a) Required Works

The Project includes:

(1) Phase 1: construction of 570 km of a 36 inch pipeline with an initial capacity of 15 MMm3/day of natural gas (9.300 kcal/m3) and a future minimum capacity of 40 MMm3/day, which will connect a gas facility located near Tratayén, Neuquén, with a facility located near to the city of Saliquelló, Buenos Aires (“Phase 1”); and

(2) Phase 2: construction of 470 km of a 30 inch pipeline with a minimum capacity of 20 MMm3/day of natural gas (9,300 kcal/m3) which will connect the facility located near city of Saliquello, Buenos Aires with a gas pipeline located near the city of San Nicolás de los Arroyos, Buenos Aires (the “Phase 2”).

(b) Schedule (main milestones and occurrence expected time pursuant to the Terms and Conditions)

Milestone Expected Date
Consultation Period Until August 29th
Publishing by the SGE of circular letters (amendment and clarification) Until September 5th
Bids’ Submission September 12th
Offers’ Opening September 12th
Offers Assessment September 26th
Bids’ Qualification October 3rd
Economic Offer’s Opening October 8th
Award Date October 21st
Execution of the License November 20th

Additionally, the following milestones, regarding the execution of the works, are scheduled (terms shall begin on the License’s execution date):

Milestone Phase 1 Phase 2
Presentation of the final project 2 months 42 months
Financial Close 6 months N/A
Partial Operation 18 months N/A
Commercial Operation 24 months 60 months

(c) Economic Offer: CAMMESA’s Transportation Agreement

Bidders must bid a monthly fee regarding the CAMMESA’s Transportation Agreement (as this term is defined below) for the contracted Phase 1’s transport capacity corresponding to 10 MMm3/day. The bidder proposing the lower amount shall be awarded.

Jointly with the execution of the License, the awardee shall execute the Offer Letter attached as Annex IV of the Terms and Conditions (“CAMMESA’s Transportation Agreement”).

(d) Financing provided by ANSES’ Guarantee

Fund Pursuant to the Terms and Conditions, the awardee is entitled to apply for a financing facility from ANSES’ Guarantee Fund. Main terms of the financing conditions are summarized below:

(1) Validity Term of the Financing Commitment¸ the first one to occur between:

  • Fourteen (14) months since the execution of the Commitment Letter by and between the ANSES and the SGE; or
  • Ten (10) months since the awarding date.

(2) Type of Titles: Securities issued under the Argentine Offer Public Regime.

(3) Maximum Amount: US Dollars four hundred million (USD 400,000,000).

(4) Securities’ Maturity: fourteen (14) years.

(5) Interest Rate: Linked to (i) sovereign yields for similar maturity terms; and (ii) Project’s risk.

For further information, please do not hesitate to contact either Nicolás Eliaschev or Javier Constanzó.


Natural Gas Exports: Regulatory Updates

On July 26, 2019, Resolution No. 417/19 (the “Resolution”), issued by the Secretary of Government of Energy of the Ministry of Treasury has been published in the Official Gazette with important implications regarding natural gas exports. This Resolution approves a new procedure that must be complied with by those interested in exporting natural gas.

The Resolution revokes prior Resolution No. 104/18 issued by the former Ministry of Energy on August 22, 2018.

This Resolution also entrusts the Undersecretary of Hydrocarbons and Fuels to: (i) enact the applicable framework that shall rule mechanisms for energy substitution for natural gas exports on a firm basis - notwithstanding Resolution’s applicability until such mechanisms are enacted-, and (ii) the elaboration and further approval of the mechanisms applicable for natural gas exports which shall apply upon shortage of natural gas in the local market.

The Resolution’s most relevant aspects are outlined below:

  1. Type of authorizations: The Resolution foresees four (4) kinds of authorizations:
  • Firm or uninterruptible: natural gas purchase agreements which contemplate delivery and reception of gas by the contracting parties that are mandatory and cannot be carved-out except for force majeure events;
  • Interruptible: natural gas purchase agreements which do not contain mandatory delivery and/or reception provisions which bind the contracting parties;
  • Operational exchanges: agreements executed for purposes of attending operational requirements (back-up fuel) and/or emergency scenarios and others of similar nature, to the extent the enforcement authority requires the exporting party to reimport equal amounts of natural gas (or equivalent electricity quantities) within twelve (12) months as of the first event of exportation;
  • Assistance agreements: for providing support to neighboring countries under critical situations and/or declared states of emergency. The exporter shall not be required to import equivalent volumes of the exported natural gas nor its equivalent in power. These exports are excluded from the procedure provided in the Resolution.
  1. Simplification of the procedure to request the authorization: The export filing request shall be made digitally through an online remote platform.
  1. Unconventional natural gas: The volume of exported natural gas produced by a project benefited from the Government’s Incentive Program will be offset from the project’s total production, prior to the determination of the project’s Included Production volumes. Former Resolution No. 104/18 provided that exported gas could not be employed within the Government’s Incentive Program approved for unconventional gas.

For further information, please do not hesitate to contact either Nicolás Eliaschev or Javier Constanzó.


KfW IPEX-Bank grants a portfolio project finance facility for the development and construction of the wind farms Chubut Norte III and Chubut Norte IV

 

KfW IPEX-Bank grants to Genneia Vientos Sudamericanos S.A. and Genneia Vientos Patagónicos S.A, two special purpose vehicles fully owned by Genneia S.A., a joint facility worth US$ 131,550,636 under a non-recourse portfolio project finance structure under the RenovAr programme, for the development and construction of the wind farms Chubut Norte III and Chubut Norte IV (which will be located in the Chubut province), totaling 140.88 MW of combined generation capacity.