Issuance of PyME CNV Guaranteed Class I Notes of Syntex S.A. for $200,000,000
Counsel in the issuance of the PyME CNV Guaranteed Class I Series I and Class II Series I Notes for $200,000,000 by Syntex S.A. due on Dicember 7, 2024.
Banco Supervielle S.A. and Banco de Galicia y Buenos Aires S.A.U. acted as arrangers, placement agents and guarantee entities of Class I Series I and Class II Series I Notes. Supervielle Agente de Negociación S.A.U. acted as placement agent of the Notes.
Issuance of PyME CNV Guaranteed Notes for U$S 747,168
Deal counsel in the issuance of the PyME CNV Guaranteed Class II Series I Notes for U$S747,168 by Alfredo José S.A. due on December 7, 2024.
Banco Supervielle S.A. and Banco Mariva S.A. acted as arrangers, placement agents and guarantee entities of Class II Series I Notes. Supervielle Agente de Negociación S.A.U. acted as placement agent of the Notes.
Issuance of PyME CNV Guaranteed Class I Notes of Produsem S.A. for $125,000,000
Counsel in the issuance of the PyME Guaranteed Class I Series I and Class II Series I Notes for $125,000,000 by Produsem S.A. due on November 29, 2024.
Banco Supervielle S.A and Banco Mariva S.A., acted as arrangers, placement agents and guarantee entities of Class I Series I and Class II Series I Notes. Supervielle Agente de Negociación S.A.U. acted as placement agent of the Notes.
Creation of the Federal Registry of Mining Suppliers and the Federal Committee of Mining Suppliers
Resolution 84/2022, published on 11/28/22 in the Official Gazette, creates the Federal Registry of Mining Suppliers, with a public status within the Secretariat, and the Federal Mining Suppliers Committee, in order to promote the development and growth of the mining activity, in view of the need to establish tools aimed at benefiting suppliers of mining supplies and services (the "Resolution").
I. The Federal Registry of Mining Suppliers (the "Registry")
Benefits of the Registry
The FSM expects that the implementation of the Registry will accelerate the contracting process of suppliers, promote the increase of human capital, and encourage work, making possible the continuous development of the sector and productive diversification.
Through the Registry, mining companies operating or with the prospect of investing in the country will have an instrument that will make it possible to make visible the suppliers of goods, supplies, and services of the Argentine provinces.
Who can register?
In the Registry the eligible parties will be able to register:
- persons domiciled in Argentina, and
- legal entities incorporated in Argentina that, due to their activity, or corporate purpose, offer goods, inputs, or services, including those of technological innovation and knowledge economy, to companies that carry out mining activities, and/or to any company that carries out activities associated to the Mining Value Chain.
In order to register, the interested party must:
- Complete the form -related to the data of the interested party- set forth in Annex I of the Resolution:
- Name & Identification: Name or Company Name, CUIT N° /Document.
- Contact data: Address / Telephone / E-mail / Focal point data.
- Business line: services and products offered
- Chamber you are a member of
- Optionally, the tariff position of the products.
- Submit the following information:
- Proof of registration with AFIP
- List of the personnel payroll
- Proof of registration in the local chamber of suppliers.
Enforcement Authority
The Resolution establishes that it is the National Directorate of Mining Value Chain and Infrastructure (the "National Directorate") under the Undersecretariat of Mining Policy. The National Directorate will have the following functions:
- Registration of suppliers of goods, inputs, or services, including those of technological innovation and knowledge economy, of the mining activity.
- Creation of files with the background of each of the registered suppliers.
- Periodic updating of the background of the registered suppliers' files.
- Preparation of statistics based on the data collected.
- Promotion and granting of benefits to registered suppliers.
Likewise, the National Directorate shall be empowered to issue the complementary and clarifying rules that may be necessary for the implementation of the Federal Registry of Mining Suppliers. Meanwhile, the Undersecretariat of Mining Policy is empowered to sign agreements with provincial authorities and the heads of national and provincial chambers related to the mining activity, for the exchange of experiences, data, and information. It is also empowered to summon all those public and private actors it deems necessary and convenient due to the nature of the technical issues to be dealt with in the Federal Mining Suppliers Committee.
