EX-99.(C)(I) 9 ex99ci.htm EX-99.(C)(I)

 

PKF Audisur

 

 

INDEPENDENT ACCOUNTANTS' SPECIAL REPORT ON FAIR PRICE ASSESSMENT IN MANDATORY PUBLIC TENDER OFFER DUE TO TAKEOVER (Title III, Chapter II, Section II, paragraph c), Article 10 of CNV's RULES, TEXT AS REVISED IN 2013)

 

 

To the

Chairman and Directors of

EMPRESA DE ENERGÍA DEL CONO SUR S.A - (EDELCOS)

Taxpayer ID No. (CUIT): 30-71702715-5

Registered Office: Av. Paseo Colón 746 – 4th Floor

Autonomous City of Buenos Aires

 

In our capacity as independent accountants, we hereby issue this special report at your request to be filed with the Argentine Securities Commission (“CNV”), as required by such agency in Title III, Chapter II, Section II, paragraph c), Article 10 of the CNV's rules, text as revised in 2013. As far as the matters within our purview are concerned, we have reviewed the information detailed in the following section.

 

Information subject to review

 

We have reviewed the information prepared by EMPRESA DE ENERGIA DEL CONO SUR

S.A - (EDELCOS) (the “Company”) concerning accurate fair price assessment in compliance with Article 88, paragraph I of Law No. 26,831 and Article 14, Section III, Title III, Chapter II of the CNV's rules, text as revised in 2013, as described in the information contained in the accompanying Exhibits I and II. We have initialized such Exhibits I and II for identification purposes with this special report.

 

Management's responsibility for the information subject to review

 

Company's management is responsible for the preparation and presentation of the information subject to review contained in the accompanying Exhibits I and II, in accordance with the CNV's rules and Article 88, paragraph I) of Law No. 26,831, as amended. Furthermore, the Company's Board of Directors is responsible for the existence of such internal control as might be deemed required to enable the preparation of the information identified in the preceding paragraph.

 

 

 

 

 

 

 

 

 

1

 

 
 

 

 

Chartered accountants’ responsibility

 

We performed our work in accordance with the rules on other related services set forth in Section VII.C., second part, of Technical Pronouncement No. 37 of the Argentine Federation of Professional Councils in Economic Sciences for the issuance of special reports, including the application of certain procedures established in such standard, which are deemed necessary for the issuance of this special report. Such standards require that we fulfill ethical requirements and that we plan for our work.

 

We have applied the procedures detailed below on the records and documents furnished by the Company. In performing our work, we relied on the fact that the information furnished to us is accurate, complete, legitimate and free from fraud and other unlawful acts, for which we have considered its appearance and formal structure.

 

The scope of these procedures is lower than that of an audit or assurance engagement. Therefore, we do not express an audit or assurance opinion on the above-described information. The procedures performed by us were exclusively limited to:

 

a)Reading the minutes of the Extraordinary General Shareholders' Meeting held on December 23, 2020 transcribed to sheets 3 to 5 of the Book of Minutes of Shareholders' Meetings No. 1, officially signed on January 19, 2021 under No. IF-2021-04921441-APN-DSC#IGJ, with the Argentine Superintendence of Corporations (Inspección General de Justicia, IGJ), in which the shareholders authorized the submission of an offer to Pampa Energía S.A. to enter into an agreement, and its ancillary understandings and instruments, pursuant to which the Company would acquire shares of stock representing a majority interest in Empresa Distribuidora y Comercializadora Norte S.A.’s capital stock and votes;

 

b)Verifying the Offer Letter - Offer EDN-A/2020 signed by EDELCOS, Daniel Eduardo Vila, Integra Capital S.A., José Luis Manzano and Mauricio Filiberti, containing EDELCOS S.A.'s irrevocable offer to purchase from Pampa Energía S.A. 462,292,111 Class "A", book-entry common shares issued by Empresa Distribuidora y Comercializadora Norte S.A., with a nominal value of $1 and one voting right each, representing 51% of the capital stock and votes.

 

c)Verifying Pampa Energía S.A.'s acceptance letter signed on December 28, 2020, whereby EDELCOS, Integra Capital S.A., José Luis Manzano, Daniel Eduardo Vila and Mauricio Filiberti are notified of the irrevocable acceptance of Offer EDN-A/2020 dated December 28, 2020.

 

d)Verifying EDELCOS S.A.'s interim financial statements as of January 31, 2021, which in Note 5 thereto disclose the acquisition of Edenor S.A.'s s shares and the execution of an agreement with Pampa Energía S.A. for the acquisition of a 51% interest in Edenor S.A.'s capital stock and votes.

