Regulation of Distributed Generation Law of the Province of Buenos Aires
On January 11, 2022, Decree No. 2371/2022, complementary of Law No. 15,325 of the Province of Buenos Aires (the “Decree”), was published in the Official Gazette of the Province of Buenos Aires. Following the publication of the Decree, User-Generators of the Province of Buenos Aires, authorized to generate energy from renewable sources for self-consumption, may register in the Registry of Users-Generators of Renewable Energy of the Province of Buenos Aires (the “RUGER”, for its Spanish acronym, Registro de Usuarios-Generadores de Energía Renovable de la provincia de Buenos Aires) and benefit from tax exemptions related to Stamp Tax and Gross Income of such Province.
I. Legal Background
Law No. 27,424, passed by the National Congress on November 30, 2017, approved the federal regime that promotes distributed generation of renewable energy integrated into the public electricity grid (for additional information on Law No. 27,424, please see https://tavarone.com/renewable-energy-regulation-of-distributed-generation-law-no-27424/?lang=en). Article 40 invites the provinces and the City of Buenos Aires to adhere to such law and pass any specific regulation.
Within such framework, Law No. 15,325, passed by the Congress of the Province of Buenos Aires on April 21, 2022, adhered to Law No. 27,424.
Law No. 15,325 declares of provincial interest distributed generation renewable energy generation, for self-consumption and eventual injection of energy surplus into the provincial grid.
Furthermore, by Law No. 15,325, the Province of Buenos Aires adheres to the promotional, tax, fiscal and financing benefits scheme set forth by Law No. 27,424.
II. Relevant aspects of the Decree
The most relevant aspects of the Decree are described below:
a. Enforcement authority
The Decree designates the Ministry of Infrastructure and Public Services (or any legal successor thereto) as the enforcement authority of Law No. 15,325. The enforcement authority will determine the technical, legal, economic, contractual, rate terms, and all other necessary matters that are necessary to allow the application of the distributed energy generation scheme in the Province of Buenos Aires.
Likewise, the enforcement authority is entrusted to enter into agreements with the Bank of the Province of Buenos Aires (Banco de la Provincia de Buenos Aires) to offer special promotional credit lines.
b. Definition of User-Generator
“User-Generator” is defined as the user of the public electricity distribution service of provincial or municipal distributors that installs renewable generation equipment for self-use, that may inject any surplus thereof to the grid, and meets the technical requirements determined by the enforcement authority. Large Users or self-generators of the Wholesale Electricity Market (WEM) are not included, as they are ruled by Law No. 27,424.
c. Creation of RUGER and issuance of a tax exemption certificate
The Decree creates the RUGER. The RUGER will be implemented for the registration of User-Generators, as determined by the enforcement authority, through the organization of a data base that enables access to the provincial tax exemptions established by Law No. 15,325 and special credit lines, as well as any other benefit or tax incentive that may be foreseen in the future.
For the purposes of processing the provincial tax exemptions set forth in article 4 of Law No. 15,325, the RUGER will issue a User-Generator certificate. In addition, the RUGER will notify ARBA of any certificate that is issued and receives from User-Generators, under the concession area of federal jurisdiction. Such certificate must contain surname and name, or company name, tax id (CUIT), NIS, address, code of the activity included in that benefit (according to the corresponding Nomenclator of Activities of the Tax on Gross Income, of NAIIB 18 approved by ARBA) or their equivalents codes under the Nomenclator of Economic Activities of the Federal Collection System (NAES) of the Arbitration Commission of the Multilateral Agreement (Comisión Arbitral del Convenio Multilateral), details of the respective exemption and term for which it is granted.
d. Taxes for which the exemption is granted and term
User-Generators registered under the RUGER are exempted from the following taxes for a period of twelve (12) years:
- Stamp tax: only applies to the power purchase agreements entered into by the distributor and the User-Generator, as long as the latter is registered in the RUGER, and such inscription is detailed in that agreement; and
- Tax on Gross Income: with respect to the injection of surplus renewable energy into the distribution network by the User-Generator.