II. The Federal Mining Suppliers Committee
Furthermore, the Resolution creates the Federal Bureau of Mining Suppliers. It will be attended by those registered in the Registry, representatives of the Secretariat, national and provincial agencies, and national and provincial Chambers related to the mining activity. The purpose of the Federal Mining Suppliers Committee is to establish a permanent, participative, broad, and federal space for dialogue and exchange among different actors in the mining activity. The meetings of the Board will be held four (4) times a year.
III. Legal Background
The Resolution has as precursor Resolution No. 47/2020, which approved 18 Management Programs 2020/2023 formulated on the basis of the strategic objectives of the "Strategic Plan for the Argentine Mining Development", among which are: Spontaneous Assistance to Producers and Small and Medium Mining Companies (SMEs); and Strengthening of the Mining Value Chain.
The Strategic Plan for the Argentine Mining Development is aimed at building a Shared Vision for mining in the next 30 years, with the aim of consolidating the mining activity as part of the federal productive development based on the criteria of rational, sustainable, and inclusive use of natural resources.
For further information or questions on these issues, please contact: Marcos Moreno Hueyo and/or Dolores Reyes.
Legal Advice in the Issuance of Series XI and XII Notes of MSU S.A. for an Aggregate Total Amount of US$ 90,777,529
Counsel to Allaria Ledesma & Cia S.A.; Banco de Galicia y Buenos Aires S.A.U.; Balanz Capital Valores S.A.U.; Banco Supervielle S.A.; Banco Santander Argentina S.A.; Banco de la Provincia de Buenos Aires; Puente Hnos S.A.; Banco de Servicios y Transacciones S.A.; Facimex Valores S.A.; and Supervielle Agente de Negociación S.A.U. in the issuance of MSU S.A.’s 0% Series XI Notes for US$ 30,000,000 issued on November 14, 2022, and due November 14, 2026, and 4.9% Series XII Notes for US$ 60,777,529 issued on November 14, 2022, and due November 14, 2032, under its US$ 150,000,000 Global Notes Program.
MSU S.A. will use the net proceeds from the issuance of the Series XII Notes to finance the construction of a Peanut Processing and Industrialization Plant. The construction and start-up of this peanut processing plant is a project conceived and designed to promote the regional development of this crop, based on the industrialization of peanuts through a process that meets the most rigorous quality standards, with fully automated processes using state-of-the-art technology.
Allaria Ledesma & Cia S.A.; Banco de Galicia y Buenos Aires S.A.U.; Balanz Capital Valores S.A.U.; Banco Supervielle S.A.; Banco Santander Argentina S.A.; Banco de la Provincia de Buenos Aires; Puente Hnos S.A.; Banco de Servicios y Transacciones S.A; Facimex Valores S.A.; and Supervielle Agente de Negociación S.A.U. acted as placement agents. Banco de Galicia y Buenos Aires S.A.U. also acted as arranger and settlement agent for the Series XI and Series XII Notes.
Public Registry of the Autonomous City of Buenos Aires: Annual fee payment due date
On November 18th, 2022 the Official Gazette published Resolution No. 1737/2022 issued by the Ministry of Justice and Human Rights. The Resolution establishes December 7th, 2022 as the due date of payment of the annual fees of the Public Registry (“PR”) of the Autonomous City of Buenos Aires. The annual fees must be paid by any local corporation registered before the PR.
The payment ticket shall be obtained at the PR’s web site (https://www2.jus.gov.ar/igj-tasas/) and may be paid by through any of the following payment methods:
- Online payment through the Home Banking system of the Banco Nación or any other bank entity affiliated to Red Link;
- Online payment through pagar.com.ar;
- Payment in cash in any of the Banco Nacion’s branches.
Feel free to contact our team (corporate@trsym.com) for more information.