 

e)Verifying the wire transfer instruction and the Swift Transfer receipt dated November 18 and 19, 2020, respectively, to the accounts designated in the document entitled “Account Designation” for the equivalent in Euros to US$ 5,000,000.

 

 

 

 

 
 

 

 

 

 

f)Verifying the wire transfer instruction and the Swift Transfer receipt dated December 28 and 30, 2020, respectively, to the accounts designated in the document entitled “Account Designation” for the equivalent in Euros to US$ 5,000,000.

 

g)Verifying the authorization to transfer 21,876,856.00 Class "B" shares to the custody account designated in the document entitled “Account Designation” by means of a visual check of the securities transfer authorization receipt.

 

h)Verifying the note entitled “Account Designation” concerning the share purchase agreement from Pampa Energía S.A. relating to Offer Letter EDN-A/2020.

 

i)Verifying EDELCOS's June 2021 bank statement (MUFG Bank) which shows a cash disbursement to Pampa Energía S.A. for $50,000,000 paid on June 29, 2021.

 

j)Notice dated December 28, 2020 given by Pampa Energía to the CNV and Bolsas y Mercados Argentinos S.A. (BYMA) reporting, as a material event, that on the aforementioned date it had entered into a share purchase agreement with EDELCOS and Integra Capital S.A., Daniel Eduardo Vila, Mauricio Filiberti and José Luis Manzano, pursuant to which it agreed to sell the controlling interest in Empresa Distribuidora y Comercializadora Norte S.A. (“Edenor”) by transferring all Class “A” shares representing 51% of the capital stock and votes in that company.

 

k)Notice dated December 28, 2020 given by EDENOR to the CNV and BYMA reporting, as a material event, that it took cognizance that Pampa Energía S.A., the controlling company owner of 100% of Class “A” shares of Edenor's stock, representing 51% of its capital stock and equal number of votes, entered into, in the capacity of seller, a share purchase agreement with EDELCOS and Integra Capital S.A., Daniel Eduardo Vila, Mauricio Filiberti and José Luis Manzano.

 

l)Notice dated June 30, 2021 given by Pampa Energía S.A. to the CNV and BYMA reporting, as a material event, that on the aforementioned date it had completed the transfer of all Class “A” shares of stock, representing 51% of Empresa Distribuidora y Comercializadora Norte S.A. (“Edenor”)’s capital stock and votes owned by it in favor of EDELCOS S.A., as approved at the Company's Ordinary and Extraordinary General Shareholders' Meeting held on February 17, 2021, thereby resulting in Edenor’s change of control.

 

m)Notice dated July 15, 2021 given by EDENOR to the CNV and BYMA reporting, as a material event, the change of control notice received from EDELCOS as part of the transaction whereby it acquired all Class “A” shares of Edenor S.A.’s stock.

 

n)Notice dated July 15, 2021 from EDELCOS given by EDENOR S.A. to the CNV reporting, as a material event, the change of control as a result of the sale of equity interest.

 

o)Verifying the prices for the marketable securities subject matter of the offer during the six-month period immediately preceding the date of the announcement of the transaction involving the change of control, regardless of the number of trading sessions, by means of a visual check of Bloomberg Finance LP's screen.
 
 

 

 

 

 

p)Recalculating the simple average price, as required in Article 14 - Section III, Chapter II, Title III of the CNV's rules, text as revised in 2013.

 

q)Verifying the U.S. dollar selling exchange rate published by BNA, as required in Article 14 - Section III, Chapter II, Title III of the CNV's rules, text as revised in 2013.

 

r)Making the required calculations for purposes of the assessments applied in Exhibit I.

 

Chartered accountants' opinion

 

Based on the work performed on the information detailed under the caption “Information subject to review” and within the scope described in “Chartered accountants' responsibility,” we hereby report that:

 

a)No findings have arisen in connection with the accurate fair price assessment pursuant to Article 88, paragraph I) of Law No. 26,831, as amended, which is disclosed in the accompanying Exhibits I and II;

 

b)Concerning the higher price paid or agreed to by EMPRESA DE ENERGIA DEL CONO SUR S.A - (EDELCOS) for EDENOR’s securities (EDN AR Equity) during the twelve (12) months prior to the commencement date of the public tender offer period, we hereby report that such price amounts to $ 21.79, according to the calculations detailed in the accompanying Exhibit I; and

 

c)Concerning the average price for the marketable securities subject matter of the offer during the six-month period immediately preceding the date of announcement of the transaction involving the change of control, regardless of the number of trading sessions, we hereby report that such price amounts to $29.34, as detailed in the accompanying Exhibits I and II.

 

d)Concerning the fair price assessment, which is equal to the higher of b) or c), we hereby report that it amounts to $ 29.34.