For additional information, please contact Nicolás Eliaschev, Javier Constanzó and/or Rocío Valdez.
MSU Energy S.A.´s US$ 15.100.000 Series VII Notes Offering
Counsel to MSU Energy S.A. in the issuance of its 7.5% Series VII Notes for US$ 15,100,000, denominated, integrated and payable in U.S. dollars, maturing 24 months from the issuance date, under its US$ 285,000,000 Global Notes Program.
“San Cristóbal Servicios Financieros I” Financial Trust for AR$ 422,500,000
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 422,500,000 issued under the “San Cristóbal Servicios Financieros I” Financial Trust, in which San Cristóbal Servicios Financieros S.A. acted as trustor, TMF Trust Company (Argentina) S.A. acted as trustee, Banco Macro S.A. acted as arranger, First Corporate Finance Advisors S.A. acted as financial advisor and Macro Securities S.A.U. acted as placement agent.
Legal Advice in the Issuance of Additional Series 6 Notes of CT Barragán S.A. for AR$ 58,577,648
Counsel to SBS Trading S.A., Balanz Capital Valores S.A., BACS Banco de Crédito y Securitización S.A., Banco de Servicios y Transacciones S.A., Invertir en Bolsa S.A., Banco Patagonia S.A., TPCG Valores S.A.U., BNP Paribas Sucursal Buenos Aires, Banco Mariva S.A., Allaria Ledesma & Cía S.A., Banco Santander Argentina S.A., HSBC Bank Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco de Galicia y Buenos Aires S.A.U., Cocos Capital S.A., Banco de la Provincia de Buenos Aires, Puente Hnos. S.A., Banco Hipotecario S.A., Banco Comafi S.A., Latin Securities S.A., Macro Securities S.A.U. and Industrial Valores S.A. as placement agents, in the reopening and public offering of 0% Additional Series 6 Notes for US$ 58,577,648 due May 16, 2025 of CT Barragán S.A. (“Additional Series 6 Notes”). Additional Series 6 Notes were issued on December 14, 2022 under the Global Notes Program for an amount of up to US$400,000,000.
Additional Series 6 Notes are denominated in U.S. Dollars and payable in Argentine Pesos, are additional to the Series 6 Notes issued on May 16, 2022, and have a personal guarantee, subject to a resolutory condition granted by YPF S.A. and Pampa Energía S.A.
SBS Trading S.A., Balanz Capital Valores S.A., BACS Banco de Crédito y Securitización S.A., Banco de Servicios y Transacciones S.A., Invertir en Bolsa S.A., Banco Patagonia S.A., TPCG Valores S.A.U., BNP Paribas Sucursal Buenos Aires, Banco Mariva S.A., Allaria Ledesma & Cía S.A., Banco Santander Argentina S.A., HSBC Bank Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco de Galicia y Buenos Aires S.A.U., Cocos Capital S.A., Banco de la Provincia de Buenos Aires, Puente Hnos. S.A., Banco Hipotecario S.A., Banco Comafi S.A., Latin Securities S.A., Macro Securities S.A.U. and Industrial Valores S.A. as placement agents of Additional Series 6 Notes Banco de Galicia y Buenos Aires S.A.U. also acted as Settlement Agent for Additional Series 6 Notes.
“CFA CRÉDITOS III” Financial Trust for AR$1,050,000,000
Deal counsel in the issuance and placement in Argentina of trust securities for AR$1,050,000,000 issued under the “CFA CRÉDITOS III” Financial Trust, in which Compañía Financiera Argentina S.A. (Efectivo Sí) acted as trustor, arranger, collection agent and placement agent, TMF Trust Company (Argentina) S.A. acted as financial trustee, and Banco Patagonia S.A. acted as arranger and placement agent.
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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.