New resolution of the Ministry of Environment and Sustainable Development
On November 14, 2022, Resolution 503/2022 of the Ministry of Environment and Sustainable Development (hereinafter, "Resolution 503" and "the Ministry", respectively) was published. This Resolution established the guidelines and minimum contents of the plans for the reconversion of the productive processes that use mercury.
I.- Legal Background
Prior to the entry into force of the Resolution, the regulation in Argentina was governed by: (i) the Minamata Convention on Mercury (the "Convention") and (ii) Resolution No. 299/2021.
The Convention regulates the use of mercury in production processes and the manufacture of mercury-added products and its exceptions and exemptions. In terms of exemptions, Argentina has two registered exemptions, for the production process of chlor-alkali and the manufacture of mercury thermometers.
Resolution No. 299/2021 established the guidelines for the management of elemental mercury, and its mixtures and compounds, as well as mercury-added products. This resolution established the procedure for requesting exemptions for the production process of chlor-alkali or the manufacture of mercury thermometers exclusively. It also established the need to submit a productive process reconversion plan as one of the requirements to obtain the exemption.
II.- Resolution No. 503/2022
Scope:
The Resolution seeks to establish the guidelines for the reconversion plans and to comply with the environmentally rational management of mercury, under the obligations arising from the Convention. Accordingly, it defines the " Reconversion Plan" as the schedule of activities to be carried out in an industrial establishment that uses mercury in its production or manufacturing process, aimed at the replacement and implementation of mercury-free technology.
For the drafting and filing of the Reconversion Plan, the following information must be included, at least:
- (a) Location of the facility.
- (b) Identification of the personnel involved and responsible for the conversion tasks.
- (c) Technical report and description of the technology currently used.
- (d) Technical report and description of the technology to be used for the reconversion.
- (e) Description of waste management, including storage, transportation, final disposal, treatment, labeling, and disposal.
- (f) Evaluation of environmental, social, and economic impacts.
- (g) Work schedule with a framework of all the stages of the proposed reclamation and the monitoring for its compliance, including the safety measures and contingency plans for the execution of the activities.
Enforcement Authority:
The Enforcement Authority of the Resolution is the Secretariat of Environmental Control and Monitoring of the Ministry of Environment and Sustainable Development. As enforcement authority, it may carry out inspections of industrial establishments and request the information and documentation it deems necessary to ensure compliance with the Resolution.
The National Directorate of Hazardous Substances and Waste is the competent authority to evaluate, approve and monitor compliance with the plans for the reconversion of production processes that use mercury.
Approval:
The Reconversion Plan must be submitted to the National Directorate of Hazardous Substances and Waste for approval. The Reconversion Plan will be approved together with the requested exemption according to Resolution MAyDS No. 299/21. Upon approval of the Reconversion Plan, a Certificate of Compliance of the Reconversion Plan under the Minamata Convention on Mercury will be issued, in accordance with the Resolution's Sec. 4.
The Resolution establishes as a prior condition for the approval of the Reclamation Plan that: (i) the Annual Environmental Certificate must be in force and (ii) the provisions of Law No. 24,051 and its Regulatory Decree 831 of April 23, 1993, and complementary regulations must be complied with.
Non-compliance:
In case of non-compliance with the obligations assumed in the Reconversion Plan, and once the term of the notice of compliance has expired, the approval of the reconversion plan will automatically expire thus generating the loss of the exemption regime and all the benefits obtained by the owner of the establishment due to its compliance with this regime.
The Resolution became effective as from 11/14/2022.
For further information or questions on these issues, please contact Dolores Reyes, Pablo Arrascaeta, and/or Marcos Moreno Hueyo.
Modifications to the Environmental Management System (EMS) regulations for agents of the Wholesale Electricity Market
On November 7, 2022, Resolution 558/2022 of the Ente Nacional Regulador de la Electricidad (hereinafter, "Resolution 558" and "ENRE", respectively) was published. The aim of this Resolution is to create new obligations related to environmental management for generating agents, self-generators, co-generators, transporters of electricity in high voltage, by trunk distribution, international interconnection, and distributors of electricity under federal jurisdiction of the Wholesale Electricity Market ("MEM"), all of them, hereinafter, the "Agents".
