Circular OPASI 2 - 81. OPRAC 1 - 328. REMON 1 - 642. Placement of Debentures and Other Debt Instruments Issued by Companies

BANCO CENTRAL DE LA REPUBLICA ARGENTINA
________________________________________________________________________________ COMUNICACION " A " 1905 I 11/12/91 ________________________________________________________________________________ TO FINANCIAL ENTITIES:
Ref.: Circular
OPASI2 - 81.
OPRAC1 - 328.
REMON1 - 642.
Placement of Debentures and Other
Debt Instruments Issued by Companies

We address you to inform you that this Institution has adopted the following resolution:

1. Authorize financial entities to intervene in the placement of debentures and other securities representing debt, issued in series and publicly offered, by capital companies and cooperatives, subject to the following conditions:

1.1. Related to the securities.

1.1.1. Maturity.
Not less than 90 days, counted from the date of primary placement.

1.1.2. Amortization.

1.1.2.1. Securities with a maturity of 90 days, according to
point 1.1.1.
Full payment at maturity.

1.1.2.2. Securities with a maturity exceeding 90 days,
according to point 1.1.1.
Partial amortizations will be admitted starting from 90 days of validity, counted from the date of primary placement.

1.1.3. Currency.
National or foreign.

1.1.4. Minimum Amount.
When dealing with issuances whose maturity does not exceed 1 year, their nominal value may not be less than 5,000 US dollars or its equivalent in national currency or in other curren- cies.

1.1.5. Interest Rate.
Fixed or variable as established in the issuance conditions. The capitalization of interest based on the periodic evolution of interest rates on common savings accounts or the average of common savings and fixed-term savings accounts, corrected or not by reserve requirements, according to the statistical series published by the Central Bank, may be stipulated.

1.1.6. Interest Payment.

1.1.6.1. Securities with a maturity of 90 days, according to
point 1.1.1.
Full payment at maturity or in advance as a discount of the placement price.

1.1.6.2. Securities with a maturity exceeding 90 days,
according to point 1.1.1.
Matured payment will be admitted for peri- ods not less than 30 days starting from 90 days of validity, counted from the date of primary placement. In case of advance payment, only full payment as a discount of the placement price will be admitted.

1.1.7. Guarantee.
They may be guaranteed by one or more financial entities of the country or banks abroad, even if they do not participate in the placement, and cover the total or part of the issuances, without prejudice to other guarantees granted by the issuing companies. In the case of multiple guarantees, each guarantor entity will respond jointly for up to the amount guaranteed by it, independently of the scope of the guarantees of the other entities.

1.1.8. Executive Action.
The securities must possess executive action.

1.2. Related to the placement.

1.2.1. Minimum Cash.
The obligations assumed by the granting of guarantees regarding these operations will not observe reserve requirements.

1.2.2. Secondary Trading.
Any elapsed time since the date of its issuance or last transfer will be admitted.

1.2.3. Participations.
When dealing with issuances whose maturity does not exceed 1 year, the issuance of participations for sums less than US$ 5,000 or its equivalent in australes or other currencies will not be admitted.

1.2.4. Applicable Resources.
For the prefinancing or purchase of these se- curities, financial entities, whether participating or not in the placement, may apply the lending capacity of resources at interest rate, of debentures, in foreign currency, taking into account what is provided in the rules established in the matter, or own non-immobilized resources according, if applicable, to the provisions on net global position in foreign currency.

1.2.5. Advertising.
In all advertising carried out regarding the placement and secondary trading of these securities, it must be informed whether they have or do not have the guarantee of a financial entity. It will be noted that the traded securities are not covered by the Deposit Guarantee Regime.

1.2.6. Other Provisions.
In mediation operations in transactions between third parties carried out with these securities, points 3.3., 3.4., 3.6., 3.7. and 3.9. of Chapter II of the Circular OPASI - 2 will not apply.

2. Order, given the provisions of article 20 of Law
   17.811 and articles 3 of laws 20.539 and 21.526,
   that until 12.31.93 the issuances of series of securities and publicly offered by capital companies and cooperatives -not included in Law 21.526- may only be carried out to the extent that they observe the conditions of maturity, amortization, minimum amount, interest rate and payment of interest provided for in point 1.1. of the present re- olution. Consequently, the provisions disseminated in this matter through Communication "A" 984 have become ineffective, in the relevant aspects.

We salute you very attentively.
BANCO CENTRAL DE LA REPUBLICA ARGENTINA
Alfredo A. Besio Martha L. Blanco
Supervisor of Normas Supervisor General of the Area Monetary and Exchange Economic Studies