Other matters

 

This special report is issued for exclusive use by the Company to be filed with the CNV (Argentine Securities Commission) and may not be used for any other purpose.

 

 

Autonomous City of Buenos Aires, July 27, 2021

 

 

PKF AUDISUR S.R.L.

CPCECABA Vol. 1 Fol. 5

Marcelo Horacio Katz

Chartered Accountants (UBA)

CPCECABA Vol. 146 Fol. 82

Partner
 
 

 

EXHIBIT I

AFFIDAVIT ON FAIR PRICE ASSESSMENT BREAKDOWN:

 

Fair price is equal to the higher of a) or b): $29.34

 

a) Assessment of the higher price paid or agreed to by EMPRESA DE ENERGIA DEL CONO SUR S.A - (EDELCOS) for EDENOR's shares (EDN AR Equity) during the (12) twelve (12) month period prior to the commencement date of the public tender offer period: $ 21.79.

 

Transaction Detail Payment Date

Transaction

Type

 Amount in US$

Closing U.S. dollar

exchange rate as per

BNA

 Number of Shares Amount in $ Price paid per Share
A - CLASS "B" SHARE PURCHASE Nov. 24, 2020 Cash 5,000,000.00 85.50 21,876,856.00 427,500,000.00 19.54
               
OFFER LETTER FOR THE PURCHASE OF PAMPA ENERGY SA'S SHARES  (1)              
B -  CLASS "A" SHARE PURCHASE, as per Offer Letter Dec. 28, 2020 Cash 5,000,000.00 88.50   442,500,000.00  
Class "B" Shares   25.75 21,876,856.00 563,329,042.00  

C - CLASS "A" SHARE PURCHASE,

As per Offer Letter at closing

 June 29, 2021 Cash 50,000,000.00 100.75   5,037,500,000.00  

Amount due within

12 months

 40,000,000.00 100.75   4,030,000,000.00  
               

OFFER LETTER TOTALS

EDN-A/2020 shares

PAMPA ENERGY SA (2)

        462,292,111.00 10,073,329,042.00 21.79

 

(1)Offer Letter referred to in paragraph b) of the information subject to review
(2)The number of total shares arises from the Offer Letter submitted to Pampa Energía SA referred to in paragraph b) of the information subject to review

 

b) Average price for the marketable securities subject matter of the offer during the six-month period immediately preceding the date of announcement of the transaction involving the change of control, regardless of the number of trading sessions: $ 29.34, as detailed in the accompanying Exhibit II.

 

Initialized for identification purposes with our

report dated July 27, 2021

 

PKF AUDISUR S.R.L.

CPCECABA Vol. 1 Fol. 5

Marcelo Horacio Katz

Chartered Accountant (UBA)

CPCECABA Vol. 146 Fol. 82

On behalf of EMPRESA DE ENERGIA DEL CONO SUR S.A.

Partner

(EDELCOS)

 

Nicolás Mallo Huergo

 

Legal representative

 

 

 

 
 

 

EXHIBIT II (1/2)

AVERAGE PRICE ASSESSMENT: Item b Exhibit I

 

Date Last Price Volume

 

 

 Date Last Price Volume
06/29/2021 38.6 372714 05/04/2021 27.9 88395
06/28/2021 40.65 198247 05/03/2021 27.7 128951
06/25/2021 42.2 391657 04/30/2021 27.75 52371
06/24/2021 42 157336 04/29/2021 27.5 127722
06/23/2021 41.65 135588 04/28/2021 27.55 136850
06/22/2021 40.65 206832 04/27/2021 27.4 83686
06/18/2021 40.75 172929 04/26/2021 27.25 204362
06/17/2021 41.9 225847 04/23/2021 26.5 51471
06/16/2021 42.6 146274 04/22/2021 27.3 89366
06/15/2021 42.45 132186 04/21/2021 27.25 204701
06/14/2021 43.5 555221 04/20/2021 26.5 81891
06/11/2021 42.25 602569 04/19/2021 26.75 107149
06/10/2021 41.8 1074268 04/16/2021 27 71893
06/09/2021 45.9 840655 04/15/2021 26.4 57142
06/08/2021 42.1 424354 04/14/2021 27 150897
06/07/2021 41.3 1168633 04/13/2021 26.9 75808
06/04/2021 36.1 557071 04/12/2021 27.35 81097
06/03/2021 34.5 302203 04/09/2021 27.1 117508
06/02/2021 32.6 113139 04/08/2021 27.4 235814
06/01/2021 31.25 258354 04/07/2021 27.15 77927
05/31/2021 30.95 84115 04/06/2021 26.9 110926
05/28/2021 31.25 232660 04/05/2021 25.95 73607
05/27/2021 30.85 298758 03/31/2021 25.55 194626
05/26/2021 29.95 493181 03/30/2021 26 99361
05/21/2021 28.45 368573 03/29/2021 25.35 80022
05/20/2021 27.7 387834 03/26/2021 25.15 50781
05/19/2021 27.65 90914 03/25/2021 25.3 19035
05/18/2021 27.7 122624 03/23/2021 26 140042
05/17/2021 28.05 100452 03/22/2021 25.9 40450
05/14/2021 27.85 211252 03/19/2021 25.9 74302
05/13/2021 27.7 237929 03/18/2021 25.65 142187
05/12/2021 27 87336 03/17/2021 26.15 91977
05/11/2021 27.3 199250 03/16/2021 26.45 147067
05/10/2021 27.5 147719 03/15/2021 27 140611
05/07/2021 27.45 50953 03/12/2021 26.25 159283