Resolution 558 also repealed numerous resolutions that established obligations related to environmental management and the submission of information.
i. The new obligations established by Resolution 558
Under Resolution 558, Agents must prepare, implement, and certify an Environmental Management System ("EMS") for the facilities under their responsibility. Likewise, the Agents' Environmental Plans must comply with the guidelines and requirements established in the resolution.
Failure to comply with the obligations set forth in Resolution 558 shall subject the Agents to the sanctions and penalties set forth in the respective Concession Agreements or in Article 77 of Law No. 24,065 (such as fines, disqualification, suspension, etc.), as applicable.
ii. Incorporation of alternative mechanisms for compliance with certain obligations derived from Resolution 558
Resolution 558 also establishes two alternative procedures, depending on the type of Agent involved, for compliance with certain obligations
Firstly, Resolution 558 provides an alternative procedure for the following agents (i) responsible for photovoltaic solar parks or solar thermoelectric power plants, whose facilities have an Environmental Complexity Level (hereinafter, "ECL") lower than 14.5 points; (ii) Agents responsible for wind farms, whose facilities have an ECL lower than 14.5 points; (iii) Agents responsible for thermal power plants with an installed capacity of less than or equal to 2 MW, consisting of a unit or combination of generation units equipped with internal combustion engines or gas turbines, which consume any type of fuel and whose facilities have an ECL of less than 14.5 points; (iv) Agents responsible for thermal power plants larger than 2 MW and less than or equal to 50 MW of installed power.
Secondly, Resolution 558 creates an alternative procedure for Agents responsible for hydroelectric exploitation of public watercourses when the normal power to be granted exceeds 500 kV.
iii. Additional remarks
As an additional aspect, Resolution 558 delegates to the head of the Public and Environmental Safety Area ("ASPA") of the ENRE the necessary powers for the effective implementation of this resolution.
For further information, please contact either Nicolás Eliaschev, María Eugenia Muñoz, Pablo Arrascaeta y/o Luciana Tapia Rattaro.
“AMFAyS – Serie 40” Financial Trust for AR$290,554,491
Legal advisors to StoneX Securities S.A. and Nuevo Banco de Santa Fe S.A. as arrangers and placement agents in the issuance and placement in Argentina by Asociación Mutual de las Fuerzas Armadas y de Seguridad (AMFAyS) as trustor and TMF Trust Company (Argentina) S.A. as trustee and issuer of debt securities Class 1 for AR$186,133,677, debt securities Class 2 for AR$8,940,138 and debt securities Class 3 for AR$95,480,676, under the Financial Trusts Global Program “AMFAyS – Serie 40” for an amount of up to AR$5,000,000,000.
Albanesi Group´s US$ 44,796,726 Notes Offering
Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A. in the co-issuance of 9.5% Class XVII Notes for US$ 11,485,823 due November 7, 2024, 3.75% Class XVIII Notes for US$ 21,107,536 due November 7, 2024, and 1% Class XIX Notes for 11,555,422 UVAs (Unidades de Valor Adquisitivo) due November 7, 2025, issued under the Global Notes Program for an amount up to US$ 700,000,000.
SBS Trading S.A., Banco de Servicios y Transacciones S.A., Allaria Ledesma & Cía S.A., Balanz Capital Valores S.A.U., Nación Bursátil S.A., Invertir en Bolsa S.A., Banco de la Provincia de Buenos Aires, Macro Securities S.A., Facimex S.A., BACS Banco de Crédito y Securitización S.A., Banco Supervielle S.A., Banco Hipotecario S.A., Supervielle Agente de Negociación S.A.U., Adcap Securities Argentina S.A., Global Valores S.A., TPCG Valores S.A.U. and Petrini Valores S.A. acted as placement agents of Class XVII Notes, Class XVIII Notes and Class XIX Notes.