“CARFACIL IV” Financial Trust for AR$ 71,210,892
Deal counsel in the placement and issuance in Argentina of trust securities for AR$71,210,892 issued under the “CARFACIL IV” Financial Trust, whereby TMF Trust Company (Argentina) S.A., as trustee under the private financial trust “FINANCIAL TRUST CARFAUTO” acted as trustor, Banco de Valores S.A. acted as trustee, organizer and replacement servicer and Ralf S.A. acted as credit administrator and paying agent. Banco de Valores S.A., INTL CIBSA S.A., Macro Securities S.A. and Industrial Valores S.A. acted as placement agents.
Celulosa Argentina S.A.’s USD 3,521,129 Class 12 Notes
Counsel in Celulosa Argentina S.A.’s issuance of Class 12 Notes for AR$ 3,521,129 under the Global Program of Notes for an amount of up to US$ 280,000,000. Puente Hnos. S.A. and BST acted as placement agents of the Class 12 Notes.
Global Trust Program “San Cristóbal Servicios Financieros”
Deal counsel in the creation of the Global Trust Program "San Cristóbal Servicios Financieros” for up to US$ 45,000,000, in which San Cristóbal Bienes Raíces S.A. acts as trustor, and TMF Trust Company (Argentina) S.A as trustee and issuer.
Roch S.A. US$ 8.000.000 Class 5 Notes offering
Legal counsel to Roch S.A. in the offering of US$ 8,000,000 class 5 notes under its US$ 50,000,000 Global Notes Programme, for the purpose of acquiring an additional interest in the joint venture “Río Cullen/Las Violetas/La Angostura – Unión Transitoria de Empresas”. Roch S.A. and Puente Hnos. S.A. entered into a trust assignment agreement in order to ensure duly and timely use of the proceeds of the issuance of the Notes.
Puente Hnos. S.A. acted as arranger and placement agent of the Notes.
Changes to the Fair Trading Act: extension of the unfair competition acts
On April 22th 2019, the necessary and urgent decree No. 274/2019 was published on the Official Gazette, by virtue of which Law No. 22,802 (the “Fair Trading Law”) was abrogated, and a new rule of law regarding fair trade was enacted (the “Decree”) which shall enter in force as from April 30th 2019.
The purpose of the Decree is to ensure fairness and transparency in commercial relationships and the access to essential information of products and services that are commercialized, through physical or digital means, extending the previous provisions contained in the Fair Trading Law.
The Decree is divided into a preliminary title and 8 titles which regulate: (i) unfair competition; (ii) advertising and promotions; (iii) trade information; (iv) enforcement authority, administrative procedures, as well as the remedies and sanctions; (v) legal actions; (vi) general provisions; (vii) consumer protection; and (viii) final provisions.
The main change that the Decree includes is the enumeration of acts that constitute an unfair competition,: (i) acts of deception; (ii) acts of confusion; (iii) breach of legal regulations; (iv) abuse of a depending economic situation; (v) Improperly obtaining of commercial conditions; (vi) sale below cost; (vii) improper exploitation of others’ reputation; (viii) acts of unfair imitation; (ix) acts of denigration; and (x) violation of secrets. The Decree defines in its article No. 10 unfair competition in a very broad way and systematically includes situations that shall constitute an unfair competition, such as acts of denigration, violation of secrets and the improper exploitation of others’ reputation. Such situations shall be deemed exhaustive, for the purposes of the imposition of sanctions by the Secretariat of Internal Commerce of the Ministry of Production and Labor, acting as the enforcement authority, and enunciative for the purpose of promoting legal actions by affected ones. With the Decree, the maximum amounts of the fines are substantially increased to an amount of 10,000,000 mobile units (approx. AR$ 264,000,000), the procedural rules for infringements are established and new legal actions are provided for those affected by unfair competitions acts.
Additionally, the requirements for the identification of products commercialized, the provisions for misleading advertising, and the regulations on sales promotions that contain pizers or gifts, among other issues, are maintained.
Regarding advertising as unfair competition, a definition of comparative advertising is incorporated, which states that advertising is to be considered comparative when explicitly or implicitly refers to a competitor, its brand or the products or services offered by it.
Additionally, the Decree incorporates to the Consumer Protection Law No. 26,993 (the "Consumer Protection Law"), article 1 bis, which provides the inclusion of the Electronic Dispute Resolution System, as a previous, optional and free procedure for users and consumers. for access to the Prior Reconciliation Service in Consumer Relations (COPREC for its acronym in Spanish), through which the individual or collective consumers and users’ claims shall be resolved, instructing the authority of the Consumer Protection Law to regulate its scope.
Finally, it should be noted that the provisions of the Decree are considered to be public policy rules, as stated in article 2; the principles of the national administrative proceedings law o No. 19,549 are applicable to the procedure provided in the Decree; and that the provisions of the National Civil and Commercial Code shall apply.
Any further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, or corporate@trsym.com.
“Crescere VII” Financial Trust for U$S 36.800.438
Deal counsel in the issuance and placement in Argentina of trust securities for $ 36.800.438 issued under the “Crescere VII” Financial Trust, in which Banco de Galicia y Buenos Aires S.A. 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.