 

 
 

 

EXHIBIT II (2/2)

AVERAGE PRICE ASSESSMENT: Item b Exhibit I (Continued)

 

Date Last Price Volume

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Date Last Price Volume
05/06/2021 27.4 98194 03/11/2021 26.3 136250
05/05/2021 27.85 28347 03/10/2021 25.7 85934
03/09/2021 25.9 176181 02/02/2021 26.9 163783
03/08/2021 25.2 69495 02/01/2021 26.4 47241
03/05/2021 26 85587 01/29/2021 26.1 201640
03/04/2021 25.9 156361 01/28/2021 26.8 265773
03/03/2021 26.8 92738 01/27/2021 27.25 241566
03/02/2021 27.55 40562 01/26/2021 27.15 414921
03/01/2021 27.7 120791 01/25/2021 26.65 387181
02/26/2021 27 61333 01/22/2021 26.1 216355
02/25/2021 27.6 110909 01/21/2021 25.7 478344
02/24/2021 27.9 115712 01/20/2021 27.25 144292
02/23/2021 27.3 154341 01/19/2021 27.35 146859
02/22/2021 27.5 304472 01/18/2021 26.7 64696
02/19/2021 27.85 155597 01/15/2021 27.05 242320
02/18/2021 28 293911 01/14/2021 26.7 153841
02/17/2021 28.1 158965 01/13/2021 26.5 156657
02/12/2021 27.75 167095 01/12/2021 26.1 165544
02/11/2021 27.7 142567 01/11/2021 25.8 260582
02/10/2021 28.3 112362 01/08/2021 26.9 206799
02/09/2021 28.1 338503 01/07/2021 27.15 295603
02/08/2021 27.7 857827 01/06/2021 27.55 445947
02/05/2021 27.45 537079 01/05/2021 27.75 219021
02/04/2021 28.45 543017 01/04/2021 28.1 410556
02/03/2021 28.25 524034 12/30/2020 28.6 778180

 

 

CALCULATION OF SIMPLE AVERAGE PRICE FOR THE MARKETABLE SECURITIES SUBJECT MATTER OF THE OFFER DURING THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD: $ 29.34

Initialized for identification purposes with our

report dated July 27, 2021

 

PKF AUDISUR S.R.L.

CPCECABA Vol. 1 Fol. 5 Marcelo Horacio Katz

Chartered Accountant (UBA)

CPCECABA Vol. 146 Fol. 82

Partner

   

On behalf of EMPRESA DE ENERGIA DEL CONO SUR S.A.

(EDELCOS)

   

Nicolás Mallo Huego

   

Legal representative

   
 
 

 

 

Autonomous City of Buenos Aires, July 28, 2021

 

We hereby certify, pursuant to the authority granted to this PROFESSIONAL COUNCIL under laws 466 (Section 2, paragraphs D and J) and 20,488 (Section 21, paragraph I) the professional report dated July 27, 2021 on Miscellaneous Matters of Empresa de Energía del Cono Sur S.A., Taxpayer Identification No. (CUIT) 30-71702715-5, signed by MARCELO HORACIO KATZ. We further certify that the relevant controls aimed at verifying the effective registration and formal control of such professional report have been made in accordance with Resolution C. 236/88, which controls do not imply any technical opinion on the professional tasks performed.

 

 

 

 

 

License Holder Details

MARCELO HORACIO KATZ

Chartered Accountant (UBA)

CPCECABA Vol. 146 Fol. 82

Signing in the capacity as

PKF AUDISUR S.R.L.

Vol. 1 Fol. 5

PARTNER

 

 

Authentication No. 764802

 

This professional report has been filed online by the intervening professional, and meets the requirements of effective registration controls, competences, and formal controls on reports and certificates (Resolution C. 236/88). The recipient of this document may check its validity at www.consejo.org.ar/certifcaciones/validar.htm, by entering the following code: wqejhk7