Business Context and Reporting Period
Company: Central Puerto S.A. (CEPU)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: September 10, 2025
Subject: Completion of administrative requirements for the Spin-off-Merger between Central Puerto S.A. and ECOGAS Inversiones S.A. (ECOGAS).
Key Financial Metrics
This filing is a corporate action announcement and does not contain standard financial performance metrics (revenue, profit, cash flow, margins, or debt levels) for the reporting period.
Transaction-Specific Financial Data:
- Cash Consideration: ECOGAS will receive $305,000,000 in cash as part of the spin-off equity transfer.
- ECOGAS New Capital Stock: $250,217,264 following share cancellation and issuance.
- Share Exchange Ratio: 1 new Class "D" share of ECOGAS for every 18.6694 shares of CEPU held.
Material Changes
The filing announces the following material corporate changes effective October 1, 2025:
- Regulatory Approval: The National Securities Commission (CNV) of Argentina granted authorization for the Spin-off-Merger via Resolution dated September 10, 2025.
- Effective Date: The "Effective Date of Corporate Reorganization" is set for October 1, 2025.
- Capital Structure Changes:
- ECOGAS will receive specific equity stakes in CEPU subsidiaries (Energía Sudamericana S.A. and Distribuidora de Gas del Centro S.A.) and cash.
- All existing Class "A" shares of ECOGAS (59,986,580 shares) will be cancelled.
- 80,973,264 new Class "D" shares of ECOGAS will be issued to CEPU shareholders.
- Record Date: September 26, 2025, for determining eligible CEPU shareholders.
Guidance, Outlook, and Risks
Management Commentary and Process:
- ADR Holders: New ECOGAS shares for CEPU ADR holders will be delivered to JPMorgan Chase Bank, N.A. If physical delivery is not possible, JPMorgan will retain them and dispose of them per the Deposit Agreement.
- Global Depositary Receipts (GDR): ECOGAS is establishing a GDR program to allow international investors (CEPU ADR holders) to receive securities representing the new shares. This program is restricted to investors complying with Regulation S and Rule 144A.
- Timeline: Investors will have approximately 90 days from the effective date to decide whether to receive shares in the local market or via the GDR program.
- Fractional Shares: Fractions of shares will not be delivered; instead, cash equivalent to the value of the fraction (based on the closing price on the Registration Date) will be paid to shareholders.
Risks and Contingencies:
- The Spin-off-Merger is exempt from SEC registration; consequently, the ECOGAS GDR Program is restricted and subject to U.S. securities law certifications.
- Treasury shares may remain with ECOGAS resulting from undelivered fractional shares.
Investor Verification Checklist
- Confirm eligibility for the new ECOGAS Class "D" shares based on the September 26, 2025, registration date.
- Verify the specific instructions from JPMorgan Chase Bank regarding the receipt of shares or GDRs for ADR holders.
- Review the terms of the ECOGAS GDR Program and the 90-day window for electing share delivery methods.
- Understand the treatment of fractional shares and the valuation method for cash payouts.
- Monitor the October 1, 2025, effective date for the formal execution of the reorganization.