Banco de Servicios y Transacciones S.A. 3,049,711 UVA Class XII Notes Issuance
Legal counsel to Banco de Servicios y Transacciones S.A. in the issuance of 3,049,711 UVA Class XII Notes under its Short, Medium and Long Term Global Notes Program worth AR$ 3 billion (or its equivalent in other currencies or units of value).
Banco de Servicios y Transacciones S.A. acted as issuer and placement agent.
“Crescere VI” Financial Trust for US$ 26,441,754
Deal counsel in the issuance and placement in Argentina of trust securities for US$ 26,441,754 issued under the “Crescere VI” Financial Trust, in which Banco de Galicia y Buenos Aires S.A. 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.
Simplification of requirements for foreign companies
On April 3rd, 2019, the National Securities Commission (the "CNV") issued General Resolution Nº 789/2019. It amended prior CNV rules in order to facilitate the registration processes with this authority.
In such respect, CNV established that:
- the attendance of an attorney in fact duly authorized will suffice for a foreign company to participate in a shareholder meeting. In this regard, an attorney in fact shall be considered duly authorized as follows:
- the legal representative appointed for the Argentine Republic;
- any person with a power granted by the legal representative in the Argentine Republic or by a person authorized in accordance with the rules of the country of origin under the terms of Section 239 of the Law Nº 19,550; and
- any person with a power granted abroad by an authorized person in accordance with the legal requirements of the country of origin and with applicable rules for foreign documents in Argentina.
- Furthermore, companies whose register of entry shares were issued in accordance with Section 208 of the General Corporations Law, may replace the Stock Registry Book and the Book of Assembly Attendance traditional paper format by a new computerized system by applying for an authorization before the CNV. The original documents must be kept in paper format at the registered office.
Any further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, or corporate@trsym.com.
New works and expansion of existing infrastructure – Neuquén basin gas pipeline and PPP Power transmission
On March 8, 2019, two resolutions issued by the Secretary of Government of Energy (the “SGE”), containing relevant rules in connection with infrastructure works of the electricity and gas industries, were published in the Official Gazette:
(1) Resolution SGE No. 81/2019 (“Resolution 81”), related to the construction and further operation of the 500-kV high-voltage line, the future substations Río Diamante and Charlone, and complementary works, under a public-private partnership structure (“PPP”). By means of this Resolution 81, call for bids set out in 2018 have been relaunched; and
(2) Resolution SGE No. 82/2019 (“Resolution 82”), related to the construction of a new gas pipeline or the significant expansion of existing transport capacity for the transportation of natural gas produced in the Neuquén basin towards the metropolitan area of the province of Buenos Aires.
The most relevant aspects of both resolutions are summarized below:
- Resolution SGE No. 81/2019 – PPP Power transmission works
Resolution 81 calls for a two-stage national and international tender procedure for the construction and further of the 500-kV high-voltage line, the future substations Río Diamante and Charlone, and complementary works.
Such works also comprise the electrical interconnection in 500-kV of the future substations Río Diamante, Charlone, and complementary works, as well as operation and maintenance of these facilities.
The tender’s terms and conditions and its annexes are published on the website of the Undersecretary of Public-Private Partnership, together with the rest of the preliminary tender documents.
The most important dates to keep in mind are:
Date and time Activity May 10, 2019 Public consultation period due date May 27, 2019 Deadline for bids June 27, 2019 Publication of the Prequalification Ruling (Dictamen de Evaluación de Precalificación) July 2, 2019 Opening of envelope no. 2 July 10, 2019 Publication of the Economic Offers’ Evaluation Ruling (Dictamen de Evaluación de las Ofertas Económicas) July 12, 2019 Resolution awarding PPP Contract August 14, 2019 Due date for PPP Contract execution - Resolution SGE No. 82/2019 – Vaca Muerta gas pipeline
Resolution 82 calls for expressions of interest in connection with: (i) the construction of a new gas pipeline; or (ii) the development of a significant expansion of the current transport capacity.
Expressions of interests aim to enhance transportation of natural gas produced in the Neuquén basin towards the metropolitan area of the province of Buenos Aires and the littoral area.
Interested parties in participating in this procedure shall submit their expressions of interest no later than April 8, 2019.
- Scope
With respect to the construction of a new transport system, a public tender procedure for the construction, operation and maintenance of the new infrastructure shall be called on a later stage.
Capacity expansions of one or all existing transport systems shall be authorized in accordance with section 16 of law No. 24.076. Expansions which generate an additional capacity of 10 MMm3/d shall be considered as “significant expansions”.
In all scenarios a technical description of the proposed project shall be issued. Such description must include the necessary works, design, nominal transport capacity to be added and construction and launch dates. Moreover, information to evaluate the potential demand associated to the project shall be issued.
- Rate structure
Interest parties may propose a rate scheme applicable for the new facilities.
For expansions, criteria set forth in Resolution No. 1483 issued by the Ente Nacional Regulador del Gas (ENARGAS) shall be applicable (incremental cost criteria).
- Access to the facilities by third parties
Open access and no third-party discrimination shall be applicable. Moreover, long-term agreements with parties acting as gas traders may be executed, in the event that the proposed rate scheme requires so.
- Scope
Desde TRSyM, estamos siguiendo este proceso con mucha atención y estamos a disposición para ampliar cualquiera de los puntos aquí tratados.